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[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _________ to _________
Commission file number 0-21991
ADVANCED GAMING TECHNOLOGY, INC.
(Exact name of small business issuer as
specified in its charter)
Wyoming 98-0152226
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P O BOX 46855 LAS VEGAS, NEVADA 89114
(Address of principal executive offices)
(702) 227-6668
Issuer's telephone number
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2482-650 W GEORGIA ST P O BOX 11610 VANCOUVER B C
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:
October 22, 1998 110,185,448
Transitional Small Business Disclosure Format (check one).
Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed consolidated financial statements presented
herein have been prepared by the Company in accordance with the instructions to
Form 10-QSB and do not include all of the information and note disclosures
required by generally accepted accounting principles. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Form 10-KSB for the year ended December 31, 1997. The accompanying financial
statements have not been examined by independent accountants in accordance with
generally accepted auditing standards, but in the opinion of management such
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the Company's financial
position and results of operations. The results of operations for the three and
nine months ended September 30, 1998 may not be indicative of the results that
may be expected for the year ending December 31, 1998.
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Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
ASSETS: 1998 1997
------------- -------------
Current Assets
Cash and cash equivalents $ 131,648 $ 17,276
Accounts receivable, net 25,827 244,065
Prepaid expenses 4,128 84,640
Deferred charges -- 248,564
Inventory 109,605 163,156
Total current assets 271,208 757,701
Property and Equipment, net 1,013,872 2,119,817
Intangible and other assets 4,767,705 4,982,272
Total assets $ 6,052,785 $ 7,859,790
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities
Accounts payable and accrued liabilities $ 2,632,374 $ 4,310,325
Notes payable 313,000 800,000
Convertible notes 748,750 3,477,500
Deferred revenue 390,000 390,000
Current portion of long term debt 3,918,370 1,911,256
Total current liabilities 8,002,494 10,889,081
Long term obligations, net of current portion -- 1,724,302
Total liabilities 8,002,494 12,613,383
Stockholders' Deficit:
Preferred Stock-10% cumulative, $.10 par value;
authorized 4,000,000 shares; issued - nil -- --
Common Stock - $.005 par value; authorized
150,000,000 shares; issued and outstanding
110,185,448 in 1998 and 98,439,431 in 1997 550,927 492,197
Additional paid-in capital 32,070,628 27,703,310
Accumulated deficit (34,571,264) (32,949,100)
Total stockholders' deficit (1,949,709) (4,753,593)
Total Liabilities and stockholders deficit $ 6,052,785 $ 7,859,790
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the nine Months
Ended September 30, Ended September 30,
------------------------------- -------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
Revenues $ 68,664 $ 304,662 $ 313,719 $ 1,027,864
Cost of revenues 10,270 169,353 122,980 409,827
Gross margin 58,394 135,309 190,739 618,037
Expenses
Research and development 1,000 389,487 273,986 918,370
General and administrative 501,726 1,060,231 1,901,137 3,162,380
502,726 1,449,718 2,175,123 4,080,750
Loss from operations 444,332 1,314,409 1,984,384 3,462,713
Other income (expense),net (134,112) (563,542) 362,220 (1,632,282)
Net Loss $ 578,444 $1,877,951 $1,622,164 $5,094,995
Net loss per common share $ (.01) $ (.03) $ (.01) $ (.09)
Weighted average common
shares outstanding 83,221,299 57,368,781 83,221,299 57,368,781
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months
Ended September 30,
---------------------------
1998 1997
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(1,622,164) $(5,094,995)
Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used in) Operating Activities:
Depreciation and amortization 500,000 747,729
Deferred revenues -- (310,000)
Issuance of common stock for expenses 93,500 526,808
Change in operating assets and liabilities:
Accounts receivable 218,238 (472,410)
Prepaid expenses 80,512 (260,905)
Deferred charges 248,564 (649,423)
Inventory 53,551 (153,608)
Accounts payable and accrued liabilities (1,677,951) (507,385)
Net cash used in operating activities (2,105,750) (6,174,189)
Cash Flows From Investing Activities:
Other assets (185,433) (86,568)
Disposal (purchases) of property and equipment 1,005,944 (941,354)
Net Cash (Used In) provided by Investing Activities 820,511 (1,027,922)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock 4,332,549 2,099,308
Proceeds from debt and notes 282,812 6,891,578
Repayment of debt and notes (3,215,750) (1,511,290)
Bank loan -- (354,100)
Net cash provided by financing activities 1,399,611 7,125,496
Net change in cash and cash equivalents 114,372 (76,615)
Cash and cash equivalents at beginning of period 17,276 76,615
Cash and cash equivalents at end of period 131,648 $ --
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ -- $ 340,627
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Conversion of notes to common stock $ 2,728,750 $ 4,672,662
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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Advanced Gaming Technology, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
1. Interim Reporting
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
and Form 10-QSB requirements. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended September 30, 1998, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1997.
Item 2. Management's Discussion and Analysis
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 1997.
The Company's shares of capital stock are registered under Section 12 of
the Securities Exchange Act of 1934. The Company became a reporting issuer in
March 1997. This quarterly report on Form 10-QSB and the information
incorporated by reference herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements include,
but are not limited to, projected sales, gross margin and net income figures,
the availability of capital resources, plans concerning products and market
acceptance.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
may not even be anticipated. Future events and actual results, financial and
otherwise, could differ materially from those set forth in or contemplated by
the forward-looking statements herein and any forward looking statements should
be considered accordingly.
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On August 26, 1998 the Company filed a petition for reorganization in
Las Vegas pursuant to Chapter 11 of the U. S. Bankruptcy Code. The Company was
unable to make payments on long term obligations. All debt is classified as
current on the accompanying balance sheet at September 30, 1998. The Company
believes it had exhausted all sources of financing. The Company, as
debtor-in-possession, continues to operate and expects to file a plan of
reorganization with the court by the end of 1998.
After the close of business on June 30, 1998 the Company effected a 4
for 1 reverse stock split to reduce the number of shares outstanding. This
transaction was previously approved at the Company's annual meeting. The number
of shares outstanding immediately prior to the split was 143,594,531. During the
third quarter conversions of notes payable to common stock resulted in an
increase in the number of shares outstanding to 110,185,448.
The principal place of business for the Company is Las Vegas, Nevada.
Results of Operations -
1998 Compared to 1997
The net loss for the nine months ended September 30, 1998 was $1,622,164
compared to $5,094,995 for the same period in 1997. This improvement was due to
reduced operating expenses and the benefit of a $1.5 million one time licensing
fee received in the first quarter of 1998. The net loss for the third quarter of
1998 was $578,444 compared to $1,877,951 in 1997. Reduced expenses were the
primary reason for the improvement.
Total revenue was $313,719 for the first nine months of 1998 compared to
$1,027,864 for the same period in 1997. Due to the Max-Plus licensing
arrangement the Company will experience lower Max-Plus revenue until the
contract produces royalty revenue. Revenue from the Max-Lite product has also
decreased due to placement of fewer units. Growth of this product has been
hampered by limited cash resources available for promotion and distribution.
Cost of revenue decreased significantly to $122,980 in 1998 from
$409,827 in 1997. This decrease is due to the licensing arrangement of the
Max-Plus product. Cost of revenue for the three months ended September 30, 1998
was $10,270 vs. $169,353 in the second quarter of 1997.
Research and development expenses were $273,986 for the nine months
compared to $918,370 for the same period in 1997. This decrease is due to
limited cash resources available to fund development. This decrease is expected
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to continue until the Company is able to obtain additional funding. These costs
were $1,000 for the second quarter compared to $389,487 in 1997.
General and Administrative expenses decreased $1,261,243 to $1,901,137
for the first nine months of 1998 from $3,162,380 in 1997. This decrease is due
to lower operating costs as a result of the Max-Plus licensing arrangement and a
Company wide cost reduction program. These expenses were $501,726 for the third
quarter compared to $1,060,231 for the third quarter of 1997.
The reduction in expenses caused the loss from operations to improve to
$1,984,384 at September 30, 1998 from $3,462,713 in 1997. This was achieved
despite the short-term decrease in Max-Plus revenue caused by the licensing
agreement. The loss from operations for the third quarter of 1998 was $444,332
compared to $1,314,409 in 1997.
Other income and expenses provided income of $362,220 for the nine
months ended June 30, 1998 compared to an expense of $1,632,282 in 1997. This
improvement is due to the one time licensing fee of $1.5 million discussed
above. Other income and expenses resulted in an expense of $134,112 for the
third quarter of 1998 vs. $563,542 in 1997. The primary component is interest
expense.
Liquidity and Capital Resources -
The Company filed a petition for reorganization pursuant to Chapter 11
of the U. S. Bankruptcy Code on August 26, 1998. The Company was unable to make
interest payments on long-term obligations. All debt is classified as current on
the accompanying balance sheet. The Company received $75,000 of
debtor-in-possession financing during the third quarter. This funding was
necessary to continue operations.
The Company will require additional financing to continue operations.
New financing will be proposed in conjunction with a plan of reorganization. The
Company expects to file a plan of reorganization by the end of 1998.
The Company experienced a decrease in convertible notes outstanding at
September 30, 1998 to $748,750 from $3,477,500 at December 31, 1997. The
decrease is due to conversion of such notes to common stock of the Company.
Conversions of notes and other transactions during the first six months resulted
in an increase in the number of shares outstanding to 143,594,531 at June 30,
1998. A reverse stock split after the close of business on June 30, 1998 reduced
the number of shares to 35,898,633. Subsequent conversions of notes in the third
quarter caused the outstanding shares to increase to 110,185,448 at
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September 30, 1998. There were 98,439,431 shares outstanding at December 31,
1997.
Inflation and Regulation -
The Company's operations have not been, and in the near term, are not
expected to be, materially affected by inflation or changing prices. The Company
encounters competition from a variety of firms offering similar products in its
market area. Many of these firms have long-standing customer relationships and
are well staffed and well financed. The Company believes that competition in the
industry is based on competitive pricing, although the ability, reputation and
technical support of a concern is also significant. The Company does not believe
that any recently enacted or presently pending proposed legislation will have a
material adverse effect on its results of operations.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
27 Financial Data Schedule
The Company filed one report on Form 8-K during the three months ended
September 30, 1998.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ADVANCED GAMING TECHNOLOGY, INC.
(Registrant)
DATE: November 14, 1998 By: /s/ DANIEL H. SCOTT
----------------------------------
Daniel H. Scott
President, Chief Operating
Officer and Director
DATE: November 14, 1998 By: /s/ DANIEL H. SCOTT
----------------------------------
Daniel H. Scott
Chief Financial Officer