U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ COMMISSION FILE NO. 0-23914 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. (Name of Small Business Issuer in its Charter) DELAWARE 87-0521389 (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) Incorporation or organization) 16055 Space Center Blvd., Suite 230 Houston, TX 77062 (Address of Principal Executive Officers) ISSUER'S TELEPHONE NUMBER: (281) 486-6115 Not Applicable (Former Name or Former Address, 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 requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ] 1 PROCEEDINGS 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 court. NOT APPLICABLE. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: January 31, 1999 COMMON STOCK: 30,529,877 PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements The financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following pages, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. 2 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1999 Note 1. - Basis of Presentation THE ACCOMPANYING UNAUDITED CONDENSED FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR INTERIM FINANCIAL INFORMATION AND WITH THE INSTRUCTIONS TO FORM 10Q AND ITEM 10 OF REGULATION S-B. ACCORDINGLY, THEY DO NOT INCLUDE ALL OF THE INFORMATION FOR FOOTNOTES REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR COMPLETE FINANCIAL STATEMENTS. IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS (CONSISTING OF NORMAL RECURRING ACCRUALS) CONSIDERED NECESSARY FOR A FAIR PRESENTATION HAVE BEEN INCLUDED. OPERATING RESULTS FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 1999 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS THAT MAY BE EXPECTED FOR THE YEAR ENDED SEPTEMBER 30, 1999. THE BOARD OF DIRECTORS ELECTED TO CHANGE THE FISCAL YEAR END TO SEPTEMBER 30; THEREFORE, THE BASIS OF COMPARISON WILL BE 3RD QUARTER ENDING JUNE 1999 FOR YEAR END 1999 TO 3RD QUARTER ENDING SEPTEMBER 1998 FOR YEAR END 1998. 3 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS JUNE SEPTEMBER - ------ 1999 1998 (Unaudited) (Note) Current Assets: Cash $ (12,289) $ 6,740 Accounts Receivable 823,493 617,317 Retail Inventories 181,113 205,418 Prepaid Expenses 116,055 36,940 Other Current Assets 396,900 414 ----------- ----------- $ 1,505,273 $ 866,829 Property and Equipment 9,685,938 7,831,623 Less: Accumulated Depreciation (3,288,892) (2,930,797) ----------- ----------- $ 6,397,047 $ 4,900,826 Other Assets 151,312 278,329 ----------- ----------- TOTAL ASSETS $ 8,053,631 $ 6,045,984 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities: Accounts Payable and Accrued Expenses $ 744,624 $ 410,931 Notes Payable and Current Portion of Long-Term D 569,873 977,641 Other Current Liabilities 32,109 -- ----------- ----------- $ 1,346,606 $ 1,388,572 =========== =========== Long-Term Debt $ 3,518,263 $ 1,606,230 ----------- ----------- Deferred Income Taxes Stockholders' Equity Common Stock $ 787,100 $ 29,485 Additional Paid-in Capital 5,383,998 5,049,988 Retained Earnings (2,982,336) (2,028,291) ----------- ----------- Total Shareholders Equity $ 3,188,762 $ 3,051,182 ----------- ----------- Total Liabilities and Stockholders' Equity $ 8,053,631 $ 6,045,984 =========== =========== See Notes to Condensed Consolidated Financial Statements Note: Fiscal Year End Changed to September 30th ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED JUNE SEPTEMBER 1999 1998 Revenues $ 1,935,635 $ 1,906,815 Cost of Goods Sold 841,725 696,537 ------------------- ------------------ Gross Profit 1,093,910 1,210,278 General and Administrative Expenses 797,703 1,134,490 Depreciation 115,357 100,943 Interest Expense 46,127 86,308 ------------------- ------------------ (Loss) Before Income Taxes 134,723 (111,462) Income Taxes 0 0 Net (Loss) 134,723 (111,462) =================== ================== Net (Loss) Per Share 0.004 $ (0.004) =================== ================== Weighted Average Shares Outstanding 30,529,877 29,484,108 =================== ================== See Notes to Condensed Consolidated Financial Statements ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED JUNE SEPTEMBER 1999 1998 Revenues $ 5,014,841 $ 4,755,500 Cost of Goods Sold 2,469,364 1,958,182 ------------------- ------------------ Gross Profit 2,545,477 2,797,318 General and Administrative Expenses 2,531,797 2,658,687 Depreciation 358,095 491,610 Interest Expense 185,179 168,144 ------------------- ------------------ (Loss) Before Income Taxes (529,594) (521,123) Income Taxes 0 0 Net (Loss) (529,594) (521,123) =================== ================== Net (Loss) Per Share 0.017 $ (0.018) =================== ================== Weighted Average Shares Outstanding 30,529,877 29,484,108 =================== ================== See Notes to Condensed Consolidated Financial Statements ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 1999 SEPT. 30, 1998 Cash From Operations 277,287 $ (60,021) Investing Activities Purchase of property and equipment (631,508) (2,773,155) Other (115,007) ----------------- ------------------ (354,221) (2,888,162) Financing Activities Borrowing and repayment of debt 420,819 424,374 Issuance of additional common stock 2,404,387 ----------------- ------------------ 420,819 2,828,761 Increase in Cash 66,598 (119,422) Cash at Beginning of Period (78,887) 126,162 ----------------- ------------------ (12,289) 6,740 ================= ================== SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: Three months ended June 30, 1999 compared to three months ended September 30, 1998. General and administrative expenses decreased $336,787 from $1,134,490 to $797,703 during the same quarter comparison for 1998. Even though there are additional expenses generated by Hero's WaterWorld and PS&L due to the additional government purchase orders there is an offset reflected in the additional revenues generated by those entities. Also the accounts payable has decreased due to intercompany payments of amounts by one company by another and thus double booking of some expenses. These amounts were purged and reflect a more accurate balance. Depreciation expense for the third quarter of 1999 increased $259,341 from $4,755,500 to $5,014,841 over the comparable period in 1998. This is due to the increase of assets at the waterpark. Revenues for the third quarter of 1999 increased by $28,820 from 1,906,815 for third quarter ending September 1998 to $1,935,635 for third quarter ending June 30, 1999. The opening of the Hero's WaterWorld and increased purchases from the military from Performance Sound & Light, inc. have accounted for the increases. The addition of a website and on-line purchasing has been a substantial addition to the earnings of PS&L. However,some of the increases in revenues accounted for by Hero's WaterWorld and PS&L are offset by the closings of Hero's at Arlington and loss of revenues from Bronco Bowl. The long-term debt reflects the bridge loans from Capital Growth that will roll up into the $5.3 million of Indentured Trust when and if funded. Increases in Other Current Assets and Prepaid Interest are due to loan fees and other amounts associated with the bridge loans. Liquidity and Capital Resources The Company believes that internally generated cash is sufficient to fund the current level of operations. However, additional capital requirements needed for planned growth and to reduce short term debt will require the Company to seek additional outside financing. The Company has a financial agreement with Capital Growth Planning of El Cajon, Ca. for $5.3 million in Indentured Trust. The Company expects this funding to be completed during the next quarter but there can be no assurances that this funding will close. This funding upon closing, will retire all existing debt of the company to include certain bridge loans. 4 PART II -- OTHER INFORMATION Item 1. Legal Proceedings. There are not material legal proceedings except as disclosed in the 10K-SB As filed for 1998. Item 2. Changes in Securities. None; not applicable Item 3. Defaults Upon Senior Securities. None; not applicable Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable Item 5. Other Information None; not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits; None (b) Reports on Form 8-K None 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. Date: August 14, 1999 By: /s/ JAMES D. BUTCHER --------------------------------------- James D. Butcher Chairman & CEO Date: August 14, 1999 By: /s/ V.J. FARMER --------------------------------------- V.J. Farmer Controller 6