WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 1998 ----------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to -------------- ------------- Commission file number: 0-23588 ------------------------------------------ PAUL-SON GAMING CORPORATION - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 88-0310433 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1700 S. Industrial Road, Las Vegas, Nevada 89102 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 384-2425 - ----------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 3,476,050 shares of Common Stock, $0.01 par value as of October 9, 1998 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PAUL-SON GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AUGUST 31, 1998 AND MAY 31, 1998 (UNAUDITED) ASSETS AUGUST 31, MAY 31, 1998 1998 ------------- ------------- CURRENT ASSETS Cash and cash equivalents $ 126,911 $ 347,876 Trade receivables, net of allowance for doubtful 3,062,824 5,147,819 accounts of $435,000 and $292,340 Income taxes receivable 955,516 786,463 Inventories, net 4,921,468 5,171,402 Prepaid expenses 306,790 118,693 Other current assets 336,787 405,299 ------------- ------------- Total current assets 9,710,296 11,977,552 ------------- ------------- PROPERTY AND EQUIPMENT, NET 9,190,965 9,105,545 ------------- ------------- DEFERRED TAX ASSET 263,000 263,000 ------------- ------------- OTHER ASSETS Note receivable 150,000 150,000 Goodwill and other assets 454,332 469,229 ------------- ------------- Total other assets 604,332 619,229 ------------- ------------- TOTAL ASSETS $ 19,768,593 $ 21,965,326 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Short term borrowings $ 550,000 $ 850,000 Current maturities of long-term debt 59,451 59,007 Bank overdraft - 431,380 Accounts payable 1,109,351 1,733,122 Accrued expenses 527,648 1,115,915 Customer deposits 672,227 681,825 ------------- ------------- Total current liabilities 2,918,677 4,871,249 ------------- ------------- LONG-TERM DEBT, NET OF CURRENT MATURITIES 1,753,998 1,769,722 ------------- ------------- COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' EQUITY Preferred stock, authorized 10,000,000 shares, $.01 par value, none issued and outstanding - - Common stock, authorized 30,000,000 shares, $.01 par value, issued and outstanding 3,475,050 and 3,465,750 shares as of August 31, 1998 and May 31, 1998 34,751 34,658 Additional paid-in capital 13,636,457 13,566,800 Retained earnings 1,424,710 1,722,897 ------------- ------------- 15,095,918 15,324,355 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,768,593 $ 21,965,326 ============= ============= See notes to the condensed consolidated financial statements 2 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED AUGUST 31, --------------------------- 1998 1997 ------------ ------------ Revenues $ 5,698,409 $ 5,546,583 Cost of revenues 4,393,359 4,741,579 ------------ ------------ Gross profit 1,305,050 805,004 Selling, general and administrative expenses 1,722,793 1,567,540 ------------ ------------ Operating loss (417,743) (762,536) Other income 9,593 61,501 Interest expense (50,599) (4,854) ------------ ------------ Loss before income taxes (458,749) (705,889) Income tax benefit 160,562 257,649 ------------ ------------ Net loss ($298,187) ($448,240) ============ ============ Loss per share: Basic ($0.09) ($0.13) Diluted ($0.09) ($0.13) See notes to the condensed consolidated financial statements 3 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED AUGUST 31, ------------------------------ 1998 1997 ------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers $ 7,723,399 $ 5,749,399 Cash paid to suppliers and employees (7,170,865) (6,993,149) Interest received 5,826 23,875 Interest paid (50,599) (4,854) Income taxes paid (130,260) (207,752) ------------- ------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 377,501 (1,432,481) ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (352,936) (256,956) ------------- ------------- NET CASH USED IN INVESTING ACTIVITIES (352,936) (256,956) ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of stock options 69,750 36,270 Principal payments on short-term borrowings (300,000) - Principal payments on long-term borrowings (15,280) (7,307) ------------- ------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (245,530) 28,963 ------------- ------------- Net decrease in cash and cash equivalents (220,965) (1,660,474) CASH AND CASH EQUIVALENTS, beginning of period 347,876 2,753,152 ------------- ------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 126,911 $ 1,092,678 ============= ============= RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Net loss $ (298,187) $ (448,240) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 267,516 242,755 Provision for bad debts 60,000 24,000 Change in assets and liabilities: Decrease in accounts receivable 2,024,995 458,558 Increase in income taxes receivable (169,053) (146,471) Decrease (increase) in inventories 249,934 (485,787) Increase in prepaid expenses (188,097) (77,398) Increase in other current assets 68,512 137,406 Decrease (increase) in other assets 14,897 (12,312) Decrease in accounts payable and accrued expenses (1,212,038) (488,694) Decrease in bank overdraft (431,380) - Decrease in customer deposits (9,598) (317,368) Decrease in income taxes payable - (318,930) ------------- ------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 377,501 $ (1,432,481) ============= ============= See notes to the condensed consolidated financial statements 4 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS Paul-Son Gaming Corporation, including its subsidiaries (collectively "Paul-Son" or the "Company"), is a leading manufacturer and supplier of casino table game equipment in the United States. The Company's products include casino chips, table layouts, playing cards, dice, furniture, table accessories and other products which are used with casino table games such as blackjack, poker, baccarat, craps and roulette. The Company sells its products in every state in which casinos operate in the United States and in various countries throughout the world. BASIS OF CONSOLIDATION AND PRESENTATION The condensed consolidated financial statements include the accounts of Paul-Son and its wholly-owned subsidiaries, Paul-Son Gaming Supplies, Inc. ("Paul-Son Supplies"), Paul-Son Mexicana, S.A. de C.V. ("Mexicana") and Authentic Products, Inc. All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These statements should be read in conjunction with the Company's annual audited consolidated financial statements and related notes included in the Company's Form 10-K for the year ended May 31, 1998. The condensed consolidated balance sheet as of August 31, 1998 and statements of operations and cash flows for the three month periods ended August 31, 1998 and 1997 are unaudited, but in the opinion of management, reflect all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for an interim period are not necessarily indicative of the results for the full year. A summary of the Company's significant accounting policies follows: CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments and repurchase agreements with original maturities of three months or less to be cash and cash equivalents. ACCOUNTS RECEIVABLE AND CUSTOMER DEPOSITS The Company performs ongoing credit evaluations of its customers and generally requires a fifty percent deposit for manufactured or purchased products at the discretion of management. These customer deposits are classified as a current liability on the balance sheet. 5 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued) The Company maintains an allowance for doubtful accounts, and charges against the allowance have been within management's expectations. INVENTORIES Inventories are stated at the lower of cost or market, net of reserves for slow-moving, excess and obsolete items. Cost is determined using the first-in, first-out method. PROPERTY AND EQUIPMENT Property and equipment are stated at cost, net of depreciation. Depreciation is computed primarily on the straight- line method for financial reporting purposes over the following estimated useful lives: YEARS Buildings and improvements 18-27 Furniture and equipment 5-10 Vehicles 5-7 GOODWILL Goodwill is amortized on a straight-line basis over 20 years. REVENUE RECOGNITION Substantially all revenue is recognized when products are shipped to customers. The Company typically sells its products with payment terms of net 30 days or less. INCOME TAXES The Company uses Statement of Financial Accounting Standards ("SFAS") No. 109 for financial accounting and reporting for income taxes. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current year. A deferred tax liability or asset is recognized for the estimated future tax effects, based on provisions of the enacted law, attributable to temporary differences and carryforwards. FOREIGN TRANSACTIONS Sales outside of the United States are not significant and substantially all transactions occur in United States dollars. 6 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued) ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the depreciable life of assets and the allowance for doubtful accounts and slow-moving, excess and obsolete inventories. Actual results could differ from those estimates. RECENTLY ADOPTED ACCOUNTING STANDARDS The Financial Accounting Standards Board ("FASB") issued SFAS No. 130, "Reporting Comprehensive Income" in June 1997. This statement, which is effective for fiscal years beginning after December 31, 1997, requires a company to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the stockholders' equity section of the consolidated balance sheet. The adoption of SFAS No. 130 did not affect the Company's condensed consolidated financial statements for the periods ended August 31, 1998 and 1997. NOTE 2 - INVENTORIES Inventories consist of the following: August 31, May 31, 1998 1998 ------------- ------------- Raw materials $ 1,632,430 $ 1,734,738 Work in process 247,621 333,182 Finished goods 3,241,417 3,303,482 ------------- ------------- 5,121,468 5,371,402 Less inventory reserves 200,000 200,000 ------------- ------------- $ 4,921,468 $ 5,171,402 ============= ============= NOTE 3 - SHORT-TERM BORROWINGS The Company has a $1.0 million line of credit agreement with a bank. Interest on outstanding borrowings currently accrues at the bank's prime rate of interest (8.5% at August 31, 1998). This facility, which is cross collateralized with a $1.8 million note (see Note 4), is secured by a first deed of trust on certain real estate owned by Paul-Son Supplies and by a secured interest in all accounts, equipment, inventory and general intangibles of Paul-Son 7 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 3 - SHORT-TERM BORROWINGS (continued) Supplies. The Company is also the guarantor of this facility and the $1.8 million note. Borrowings under the line of credit at August 31, 1998 and May 31, 1998 were $550,000 and $850,000, respectively. The line of credit agreement and the $1.8 million note contain restrictive covenants, generally requiring the Company to maintain certain financial ratios, as defined in the agreement. NOTE 4 - LONG-TERM DEBT AND PLEDGED ASSETS Long-term debt consists of the following: August 31, May 31, 1998 1998 ------------- ------------- Note payable to a bank in monthly installments of $18,118 including interest of 8.87% through October 2003 with a balloon payment of approximately $1,450,000 due November 2003, secured by first a deed of trust on the Company's main facility in Las Vegas, Nevada and a first security interest on all Company assets $ 1,756,751 $ 1,771,076 Notes payable to mortgage companies, collateralized by real estate, interest at 7.5% to 9.5%, with principal and interest payments of $898 due monthly through 2016 56,698 57,653 ------------- ------------- 1,813,449 1,828,729 Less current portion 59,451 59,007 ------------- ------------- $ 1,753,998 $ 1,769,722 ============= ============= NOTE 5 - EARNINGS PER SHARE The following table provides a reconciliation of basic and diluted loss per share as required by SFAS No. 128, "Earnings per Share": Dilutive Stock Basic Options Diluted ------------ ----------- ------------ For the 3 month period ending August 31, 1998 - --------------------------------------------- Net loss ($298,187) ($298,187) Weighted Average Shares 3,472,649 - 3,472,649 Per Share Amount ($0.09) ($0.09) 8 PAUL-SON GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 5 - EARNINGS PER SHARE (continued) Dilutive Stock Basic Options Diluted ------------ ------------- ----------- For the 3 month period ending August 31, 1997 - --------------------------------------------- Net loss ($448,240) ($448,240) Weighted Average Shares 3,421,500 - 3,421,500 Per Share Amount ($0.13) ($0.13) Dilutive stock options for the three months ended August 31, 1998 (400,950) and August 31, 1997 (918,250) have not been included in the computation of diluted net loss per share as their effect would be antidilutive. The Company has granted certain stock options to purchase common stock which had an exercise price greater than the average market price. These antidilutive options have been excluded from the computation of diluted net loss per share for the respective 3 month periods. These outstanding antidilutive options for the three months ending August 31, 1998 and 1997 were 453,750 and 0, respectively. NOTE 6 - RELATED PARTIES Included in selling, general and administrative expenses for the three month periods ended August 31, 1998 and 1997 are approximately $0 and $27,000, respectively, for legal services rendered by an individual while a member of the Company's Board of Directors. On November 22, 1996 the Company advanced to a director a $150,000 line of credit. The line of credit is to be repaid in full on or before December 1, 1998, with interest only payable quarterly to the Company at an interest rate equal to prime (8.5% at August 31, 1998) plus 2%. The loan is secured by a general pledge agreement covering all of the director's assets, rights to purchase certain shares of the Company's stock, and a pledge of certain shares of the Company's common stock by the Company's principal stockholder. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Paul-Son is a leading manufacturer and supplier of casino table game equipment in the United States. The Company's products include casino chips, table layouts, playing cards, dice, gaming furniture, and miscellaneous table accessories such as chip trays, drop boxes, and dealing shoes, which are used in conjunction with casino table games such as blackjack, poker, baccarat, craps and roulette. The Company is headquartered in Las Vegas, Nevada, with its primary manufacturing facilities located in San Luis, Mexico and sales offices in Las Vegas and Reno, Nevada; Atlantic City, New Jersey; Fort Lauderdale, Florida; Gulfport, Mississippi; Portland, Oregon; and Ontario, Canada. The Company sells its products in every state in which casinos operate in the United States. COMPARISON OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 1998 AND AUGUST 31, 1997 REVENUES. For the three months ended August 31, 1998, revenues totaled approximately $5.7 million, an approximate 3% increase from the approximate $5.5 million of revenues in the comparable period of the prior year. The increase in revenues for the 1998 period was due principally to an increase in playing card sales of approximately $874,000 (or approximately 113%) and increases in sales of casino chips, layouts, roulette wheels and dice of approximately $310,000 (approximately 35%) offset, in part, by a decrease in other products distributed (which are not manufactured by the Company) of approximately $1.0 million. Sales of products manufactured by the Company totaled approximately $4.2 million in the 1998 quarter vs. approximately $2.8 million in the same period of the prior year. COST OF REVENUES. Cost of revenues, as a percentage of sales, decreased to 77.1% for the current period as compared to 85.5% for the three months ended August 31, 1997. This improvement in the gross margin occurred as sales of the Company's manufactured, higher-margin products (principally playing cards, casino chips, dice and table layouts) increased by approximately $1.2 million over the prior year quarterly period. Additionally, improvements in the Company's gross margin were attributable to the elimination of dual playing card production facilities. During the three month period ended August 31, 1997, the Company manufactured playing cards in San Luis, Mexico and, to a limited extent, in Las Vegas, Nevada. Certain inefficiencies, which resulted in higher manufacturing costs in the prior year quarter, were eliminated with the transition of the Las Vegas playing card production to San Luis in May 1998. During certain previous reporting periods, the Company has generally had a positive impact from the decrease in the value of the Mexican peso. Over the last several reporting periods, the value of the Mexican peso has remained relatively stable. The Company cannot predict what impact fluctuations between the Mexican peso and the U.S. dollar will have on the future operating results of the Company. GROSS PROFIT. Gross profit for the quarter ended August 31, 1998, increased in absolute dollars by approximately $500,000 over the comparable period in the prior year. This improvement was primarily a result of the aforementioned higher revenues and the 10 aforementioned improvement in the cost of revenues as a percentage of sales in the 1998 period versus the 1997 period. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the three months ended August 31, 1998, selling, general and administrative ("SG&A") expenses increased approximately $155,000, or 9.9%, to approximately $1.7 million as compared to approximately $1.6 million in the comparable period of the prior year. This increase was primarily attributable to increased personnel and occupancy costs from the expansion into new and existing gaming markets and increased depreciation expense related to property and equipment purchases during the fiscal year ending May 31, 1998. INTEREST EXPENSE. For the three months ended August 31, 1998, interest expense increased to approximately $51,000 from approximately $5,000 in the 1997 period. This increase was due principally to the acquisition of debt (approximately $1.8 million) associated with the purchase of a new manufacturing facility in San Luis and certain manufacturing equipment acquired in November 1997, and average borrowings of approximately $700,000 under the Company's existing line of credit facility during the quarter ended August 31, 1998. Both of these debt instruments were acquired subsequent to August 31, 1997. OTHER INCOME. For the three months ended August 31, 1998, other income decreased to approximately $10,000 from approximately $62,000 in the 1997 period. This decrease was caused principally by a reduction in the amount of interest income received during the three months ended August 31, 1998 as compared to the comparable 1997 quarterly period (based on average outstanding cash balances during the quarters). NET LOSS. For the three months ended August 31, 1998 the Company sustained a net loss of approximately $298,000 versus a net loss of approximately $448,000 in the comparable prior year period. This improvement in net operating results was primarily due to the aforementioned increase in revenues and gross profit margins offset, in part, by an increase in SG&A expenses. The net loss per diluted share was $.09 for the three months ended August 31, 1998 as compared to a net loss per diluted share of $.13 per share for the three months August 31, 1997. LIQUIDITY AND CAPITAL RESOURCES OVERVIEW. Management believes that the combination of cash flows from operations, cash on hand and bank financing alternatives will provide sufficient liquidity both on a short- term and long-term basis. WORKING CAPITAL. Working capital totaled approximately $6.8 million at August 31, 1998, as compared to the approximately $7.1 million at May 31, 1998. CASH FLOW. Operating activities provided approximately $378,000 in cash during the three months ended August 31, 1998, as compared to cash used in operating activities of approximately $1.4 million during the same period in the prior year. A significant reduction in the Company's accounts receivable offset, in part, by a decrease in accounts payable and accrued expenses were the primary components of the net cash provided by operations. 11 LINE OF CREDIT. The Company has a line of credit (the "Line of Credit") from Norwest Bank of Nevada ("Norwest"), which now allows the Company to borrow up to $1,000,000. The Line of Credit matures on October 31, 1998. As of August 31, 1998, advances of $550,000 were outstanding under the Line of Credit. The Line of Credit is collateralized by a first priority security interest in substantially all of the Company's depository accounts at Norwest, accounts receivable, inventory, furniture, fixtures and equipment, and bears interest at a variable rate equal to Norwest's prime lending rate (8.5% at August 31, 1998). Under the Line of Credit, the Company has agreed to comply with certain financial covenants and ratios. Specifically, the Company has agreed to maintain profitability on an annualized basis of at least $250,000, maintain a tangible net worth (as defined in the agreement) of at least $14 million and maintain a debt to tangible worth ratio (total liabilities divided by tangible net worth) of less than 0.5 to 1. SEASONALITY. The Company has occasionally experienced some seasonality relative to new casino openings, particularly in Las Vegas, as new openings have tended to occur near the end of a calendar year; however, there does not appear to be any seasonality associated with the Company's core sales to existing customers. YEAR 2000 PROJECT. The Company is conducting a review of its computer systems to identify those areas that could be affected by the "Year 2000" issue and is in the process of updating many of its existing systems to improve overall business performance and to accommodate business for the "Year 2000". However, given the inherent risks for a project of this magnitude and the resources required, the timing and costs involved could differ materially from that anticipated by the Company. The Company expects its "Year 2000" date conversion project to be completed on a timely basis. However, there can be no assurance that the conversion project will be completed on schedule, and that the systems of other companies on which the Company may rely also will be timely converted or that such failure to convert by another company would not have an adverse impact on the Company's systems. The estimated costs directly or indirectly associated with the conversion project is currently expected to be less than $50,000, a significant portion of which will be in the form of capital expenditures. As of August 31, 1998, the Company has incurred no significant costs which are directly or indirectly related to the "Year 2000" project. RECENTLY ISSUED ACCOUNTING STANDARDS. See Note 1 to the Condensed Consolidated Financial Statements for a discussion of recently issued accounting standards and their expected impact on the Company's condensed consolidated financial statements. STATEMENT ON FORWARD-LOOKING INFORMATION Certain information included herein contains statements that may be considered forward-looking, such as statements relating to anticipated performance and financing sources. Any forward- looking statement made by the Company necessarily is based upon a number of estimates and assumptions that, while considered reasonable by the Company, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company, and are subject to change. Actual results of the Company's operations may vary materially from any forward-looking statement made by or on 12 behalf of the Company. Forward-looking statements should not be regarded as a representation by the Company or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward- looking statement contained herein is subject include, but are not limited to, those relating to dependence on existing management, gaming regulation (including action affecting licensing), leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions and changes in federal or state tax laws or the administration of such laws. For a summary of additional factors affecting forward- looking information, see the Company's annual report on Form 10-K for the year ended May 31, 1998, Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Statement on Forward-Looking Information." Note: Dollar amounts have been rounded for narrative purposes while the percentages were calculated using actual amounts. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits EXHIBIT NUMBER DESCRIPTION 27.01 Financial Data Schedule (b) Reports on Form 8-K None. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. PAUL-SON GAMING CORPORATION Date: October 12, 1998 By: /s/ Eric P. Endy Eric P. Endy, President (Duly Authorized Officer) Date: October 12, 1998 By: /s/ John M. Garner John M. Garner, Treasurer and Chief Financial Officer (Principal Financial Officer) 14