UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
Commission File No. 0-23928
PDS GAMING CORPORATION
(exact name of Registrant as specified in its charter)
|
Minnesota |
|
41-1605970 |
|
(State or other Jurisdiction of |
|
(I.R.S. Employer |
|
Incorporation or Organization) |
|
Identification No.) |
6171 McLeod Drive, Las Vegas, Nevada 89120
(Address of Principal Executive Offices)
(702) 736-0700
(Issuer’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) 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 ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
|
Class |
|
Outstanding as of August 6, 2002 |
|
Common Stock, $.01 par value |
|
3,797,901 |
PART I FINANCIAL INFORMATION
PART II OTHER INFORMATION
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
2
PDS GAMING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
June 30, |
|
December
31, |
|
||
|
ASSETS: |
|
(Unaudited) |
|
|
|
||
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
2,542,000 |
|
$ |
4,086,000 |
|
|
Restricted cash |
|
3,438,000 |
|
|
|
||
|
Notes, accounts and leases receivable, net of allowances |
|
44,398,000 |
|
44,800,000 |
|
||
|
Equipment under operating leases, net |
|
34,980,000 |
|
22,613,000 |
|
||
|
Equipment held for sale or lease |
|
4,171,000 |
|
4,941,000 |
|
||
|
Other assets, net |
|
10,360,000 |
|
8,617,000 |
|
||
|
|
|
$ |
99,889,000 |
|
$ |
85,057,000 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Accounts payable |
|
$ |
20,212,000 |
|
$ |
1,279,000 |
|
|
Customer deposits |
|
2,285,000 |
|
2,147,000 |
|
||
|
Notes payable |
|
55,132,000 |
|
53,640,000 |
|
||
|
Subordinated debt |
|
9,581,000 |
|
11,166,000 |
|
||
|
Accrued expenses and other |
|
2,540,000 |
|
4,397,000 |
|
||
|
|
|
89,750,000 |
|
72,629,000 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Common stock, $.01 par value, 20,000,000 shares authorized, 3,796,683 and 3,745,872 shares issued and outstanding at June 30, 2002 and December 31, 2001, respectively |
|
38,000 |
|
37,000 |
|
||
|
Additional paid-in capital |
|
11,808,000 |
|
11,712,000 |
|
||
|
Retained earnings (deficit) |
|
(1,707,000 |
) |
679,000 |
|
||
|
|
|
10,139,000 |
|
12,428,000 |
|
||
|
|
|
$ |
99,889,000 |
|
$ |
85,057,000 |
|
See notes to consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30,
(Unaudited)
|
|
|
2002 |
|
2001 |
|
||
|
REVENUES: |
|
|
|
|
|
||
|
Equipment sales and sales-type leases |
|
$ |
4,089,000 |
|
$ |
4,613,000 |
|
|
Operating lease rentals |
|
3,059,000 |
|
2,271,000 |
|
||
|
Finance income |
|
1,097,000 |
|
6,134,000 |
|
||
|
Fee income (loss) |
|
43,000 |
|
(87,000 |
) |
||
|
Casino |
|
528,000 |
|
454,000 |
|
||
|
|
|
8,816,000 |
|
13,385,000 |
|
||
|
COSTS AND EXPENSES: |
|
|
|
|
|
||
|
Equipment sales and sales-type leases |
|
3,395,000 |
|
4,313,000 |
|
||
|
Depreciation on leased equipment |
|
2,000,000 |
|
1,722,000 |
|
||
|
Interest |
|
1,792,000 |
|
2,263,000 |
|
||
|
Casino |
|
725,000 |
|
363,000 |
|
||
|
Selling, general and administrative |
|
724,000 |
|
1,523,000 |
|
||
|
Depreciation and amortization on other property |
|
198,000 |
|
296,000 |
|
||
|
Collection and asset impairment provisions |
|
31,000 |
|
842,000 |
|
||
|
|
|
8,865,000 |
|
11,322,000 |
|
||
|
Income (loss) before income taxes (benefit) |
|
(49,000 |
) |
2,063,000 |
|
||
|
Income taxes (benefit) |
|
(20,000 |
) |
825,000 |
|
||
|
Income (loss) from continuing operations |
|
(29,000 |
) |
1,238,000 |
|
||
|
Discontinued operations |
|
(484,000 |
) |
(710,000 |
) |
||
|
Net income (loss) |
|
$ |
(513,000 |
) |
$ |
528,000 |
|
|
|
|
|
|
|
|
||
|
Earnings (loss) per share: |
|
|
|
|
|
||
|
Continuing operations: |
|
|
|
|
|
||
|
Basic |
|
$ |
(0.01 |
) |
$ |
0.33 |
|
|
Diluted |
|
(0.01 |
) |
0.32 |
|
||
|
Discontinued operations — basic and diluted |
|
(0.13 |
) |
(0.19 |
) |
||
|
Net income (loss) — basic and diluted |
|
(0.14 |
) |
0.14 |
|
||
|
|
|
|
|
||||