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 |
|
|
|
|
|
|
|
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 |
|
|
|
|
|
|
|
OR |
|
|
|
|
|
o |
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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 |
|
|
||
|
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) 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 ý No o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
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 1, 2003 |
|
Common Stock, $.01 par value |
|
3,805,299 |
2
PDS GAMING CORPORATION AND SUBSIDIARIES
|
|
|
June 30, |
|
December 31, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
ASSETS: |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
1,199,000 |
|
$ |
115,000 |
|
|
Restricted cash |
|
2,398,000 |
|
1,377,000 |
|
||
|
Notes, accounts and leases receivable, net of allowances |
|
41,691,000 |
|
41,203,000 |
|
||
|
Equipment under operating leases, net |
|
60,390,000 |
|
42,487,000 |
|
||
|
Equipment held for sale or lease |
|
2,670,000 |
|
3,350,000 |
|
||
|
Other assets, net |
|
9,236,000 |
|
9,306,000 |
|
||
|
|
|
$ |
117,584,000 |
|
$ |
97,838,000 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Equipment vendors payable |
|
$ |
13,941,000 |
|
$ |
14,385,000 |
|
|
Accounts payable |
|
713,000 |
|
233,000 |
|
||
|
Accrued expenses and other |
|
3,379,000 |
|
2,599,000 |
|
||
|
Customer deposits |
|
4,222,000 |
|
3,440,000 |
|
||
|
Notes payable |
|
78,178,000 |
|
59,977,000 |
|
||
|
Subordinated debt |
|
8,554,000 |
|
9,054,000 |
|
||
|
|
|
108,987,000 |
|
89,688,000 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Common stock, $.01 par value, 20,000,000 shares authorized, 3,803,737 and 3,799,978 shares issued and outstanding |
|
38,000 |
|
38,000 |
|
||
|
Additional paid-in capital |
|
11,816,000 |
|
11,812,000 |
|
||
|
Retained earnings (deficit) |
|
(3,257,000 |
) |
(3,700,000 |
) |
||
|
|
|
8,597,000 |
|
8,150,000 |
|
||
|
|
|
$ |
117,584,000 |
|
$ |
97,838,000 |
|
See notes to consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
THREE MONTHS ENDED JUNE 30,
(Unaudited)
|
|
|
2003 |
|
2002 |
|
||
|
REVENUES: |
|
|
|
|
|
||
|
Equipment sales and sales-type leases |
|
$ |
1,594,000 |
|
$ |
4,089,000 |
|
|
Operating lease rentals |
|
6,137,000 |
|
3,059,000 |
|
||
|
Finance income |
|
1,216,000 |
|
1,097,000 |
|
||
|
Fee income |
|
668,000 |
|
43,000 |
|
||
|
Casino |
|
226,000 |
|
495,000 |
|
||
|
|
|
9,841,000 |
|
8,783,000 |
|
||
|
COSTS AND EXPENSES: |
|
|
|
|
|
||
|
Equipment sales and sales-type leases |
|
1,322,000 |
|
3,246,000 |
|
||
|
Depreciation on leased equipment |
|
4,390,000 |
|
2,000,000 |
|
||
|
Interest |
|
2,405,000 |
|
1,792,000 |
|
||
|
Casino |
|
331,000 |
|
692,000 |
|
||
|
Selling, general and administrative |
|
896,000 |
|
873,000 |
|
||
|
Depreciation and amortization on other property |
|
187,000 |
|
198,000 |
|
||
|
Collection and asset impairment provisions |
|
25,000 |
|
31,000 |
|
||
|
|
|
9,556,000 |
|
8,832,000 |
|
||
|
Income (loss) before income taxes (benefit) |
|
285,000 |
|
(49,000 |
) |
||
|
Income taxes (benefit) |
|
103,000 |
|
(20,000 |
) |
||
|
Income (loss) from continuing operations |
|
182,000 |
|
(29,000 |
) |
||
|
Discontinued operations |
|
|
|
(484,000 |
) |
||
|
Net income (loss) |
|
$ |
182,000 |
|
$ |
(513,000 |
) |
|
|
|
|
|
|
|
||
|
Earnings (loss) per share: |
|
|
|
|
|
||
|
Continuing operations - basic and diluted |
|
$ |
0.05 |
|
$ |
(0.01 |
) |
|
Discontinued operations – basic and diluted |
|
|
|
(0.13 |
) |
||
|
Net income (loss) – basic and diluted |
|
0.05 |
|
(0.14 |
) |
||
|
|
|
|
|
|
|
||
|
Weighted average shares outstanding: |
|
|
|
|
|
||
|
Basic |
|
3,804,000 |
|
3,797,000 |
|
||
|
Diluted |
|
3,805,000 |
|
3,797,000 |
|
||
See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
SIX MONTHS ENDED JUNE 30,
(Unaudited)
|
|
|
2003 |
|
2002 |
|
||
|
REVENUES: |
|
|
|
|
|
||
|
Equipment sales and sales-type leases |
|
$ |
3,499,000 |
|
$ |
9,042,000 |
|
|
Operating lease rentals |
|
11,542,000 |
|
5,570,000 |
|
||
|
Finance income |
|
2,202,000 |
|
2,385,000 |
|
||
|
Fee income |
|
||||||