As filed with the Securities and Exchange Commission on January 4, 2006
Registration Statement No. 333-122819
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONEY CENTERS OF AMERICA, INC.
(Name of small business issuer in its charter)
Delaware 6099 23-2929364
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code Number)
Organization)
700 South Henderson Road, Suite 325, King of Prussia, PA 19406
-------------------------------------------------------------------------------
(610) 354-8888
-------------------------------------------------------------------------------
(Address and Telephone Number of Principal Executive Offices and Principal Place
of Business)
Christopher M. Wolfington, Chief Executive Officer
Money Centers of America, Inc.
700 South Henderson Road, Suite 325
King of Prussia, PA 19406
(610) 354-8888
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Lawrence D. Rovin, Esq.
Klehr, Harrison, Harvey,
Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
(215)568-6060
Approximate date of proposed sale to the public: From time to time after
the effective date of the registration statement until such time as all of the
shares of common stock registered hereunder have been sold.
[If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |_|
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed
Title of Each Class Amount to be Offering Price Maximum Aggregate Amount of
of Securities Being Registered Registered Per Share((1) ) Offering Price (1) Registration Fee
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock........ 7,002,343 shares $0.65 $4,535,273 $533.80
--------------------------------------------------------------------------------------------------------------------
Total......................... 7,002,343 shares $0.65 $4,535,273 $533.80
====================================================================================================================
The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that the registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
---------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee. The
proposed Maximum Aggregate Offering Price was calculated pursuant to Rule 457(c)
under the Securities Act of 1933, as amended, on the basis of the average of the
bid and ask prices on February 9, 2005 as reported on the NASD Over-the-Counter
Bulletin Board.
SUBJECT TO COMPLETION. DATED , 2006.
-------------------------------
PROSPECTUS
Money Centers of America, Inc.
7,002,343 Shares of Common Stock
An aggregate of 7,002,343 shares of common stock of Money Centers of
America, Inc. covered by this prospectus are being offered and sold from time to
time by certain of our stockholders hereinafter referred to as the selling
stockholders. All of these shares are being registered for resale only. We will
not receive any of the proceeds from the sale of the shares by the selling
stockholders. The shares of our common stock that we are registering by this
prospectus will be offered for sale by the selling stockholders, from time to
time, at prevailing market prices or in negotiated transactions.
Our common stock is eligible for quotation on the Over-the-Counter
Bulletin Board and is quoted under the Symbol "MCAM".
The selling stockholders may be deemed underwriters within the meaning
of the Securities Act of 1933 in connection with such sales.
These securities are speculative and involve a high degree of risk. For
a discussion of certain important factors that should be considered by
prospective investors, see "Risk Factors" beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
The date of this prospectus is ____________________________, 2006
TABLE OF CONTENTS
Summary.......................................................................1
Risk Factors..................................................................4
Business.....................................................................10
Legal Proceedings............................................................18
Cautionary Statement For Forward-Looking Statements..........................19
Management's Discussion and Analysis or Plan of Operations...................20
Directors, Executive Officers, Promoters and Control Persons.................31
Executive Compensation.......................................................32
Security Ownership Of Certain Beneficial Owners And Management and Related
Stockholder Matters.....................................................35
Selling Holders..............................................................37
Plan of Distribution.........................................................38
Use of Proceeds..............................................................40
Certain Relationships and Related Party Transactions.........................40
Description of Securities....................................................41
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities..............................................42
Market for Common Equity and Related Shareholder Matters.....................43
Experts......................................................................45
Legal Matters................................................................45
Where You Can Find More Information..........................................45
SUMMARY
This summary highlights important information included in this
prospectus. Because it is a summary, it does not contain all of the information
you should consider before making an investment decision. You should read the
entire prospectus carefully, including the section titled "Risk Factors"
beginning on page 4.
Business
We are a single source provider of cash access services to the gaming
industry. We have combined state-of-the-art technology with personalized
customer services to deliver high quality ATM, Credit Card Advance, POS Debit,
Check Cashing Services, CreditPlus outsourced marker services, and merchant card
processing. As suppliers to the gaming industry have consolidated service
offerings, we will meet the growing trend towards single source providers of
products and services to casinos and other gaming facilities worldwide. This
trend supports our business plan to identify fragmented segments of the market
to capitalize on merger and acquisition targets of synergistic companies that
support our business model.
We intend to become a leading provider of cash access and financial
management services for the gaming industry. Our business model is specifically
focused on specialty transactions in the cash access segment of the funds
transfer industry. We deploy our services on a full service basis by providing
hardware, software and processing services to our customers. We also have
commenced marketing a transaction management system under which we will deploy
our services through licensing agreements pursuant to which we license to our
customers the right to use our technology and our customers provide their own
hardware, service and maintenance.
We have identified the gaming industry as a niche segment within the
funds transfer industry that has significant growth opportunities. We believe
there is significant value to having a proprietary position in each phase of the
transaction process in the niche markets where management has a proven track
record. We are confident that our full service and technology license deployment
strategy positions us to meet the needs of any gaming facility or jurisdiction
in the United States.
We have a team of experienced executives in the financial services and
gaming industries who have identified an opportunity to capitalize on the need
for an experienced, aggressive, service oriented company to provide a full range
of funds transfer services to the gaming and retail markets.
We currently have contracts to provide some or all of the cash access
services in 18 locations across the United States
Our offices are located at 700 South Henderson Road, Suite 325, King of
Prussia, PA 19406. Our telephone number is (610) 354-8888.
The Offering
Shares offered by the selling stockholders 7,002,343. Includes 25,000 shares
issuable upon the exercise of warrants.
Common stock outstanding 25,206,978 shares.
Use of proceeds The selling stockholders
will receive the net proceeds from
the sale of the shares offered by
this prospectus. We will receive
none of the proceeds from the sale
of shares offered by this
prospectus.
1
Description of Selling Stockholders
In this prospectus we are registering the resale of up to 7,002,343
shares of our common stock by 16 of our stockholders that either purchased
shares of our common or warrants exercisable for shares of our common stock in
private placement offerings or received shares of our common stock as a result
of our redomestication merger in October 2004.
Summary Consolidated Financial
and Operating Data
The following table sets forth summary consolidated historical
financial data for the nine months ended September 30, 2005 and September 30,
2004 and for the fiscal year ended December 31, 2004. You should read this
information in conjunction with "Management's Discussion and Analysis or Plan of
Operations" as well as the consolidated financial statements and their related
notes included elsewhere in this prospectus.
Nine Months Ended Fiscal Year Ended
----------------------------------------------------------------------------
September 30, September 30, December 31,
2005 2004 2004
(unaudited) (unaudited)
---------------------- -------------------- --------------------------
Statement of Income Data:
Revenues $ 15,348,705 $ 11,538,072 $ 16,258,302
Cost of services 12,334,290 9,696,598 13,912,356
---------------------- -------------------- --------------------------
Gross Profit 3,014,415 1,841,474 2,745,946
Selling, general and administrative 1,700,274 1,886,789 2,642,341
expenses
Noncash Compensation 92,066 5,298,053 7,674,491
Depreciation and Amortization 502,264 1,031,390 1,615,803
---------------------- -------------------- --------------------------
Income (loss) from operations 719,811 (6,374,759) (10,135,452)
Other income (expense), net (1,404,229) (1,177,037) (1,706,301)
Net income (loss) $ (687,231) $ (8,040,389) $ (11,841,753)
---------------------- -------------------- --------------------------
Net income (loss) per share - basic $ (0.03) $ (1.60) $ (1.33)
Net income (loss) per share - diluted $ (0.03) $ (1.60) $ (1.33)
2
September 30, 2005 December 31, 2004
(unaudited) (audited)
--------------------- -------------------------
Balance Sheet Data:
Working Capital $ (6,105,473) $ (5,252,421)
Total assets 5,780,538 9,346,600
Total liabilities 11,886,011 13,472,821
Stockholders' deficit (4,100,463) (4,126,221)
3
RISK FACTORS
You should carefully consider the risks described below, together with
all of the other information included in or incorporated by reference in this
prospectus, before making an investment decision. We believe that the risks and
uncertainties described below are the material risks that we face. If any of the
following risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected. In that case, the trading
price of our common stock could decline and you may lose all or part of your
investment.
Significant expansion of our operations may require additional
-----------------------------------------------------------------------
expenses, and these efforts may strain our management, financial and operational
--------------------------------------------------------------------------------
resources.
----------
If we cannot effectively manage our growth, then our ability to provide
services will suffer. Our reputation and our ability to attract, retain and
serve our customers depend upon the reliable performance of our products and
ATMs, as well as our infrastructure and systems. We anticipate that we will
expand our operations significantly in the near future, and further expansion
will be required to address the anticipated growth in our user base and to
capitalize on market opportunities. To manage the expected growth of our
operations and personnel, we will need to improve our existing systems and
implement new systems, procedures and controls. In addition, we will need to
expand, train and manage an increasing employee base. We will also need to
expand our finance, administrative and operations staff. Though historically we
have managed our growth effectively, we may not be able to effectively manage
our growth in the future. If we are unable to manage growth effectively or if we
experience disruption during our expansion, then our business will suffer and
our financial condition and results of operations will be seriously affected. In
addition, though we are in the process of renewing our existing lines of credit,
we will require additional financing in order to execute our expansion plans.
Additional financing may not be available to us, or if available, then it may
not be available upon terms and conditions acceptable to us. If adequate funds
are not available, then we may be required to delay, reduce or eliminate our
expansion plans.
We have approximately $9,600,000 in indebtedness and approximately
-----------------------------------------------------------------------
$2,500,000 in accounts payable, commissions payable and accrued expenses. If we
--------------------------------------------------------------------------------
are unable to satisfy these obligations, then our business will be adversely
--------------------------------------------------------------------------------
effected.
---------
As of September 30, 2005, we had indebtedness in the aggregate principal
amount of approximately $9,600,000 and accounts payable and accrued expenses of
approximately $2,500,000. Though our operating profits are sufficient to meet
our current obligations under our credit facilities, if we become unable to
satisfy these obligations, then our business will be adversely affected. Certain
of these obligations are secured by security interests in substantially all of
our assets granted to the lender. Accordingly, if we are unable to satisfy these
obligations, then our lender may sell our assets to satisfy the amounts due
under these loans. Any such action would have an adverse effect on our business.
Our independent auditors have raised substantial doubt about our
-----------------------------------------------------------------------
ability to continue as a going concern.
---------------------------------------
Due to our accumulated deficit of $14,811,030 as of December 31, 2004,
and our net losses and cash used in operations of $11,841,753 and $902,217,
respectively, for the year ended December 31, 2004, our independent auditors
have raised substantial doubt about our ability to continue as a going concern.
While we believe that our present plan of operations will be profitable and will
generate positive cash flow, we may not generate net income or positive cash
flow in 2005 or at any time in the future.
We have had a history of losses and may experience continued losses in
-----------------------------------------------------------------------
the foreseeable future.
-----------------------
For the nine months ended September 30, 2005 we experienced a net loss
of $687,231 and for the year ended December 31, 2004, we experienced a net loss
of $11,841,753. Due to the costs associated with our planned continued expansion
of our business, we expect to incur losses for the year ending December 31,
2005.
4
If we are unable to increase revenues from existing and new contracts while
controlling costs, our losses may be greater than we anticipate and we may have
insufficient capital to meet our obligations.
Our business is concentrated in the gaming industry.
----------------------------------------------------
Our business currently is concentrated in the casino gaming industry,
and our plan of operation contemplates that we will continue to focus on
operations in casinos and other gaming locations. Accordingly, a decline in the
popularity of gaming or the rate of expansion of the gaming industry, changes in
laws or regulations affecting casinos and related operations or the occurrence
of other adverse changes in the gaming industry, would have a material adverse
effect on operations.
Most of our agreements with casinos are of a short duration and may not
-----------------------------------------------------------------------
be renewed.
-----------
Our agreements with casino operators typically have initial terms of
one to five years, with renewal clauses. It is likely that one or more of our
casino customers will elect not to renew their contracts. We rely principally on
our relationships with the casino operators, rather than on the terms of our
contracts, for the continued operation of our funds transfer services. However,
if our contracts expire and customers do not elect to renew them, and we have
not entered into sufficient contracts with new customers to replace the lost
revenues, then our revenues will be adversely affected.
Our contracts with Indian tribes are subject to claims of sovereign
-----------------------------------------------------------------------
immunity.
---------
We have entered into agreements with Indian tribes. Indian tribes in
the United States generally enjoy sovereign immunity from lawsuits, similar to
that of the United States government. The law regarding sovereign immunity is
unsettled. Though some of our contracts provide for a limited waiver of immunity
for the enforcement of our contractual rights, if any Indian tribe defaults on
our agreements and successfully asserts its right of sovereign immunity, our
ability to recover our investment, or to originate and sell future Indian gaming
transactions, could be materially adversely affected.
We derive a significant portion of our revenues from a few customers
-----------------------------------------------------------------------
and the loss of one or more of these contracts could have a significant adverse
--------------------------------------------------------------------------------
effect on our financial results.
--------------------------------
The Company is dependent on two customers for a significant portion of
its revenue and gross profit. For the nine months ended September 30, 2005, we
derived 41% of our revenues from these customers. The loss of either of these
customers would result in an immediate material reduction in our revenues and
gross profit.
We face collection risks in cashing checks presented by casino patrons.
-----------------------------------------------------------------------
Like all companies engaged in the funds transfer business, we face
certain collection risks, especially with respect to check cashing services. We
attempt to minimize collection risks by utilizing disciplined procedures in
processing transactions. Nevertheless, our operations would be adversely
affected by any material increase in aggregate collection losses. Though we have
been effective in managing our credit risk in the past, it is possible that we
might incur significant losses with respect to our check cashing services in the
future and such losses could have a material, adverse effect on our financial
condition.
We are subject to licensing requirements and other regulations.
---------------------------------------------------------------
We are subject to licensing requirements and other regulations in many
states and by Native American tribal entities. Regulators have significant
discretion to deny or revoke licenses. If we are unable to obtain a license
required to do business in a certain state or with a certain Native American
tribe, or if such a license is revoked, there would be significant negative
consequences, including possible similar action by other regulatory entities. In
addition, government laws and regulations may include limitations on fees
charged to consumers for cash access services (although no such limitations
currently exist). Changes in laws and regulations could have a material, adverse
effect on our operations.
5
The exercise of stock options and warrants at prices below the market
-----------------------------------------------------------------------
price of our common stock could cause a decrease or create a ceiling on the
--------------------------------------------------------------------------------
market price of our common stock.
---------------------------------
We have issued and outstanding stock options and warrants exercisable
for 6,670,780 shares of our common stock at prices below our current market
price, with an average exercise price of $0.01 per share. The existence of these
options may have a depressing effect on the market price of our common stock,
and the exercise of these options, if accompanied by a sale of the shares of
common stock issued on exercise, may result in a decrease in the market price of
our common stock.
Our success depends on market acceptance of our products and services.
----------------------------------------------------------------------
We believe that our ability to increase revenues, cash flow and
profitability will depend, in part, upon continued market acceptance of our
products and services, particularly our credit card cash advance products, POS
Debit, CreditPlus, ATM and check cashing products. We cannot predict whether
market acceptance of our existing products and services will continue or that
our new products and services will receive any acceptance from the marketplace.
Changes in market conditions in the gaming industry and in the financial
condition of casino operators, such as consolidation within the industry or
other factors, could limit or decrease market acceptance of our products and
services. Most of our business is based on one to five year agreements with
casino operators. We have been successful in renewing these agreements and in
attracting new customers. However, insufficient market acceptance of our
products and services could have a material, adverse effect on our business,
financial condition and results of operations.
We might expand through acquisitions, which may cause dilution of our
-----------------------------------------------------------------------
common stock and additional debt and expenses.
----------------------------------------------
Any acquisitions of other companies may result in potentially dilutive
issuances of our equity securities and the incurrence of additional debt. We
plan to seek acquisitions and joint ventures that will complement our services,
broaden our consumer base and improve our operating efficiencies. Acquisitions
involve numerous additional risks, including difficulties in the assimilation of
the operations, services, products and personnel of acquired companies, which
could result in charges to earnings or otherwise adversely affect our operating
results. There can be no assurance that acquisition or joint venture
opportunities will be available, that we will have access to the capital
required to finance potential acquisitions, that we will continue to acquire
businesses or that any acquired businesses will be profitable.
Acquisitions we make may not prove to be profitable, and may drain our
-----------------------------------------------------------------------
resources.
----------
Although we intend to initiate acquisitions that will provide us with
additional revenues and income, or that involve the acquisition of products or
product lines that are complementary to those we already offer, it is possible
that an acquisition will turn out to have a negative impact on earnings due to
unanticipated costs, disputes resulting in litigation or erosion of the acquired
customer base. In addition, the assimilation of an acquired business will
consume portions of the time, attention and energy of management which otherwise
would be devoted to the day-to-day management of our business.
Our success will be largely dependent upon our key executive officers
-----------------------------------------------------------------------
and other key personnel.
------------------------
Our success will be largely dependent upon the continued employment of
our key executive officers and, particularly, our continued employment of
Christopher M. Wolfington. The loss of Mr. Wolfington's services would have a
material adverse effect on our operation. Although Mr. Wolfington has entered
into an employment agreement with us, and owns approximately 67.7% of our issued
and outstanding common stock, it is possible that Mr. Wolfington would not
continue his employment with us. In addition, we do not presently maintain
insurance on Mr. Wolfington's life. Although we believe that we would be able to
locate a suitable replacement for Mr. Wolfington if his services were lost, we
may not be able to do so. In addition, our future operating results will
6
substantially depend upon our ability to attract and retain highly qualified
management, financial, technical and administrative personnel. Competition for
highly talented personnel is intense and can lead to increased compensation
expenses. We may not be able to attract and retain the personnel necessary for
the development of our business.
We will be in competition with companies that are larger, more
-----------------------------------------------------------------------
established and better capitalized than we are.
-----------------------------------------------
The cash access services industry is highly competitive, rapidly
evolving and subject to constant change. Our principal competitors in the
credit/debit card cash advance area are Global Cash Access, LLC, Cash & Win,
Game Financial Corporation, Cash Systems, Inc. and FastFunds Financial Corp.
Some of our competitors have:
o greater financial, technical, personnel, promotional and marketing
resources;
o longer operating histories;
o greater name recognition; and
o larger consumer bases than us.
We believe that existing competitors are likely to continue to expand
their products and service offerings. Moreover, because there are few,
substantial barriers to entry, we expect that new competitors are likely to
enter the cash access services market and attempt to market financial products
and services similar to our products and services, which would result in greater
competition. We may not be able to compete successfully with these new or
existing competitors.
Shares of our common stock lack a significant trading market.
-------------------------------------------------------------
Shares of our common stock are not eligible for trading on any national
or regional exchange. Our common stock is eligible for trading in the
over-the-counter market on the Over-The-Counter Bulletin Board. This market
tends to be highly illiquid. There are currently no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in our common stock. An active trading market in our common
stock may not develop, or if such a market develops, may not be sustained. In
addition, there is a greater chance for market volatility for securities that
trade on the Over-The-Counter Bulletin Board as opposed to securities that trade
on a national exchange or quotation system. This volatility may be caused by a
variety of factors, including the lack of readily available quotations, the
absence of consistent administrative supervision of "bid" and "ask" quotations
and generally lower trading volume.
Ownership of our stock by one person means that our other shareholders
-----------------------------------------------------------------------
have no effective ability to elect directors or otherwise influence management.
--------------------------------------------------------------------------------
One person controls a majority of our capital stock. Christopher M.
Wolfington owns approximately 67.7% of our issued and outstanding capital stock.
As a result, Mr. Wolfington has the ability to control substantially all matters
submitted to our shareholders for approval (including the election and removal
of directors and any merger, consolidation or sale of all or substantially all
of our assets), to elect himself as Chairman, Chief Executive Officer and
Treasurer and to control our management and affairs. This concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control, or impeding a merger, consolidation, takeover or other business.
Our shares of common stock are subject to penny stock regulation.
-----------------------------------------------------------------
Holders of shares of our common stock may have difficulty selling those
shares because our common stock will probably be subject to the penny stock
rules. Shares of our common stock are subject to rules adopted by the Securities
and Exchange Commission that regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks are generally equity securities
with a price of less than $5.00 which are not registered on certain national
7
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in those securities is
provided by the exchange or system. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
Securities and Exchange Commission, which contains the following:
o a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
o a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to
violation to such duties or other requirements of securities laws;
o a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the "bid" and "ask" price;
o a toll-free telephone number for inquiries on disciplinary actions;
o definitions of significant terms in the disclosure document or in the
conduct of trading in penny stocks; and
o such other information and is in such form (including language, type,
size and format), as the Securities and Exchange Commission shall
require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer
also must provide the customer with the following:
o the bid and offer quotations for the penny stock;
o the compensation of the broker-dealer and its salesperson in the
transaction;
o the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
o monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that, prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to
transactions involving penny stocks, and a signed and dated copy of a written
suitability statement. These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock that becomes
subject to the penny stock rules.
A provision in our Amended and Restated Certificate of Incorporation
-----------------------------------------------------------------------
requires 5% holders of our common stock to consent to background checks by state
--------------------------------------------------------------------------------
and Native American regulators and statutory provisions to which we are subject
--------------------------------------------------------------------------------
may have the effect of deterring potential acquisition proposals.
-----------------------------------------------------------------
Many of the regulatory authorities that approve our licensing and many
of the Indian tribes with which we may do business perform background checks on
our directors, officers and principal shareholders. As a consequence, our
Amended and Restated Certificate of Incorporation provides that a person may not
hold 5% or more of our securities without first agreeing to:
o consent to a background investigation,
o provide a financial statement and
o respond to questions from gaming regulators and/or Indian tribes.
8
Stockholders holding less than 5% of our outstanding securities could
also be subject to the same requirements. Such requirements could discourage
acquisition of large blocks of our securities, could depress the trading price
of our common stock and could possibly deter any potential purchaser of our
company.
Our directors may be subject to investigation and review by gaming
regulators in jurisdictions where we are licensed or have applied for a license.
Such investigation and review of our directors may have an anti-takeover effect.
We do not intend to pay cash dividends on our shares of common stock.
---------------------------------------------------------------------
The future payment of dividends will be at the discretion of our Board
of Directors and will depend on our future earnings, financial requirements and
other similarly unpredictable factors. For the foreseeable future, we anticipate
that any earnings that may be generated from our operations will be retained by
us to finance and develop our business and that dividends will not be paid to
stockholders. Accordingly, the only income that our stockholders may receive
will be derived from the growth of our stock price, if any.
9
BUSINESS
General
Money Centers of America, Inc. is a corporation existing under the laws
of the State of Delaware. The company's original Certificate of Incorporation
was filed on October 10, 1997 and a Restated Certificate of Incorporation was
filed on August 20, 2004.
Prior to March 2001, we were a development company focusing on the
completion of a Point of Sale ("POS") transaction management system for the
gaming industry. In March 2001, we commenced operations with the launch of the
POS system at the Paragon Casino in Marksville, LA.
On January 2, 2004, iGames Entertainment, Inc. acquired us pursuant to
our merger with and into a wholly-owned subsidiary of iGames formed for that
purpose. In addition, on January 6, 2004, iGames acquired Available Money, Inc.,
an operator of free-standing ATM machines in casinos. The business operations of
Available Money were combined with our business operations. As a result of the
acquisition of Available Money and our continued growth, we currently provide
services in 20 locations across the United States.
Our acquisition by iGames was accounted for as a reverse acquisition.
Although iGames was the legal acquirer in the merger, we were the accounting
acquirer since our shareholders acquired a majority ownership interest in
iGames. Consequently, our historical financial information is reflected in the
financial statements prior to January 2004. All significant intercompany
transactions and balances have been eliminated.
On October 15, 2004, pursuant to an Agreement and Plan of Merger dated
as of August 10, 2004 (the "Merger Agreement") by and between iGames and us,
iGames was merged with and into us. Pursuant to the Merger Agreement, the holder
of each share of iGames' common stock received one share of our common stock,
and each holder of shares of iGames' Series A Convertible Preferred Stock
received 11.5 shares of our common stock. Options and warrants to purchase
iGames' common stock, other than warrants issued as part of the merger
consideration in iGames' January 2004 acquisition of us (the "Merger Warrants"),
are deemed options and warrants to purchase the same number of shares of our
common stock with no change in exercise price. The Merger Warrants were
cancelled in exchange for 1.15 shares of our common stock for each share of
common stock purchasable thereunder.
As a result of this merger, iGames ceased to exist as a corporation and
we succeeded to the registration of iGames under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Act"), pursuant to the provisions of Rule
12g-3(a) promulgated under the Act. iGames was registered, and filed reports,
under the Act with the Securities and Exchange Commission (the "Commission") in
accordance with Section 12(g) of the Act.
In addition, as a result of this merger, our Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws govern the rights
of our stockholders. We have also assumed administration of the iGames' Amended
and Restated 2003 Stock Incentive Plan. iGames had a fiscal year that ended on
March 31. We have a fiscal year that ends on December 31. We have retained our
December 31 fiscal year.
We are a single source provider of cash access services and transaction
management systems to the gaming industry. Our core competencies are the
facilitation, processing, and execution of ATM, Credit Card Advance, POS Debit,
Check Cashing, stored value, marker, and merchant card services in the Gaming
Industry. As the suppliers to the gaming industry have consolidated service
offerings, we will meet the growing trend towards single source providers of
products and services to casinos and other gaming facilities worldwide. This
trend supports our business plan to offer a full range of cash access services
as well as to identify merger and acquisition candidates with discrete product
offerings that complement our existing offerings and will further support our
business model.
We intend to become a leading innovator in cash access and transaction
management services for the gaming industry. Our business model is specifically
focused on providing our full suite of cash access services through two distinct
10
deployment channels: 1) the traditional outsourced solution whereby the casino
operator contracts out all cash access services whereby we provide a complete
package of hardware, software and processing services to our customers, and 2)
the licensing of our Transaction Management System through licensing agreements
pursuant to which we sell an enterprise software application that allows casinos
to internalize the operation of these services which includes providing their
own hardware, service and maintenance.
We have identified the gaming industry as a niche segment within the
funds transfer industry that has significant growth opportunities. We are
confident that our full service and technology license deployment strategy
positions us to meet the needs of any gaming facility or jurisdiction in the
United States.
We currently have contracts to provide some or all of the cash access
services in 18 locations across the United States. Our locations are in the
states of California (8 locations), Nevada (3 locations), New York (2
locations), and 1 location each in Missouri, New Mexico, Wisconsin, Washington
and Colorado.
Products
We have developed four primary products: credit/debit card cash
advance, CreditPlus Credit Services, Automatic Teller Machines ("ATMs") and
check cashing solutions. These products are the primary means by which casinos
make cash available to gaming customers. We believe that we have a distinct
advantage in the cash access industry because we offer all four of these
products, and each of our seven current casino customers utilizes all four
products although we offer them separately as well. We anticipate that a
majority of future casino customers will contract for all services. Currently,
we provide these services on a direct, full-service basis using our hardware,
software and personnel. In addition, we have commenced offering our customers a
transaction management system under which the casino licenses our software
systems and uses its own hardware, personnel and capital to provide the cash
access services to its customers. We do not have any current customers using
this system.
Credit/Debit Card Cash Advance.
In March 2001, we introduced our first credit/debit card cash advance
("CCCA") product. Our CCCA products allow casino patrons to obtain cash from
their credit card, or checking account in the case of debit transactions,
through the use of our software and equipment. Our CCCA product accounted for
65,727 transactions and $1,478,615 in revenues (9.1% of total revenues) for the
year ended December 31, 2004 and 73,534 transactions and $1,783,076 in revenues
(12.19% of total revenues) for the nine months ended September 30, 2005.
In order to initiate a transaction, gaming patrons visit one of our
ATMs or kiosks located on the casino floor. Each kiosk houses a point-of-sale
terminal ("POS") equipped with our software. The ATM or kiosk terminal will
prompt the customer to swipe his/her credit or debit card and enter the dollar
amount requested. The terminal will then dial our centralized processing center
that electronically contacts the appropriate bank for an authorization or
disapproval. If authorized, the terminal will direct the customer to a casino
cage. Once at the cage, the customer will present his/her credit/debit card and
driver's license. A cage cashier will swipe the credit/debit card in one of our
terminals, which communicates with our central servers. After finding the
kiosk-approved transaction, a printer attached to the cage terminal will
generate a company check. The cashier will give the customer cash in the amount
requested after he/she endorses the system-generated check. The check is then
deposited by the casino into its account for payment from one of our bank
accounts and we debit the customer's credit/debit card. This transaction can be
accomplished without the gaming customer using a personal identification number.
For credit/debit card advances, customers pay a service charge typically between
6% and 9% of the amount advanced.
The CCCA product is distinguished from standard ATM transactions,
described below, in that either a credit or debit card can be used to initiate
the transaction, and in that no PIN number is required, and the maximum
withdrawal limits typically imposed on ATM transactions are not applicable as
the CCCA transaction is initiated at our booth and is processed as a typical POS
transaction instead of as an ATM transaction.
11
We believe that we have several competitive advantages over competing
providers of CCCA services. First, our casino clients are able to access player
tracking and other valuable information from our website on a daily basis. This
information is collected when a customer uses our CCCA product. Competing
systems offer limited reporting, which typically is only available via hard copy
weeks after the month has ended. Our reporting is Internet-based and allows
customers to custom design a system to meet their reporting requirements. In
addition, customers have access to their information twenty-four hours a day,
seven days a week. Unique features of our PC-based systems are color,
touch-screen monitors, integration of all products in one interface, signature
capture technology and transaction prompting.
ATMs
Automated Teller Machines or "ATMs" are a growth market spurred on by
the development of less expensive "dial-up" automatic teller machines and the
opportunity to charge users transaction surcharges of up to $5.00 per
disbursement. We have access to all major bank networks and equipment suppliers.
Due to the highly fragmented nature of the ATM business, this service is highly
competitive, which has eroded margins and revenue growth potential. We are
currently providing gateway services to a wide range of national, regional and
international debit, credit and EBT networks. Additional links are being
established, including direct connections to national merchants as well as third
party, authorization and EBT providers. In addition to providing ATMs in casinos
in conjunction with our other services, we have contracts to provide
free-standing ATMs to 18 customers and we currently operate 68 ATMs at those
locations (of which 18 ATMs are not in casinos). Our casino-based ATMs do not
effectively compete with ATMs offered by banks and other financial institutions
as we are the only ATM providers in our casinos and casino patrons typically
will not leave the casino premises for cash if ATM facilities are on the
premises. ATM activities accounted for 6,676,801 transactions and $10,362,205 in
revenues (63.7% of total revenues) for the year ended December 31, 2004 and
4,019,686 transactions and $10,371,757 in revenues (70.92% of total revenues)
for the nine months ended September 30, 2005.
Transactions at our ATM machines are processed by GenPass Technologies,
a full-service ATM processing company that provides services to over 24,000 ATMs
nationwide. All ATM transactions are processed using Genpass' network and
Genpass provides all reporting, recordkeeping and related services. In addition,
Genpass provides all cash management and vault cash needed for our non-casino
ATMs. Genpass receives a per-transaction fee and charges us a fee for vault cash
equal to Genpass' cost of funds, currently the prime rate less 5/8%, on vault
cash used at non-casino ATMs. Genpass is one of several national ATM processors,
and although we currently are dependent on Genpass for this service we believe
that alternate providers are available on substantially similar economic terms.
Check Cashing
Check cashing services are provided at all of our casino operations.
When a casino patron requests check cashing at one of our service desks, we
initiate a check verification process using identification procedures and
software systems. Each transaction also provides additional data for our
customer database, which can be used in assessing the creditworthiness of the
particular customer. The system and software permit information to be gathered
and reported in an efficient and timely manner. We have designed and implemented
a credit rating system that utilizes this customer database to determine whether
a casino customer's check should be cashed. Check cashing involves the risk that
some cashed checks will be uncollectible because of insufficient funds, stop
payment orders, closed accounts or fraud. We assume 100% of the credit risk from
check cashing operations. This risk of collection is greater in new locations
where the amount of data in our database is smaller. Unlike all other companies
providing check services, we do not use a credit scoring system, as a credit
scoring system will decline many checks that we believe are acceptable risks.
Currently, we only guarantee checks that are cashed in one of our full service
money centers, where our employees are facilitating the transaction.
A second option for check cashing services is a check guarantee and
check verification process in which the casino uses POS terminals to scan the
12
customer's check and request remote authorization. We have formed an alliance
with a third party provider to offer this service option to our customers. We
intend to either acquire a company operating in this segment of the industry or
to build a proprietary system to offer this service to our customers. Under this
option, which is not yet in operation in any of the casinos we serve, we retain
100% of the credit risk.
A third option is for a casino to license our proprietary check-cashing
software and manage its own check cashing services. For a monthly licensing fee,
we will install and support our proprietary Windows-based check-cashing software
and train casino personnel regarding its proper use. This software can either
stand-alone or integrate with our credit card advance system. This is the same
software that we use in our full service money centers. This program streamlines
the process from check approval through collection of bad checks. Casinos will
have access to our national database that will provide check credit histories
for customers in casinos nationwide. Since most casinos wish to manage this
process internally, we believe that there is significant revenue opportunity for
this product. Under this option, which is not yet in operation in any of the
casinos we serve, the casino would assume 100% of the credit risk.
Check cashing activities accounted for 216,527 transactions and
$1,906,550 in revenues (11.7% of total revenues) for the year ended December 31,
2004 and 264,494 transactions and $2,391,892 in revenues (16.36% of total
revenues) for the nine months ended September, 2005. For the year ended December
31, 2004 and the nine months ended September 30, 2005, we incurred aggregate net
losses from bad checks of $537,461 and $578,365, respectively, representing
0.96% and 0.83% of the aggregate $55,212,088 and $69,981,195 in check-cashing
transactions processed for those periods.
CreditPlus Credit Services
Casinos in traditional gaming markets, like Las Vegas and Atlantic
City, rely on credit issuance for up to 40% of their revenues. These casinos
issue credit internally and rely on specialized credit reporting in their risk
management decisions. Prior to the launch of our CreditPlus product there was
only one company providing the specialized credit reporting that the gaming
industry relies on for its credit decisions.
Until recently, casinos in the $15 billion dollar a year Indian gaming
market had little or no ability to utilize credit issuance in their operations.
Under the state law compacts governing their operations, the majority of Indian
casinos are prohibited from offering credit to customers. Further, the capital
requirements necessary to develop the internal ability to offer credit on a
prudent basis prevented smaller properties from developing the capability. The
absence of a third party credit issuer capable of facilitating these
transactions compounded the problem. As non-Indian casinos extend credit
directly, there was no market need for a third-party credit provider, and
therefore no providers of this service. The other provider of specialized credit
reporting did not itself provide credit services.
Our CreditPlus platform allows players in Indian casinos to receive
credit for the first time and, based on an average transaction fee of 10%,
CreditPlus positions us to be at the forefront of what we estimate to be a $2
billion market. Currently we have a strong market position in providing credit
guarantee and credit management services to this highly profitable market.
The CreditPlus product has three distinct elements: Credit Reporting,
Credit Management and Credit Guarantee.
Credit Reporting. We have developed a proprietary database of
credit reporting information, based on prior transaction history with casino
patrons.
Credit Management. Like our check cashing management software,
CreditPlus can be used to streamline the credit process from approval through
collection of bad debt. Casinos will have access to the CreditPlus system that
will provide check and credit histories for casino and retail patrons. Since
many casinos wish to manage this process internally, we believe there is
significant revenue opportunity with this product.
13
Credit Guarantee. Casino and retail customers can also access
cash through CreditPlus credit guarantee. The customer will fill out a
CreditPlus application. We then go through a check verification and credit
underwriting process similar to that used in check cashing to determine whether
to extend credit. Upon approval, the CreditPlus system will generate a marker
for an amount up to the credit line that we approved. Each marker is effectively
a check drawn on the customer's checking account that we agree to hold for up to
30 days. Most markers are repaid prior to the end of the holding period. Fees
are based on state regulations and the amount of time that we hold the marker.
In many cases, the customer will return to our location prior to our deposit of
the marker and request that a new holding period be established in exchange for
an additional fee. These transactions are approved and facilitated at our full
service money centers and shortly will be available through the casino cage via
an approval code transmitted through the CreditPlus system. We assume 100% of
the credit risk from the issuance of the marker.
CreditPlus accounted for 2,296 transactions and $121,011 in revenues
(0.74% of total revenues) for the year ended December 31, 2004 and 1,395
transactions and $77,740 in revenues (0.53% of total revenues) for the nine
months ended September 30, 2005. For the eighteen months ended September 30,
2005, we incurred aggregate net losses from nonpayment of advances of $18,571,
representing 1.06% of the aggregate $1,752,365 in transactions processed.
CreditPlus is in place at 2 casinos.
In addition to our four core services, we have developed our "Cash
Services Host Program." Under the program, we have specially trained and
equipped employees, known to the casino and identifiable as our Cash Services
Hosts, deployed on the casino floor. The Cash Services Hosts are available to
casino customers to provide cash access services at the gaming table or slot
machine, thus eliminating the need for the customer to leave the gaming table or
slot machine to obtain funds. This is viewed as an amenity by the customer and
increases the gaming activity thereby enhancing the casino's revenues. By making
our services more accessible to the customer, it increases our transaction
activity and revenues. The Cash Services Host Program was operating at 1 casino
and was introduced in 3 additional casinos in 2005, The Cash Services Host
Program accounted for $95,182 in revenues (0.51% of total revenues) for the
period ended December 31, 2004 and $263,916 in revenues (1.8% of total revenues)
for the nine months ended September, 2005.
We have developed a unified transaction gateway in order to accommodate
the growing variety of transactions that we are able to facilitate. This gateway
allows us to initiate, execute and control all transactions executed through our
installed customer base. By channeling all incoming transactions through the
gateway, and transmitting transaction information out to banks, ATM networks and
others from the gateway, we can achieve faster integration and installation of
new accounts. In order to create the gateway, we have licensed the Postilion
family of electronic funds transaction software solutions from Mosaic Software,
a global supplier of EFT software, and have developed proprietary supplementary
software for the gaming industry. We installed this gateway for our own
transaction processing in July 2005.
Mosaic has granted us the exclusive right to market the Postilion
software in the gaming market in the United States, and we now offer our
customers a "turn-key" transaction management system using our Postilion-based
gateway that they can use to process and facilitate their own transactions
without using a vendor. We believe that casinos will see this as an opportunity
to control the cash access services and generate incremental revenues and income
from providing cash access services directly to their patrons. We will generate
revenues from licensing fees and ongoing support fees rather than providing cash
access services. Although our revenues from a particular casino will be
substantially reduced, we will no longer incur the costs associated with on-site
personnel and equipment and interest expense on the substantial working capital
required to support our current services. This will enable us to support a much
larger customer base. Although to date none of our existing customers have
decided to convert to the transaction management system, we have provided them
with the right to do so and believe that the ability to convert will provide us
with a marketing competitive advantage with prospective customers.
14
Business Objectives
Our business strategy is to focus in the following three areas to
maximize growth and return on investment for our business:
1. Technology Development: Develop additional proprietary technology to manage
and execute the funds transfer transactions that are a part of our core
business while providing us with a competitive advantage in the markets
that we serve. This will enable us to maximize market penetration and
realize significant profit margins.[Is this still true?]
2. Mergers/Acquisitions: To identify and acquire companies for acquisition
that have a strategic and financial fit to our long-term business model,
leverage our technology, or provide immediate market dominance.
3. Sales: We will continue to successfully and aggressively market our
services in the casino and retail markets.
Technology and Product Development. Due to ownership changes, personnel
changes and antiquated systems, the niche markets in the funds transfer industry
that we have identified have seen a substantial turnover in management,
expertise and industry direction. We believe that these markets are ripe for a
state of the art funds transfer system that will position us as the leader in
the industry.
We have identified the following applications that we believe create
immediate value and will provide us with a competitive advantage in our core
markets.
o Integrated PC based POS transaction management system.
o Web or VPN based credit reporting system specific to the transactions
executed in Money Centers' core markets .
o Proprietary Transaction Gateway.
o Ticket Redemption Machines (TRM).
o Multi-purpose kiosks.
With few exceptions, our competition is operating on systems that are
outdated with few value-added capabilities. Our development personnel can
develop customized applications that will result in us being more competitive in
the marketplace and experiencing higher profit margins from new accounts.
Mergers/Acquisitions. We believe that we can accelerate penetration
into the markets we serve, while leveraging our management and technology,
through strategic acquisitions. Our primary targets will be those companies
that:
o Produce high margins in a niche segment of the funds transfer
industry;
o Have a sustainable value proposition independent of the synergies with
our company;
o Provide services similar to those that we provide to our customers;
o Execute similar POS transactions in different market segments; or
o Utilize third party POS transaction management systems for their
transaction processing.
15
We believe that this strategy will be beneficial to us because:
o Focusing on companies with historically high margins is consistent
with our business plan.
o The acquisition of competing companies gives us the ability to
immediately "up sell" our CreditPlus and other products, resulting in
new revenue and greater profits from acquired accounts.
o We can maximize our return on investment on technology development
strategy by leveraging our technology into new segments of the funds
transfer industry.
o By eliminating the third party POS system and installing our
tramsaction management system, we can immediately and significantly
increase cash flow while obtaining a critical mass of new locations.
The Casino Gaming Market
Casino gaming in the United States has expanded significantly in recent
years. Once found only in Nevada and New Jersey, casino gaming has been
legalized in numerous states, including land-based casinos on Indian lands and
elsewhere, on riverboats and dockside casinos, and at horse racing venues. The
growth in gaming has resulted from legalization of gaming in additional
jurisdictions and the opening of new casinos in existing markets, as well as
from an overall increase in gaming activity.
Though the geographic expansion of casino gaming has slowed, we
anticipate continued growth as states struggle to fill large revenue gaps in
their state budgets. We also anticipate continued growth in the Indian Gaming
market as tribes are more successful at negotiating more stable and long-term
compacts with their respective state governments. The expansion of casino gaming
has generated a corresponding demand for ancillary services, including cash
access services in casinos. Third parties provide cash access services to most
casinos pursuant to contracts with the casino operator. We believe that the
principal objective of casino operators in providing or arranging for such
services is to promote gaming activity by making funds available to casino
customers on a convenient basis. In some cases, however, the casino operator may
view such services as a potential profit center separate from the gaming
operations.
Our business currently is concentrated in the casino industry and it
contemplates that its operations will continue to be focused on operations in
casinos and other gaming locations. Accordingly, a decline in the popularity of
gaming, a reduction in the rate of expansion of casino gaming, changes in laws
or regulations affecting casinos and related operations, or other adverse
changes in the gaming industry would have a material adverse effect on our
operations. We will continue our business plan to identify market segments
outside of gaming to diversify our revenue base while maintaining our operating
margins. Until this objective is achieved, there will always be a risk that our
current revenue is highly dependent on the success of the gaming industry.
Increased competition has prompted casino operators to seek innovative
ways to attract patrons and increase the frequency of return visits. We believe
that efficient and confidential access to cash for casino patrons contributes to
increased gaming volume. Credit/debit card cash advances, markers, check cashing
and ATMs are the three primary methods used by casinos to provide their patrons
with quick and efficient access to cash. Virtually all casinos in the United
States currently offer at least one of these services on their premises. While
some casino operators provide such services themselves, most casinos' cash
access services are provided by third parties pursuant to contracts with the
casino operators. We are unique in that we provide multiple options for the
delivery of these services. We offer systems that are run from the casino's
cage, systems that we operate with our employees out of leased space in the
casino, and we offer host programs where our employees facilitate transactions
remotely from the slot machine or gaming table.
16
Customer Profile
Every gaming facility provides ATM, credit card cash advance, debit,
and/or check cashing services to their customers. Services are typically
outsourced pursuant to an exclusive agreement with a supplier for an average of
two to five years. Each year approximately 400 accounts totaling over $500
million in revenue are up for bid.
Our current customer base consists of a both non-Indian casinos where
we currently provide stand-alone ATM services, and Indian casinos where we have
both stand alone ATM and full service contracts. Of our 20 locations six (6) are
full service deployments at Indian casinos and the balance are ATM-only
locations (6 Indian and 14 non-Indian casinos). Our customers represent a blend
of the type and size of gaming operations in the U.S., including traditional
markets like Las Vegas, Indian reservations, and smaller markets like Colorado
and Missouri.
Our full service locations all reside within the Indian Gaming segment
of the industry. Three are in California, with one each in New Mexico,
Washington and Wisconsin. Our stand-alone ATM customers are located in Colorado,
Missouri, Nevada, New York, and California. Two of our full service customers
represented approximately 41% of our revenue for the nine months ended September
30, 2005.
There are no boundaries when identifying potential casino customers. In
the near future, we will focus our marketing efforts on Native American Markets,
Las Vegas, Atlantic City, the Caribbean and South America and riverboats.
We operate our cash access services pursuant to agreements with the
operators of the host casinos or approved resellers. Such agreements typically
have initial terms of one to five years, with renewal clauses. In most of the
agreements, either party may cancel the agreement with cause if the breach is
not cured within thirty days. We rely principally on our relationship with the
casino operators rather than on the terms of our contracts for the continued
operation of our cash access services. While there can be no assurance that the
agreements will be renewed after their initial terms, we believe that our
relationships with the casinos in which we operate are good.
Government Regulation
Many states and Tribal entities require companies engaged in the
business of providing cash access services or transmitting funds to obtain
licenses from the appropriate regulating bodies. Certain states require
companies to post bonds or other collateral to secure their obligations to their
customers in those states. State and Tribal agencies have extensive discretion
to deny or revoke licenses. We have obtained the necessary licenses and bonds to
do business with the casinos where we currently operate, and will be subject to
similar licensing requirements as we expand our operations into other
jurisdictions.
As part of our application for licenses and permits, members of our
board of directors, our officers, key employees and stockholders holding five
percent or more of our stock must submit to a personal background check. This
process can be time consuming and intrusive. If an individual is unwilling to
provide this background information or is unsatisfactory to a licensing
authority, we must have a mechanism for making the necessary changes in
management or stock ownership before beginning the application process. While
there can be no assurance that we will be able to do so, we anticipate that we
will be able to obtain and maintain the licenses necessary for the conduct of
our business.
Many suppliers to Native American casinos are subject to the rules and
regulations of the local tribal gaming commission. These gaming commissions have
authority to regulate all aspects of casino operations, including vendor
selection. Some gaming commissions require vendors to obtain licenses and may
exercise extensive discretion to deny or revoke licenses. We have obtained the
necessary licenses or approvals from the appropriate tribal gaming commissions
where we operate. While there can be no assurance that we will be able to do so,
we anticipate that we will be able to obtain and maintain the licenses and
approvals necessary for the conduct of our business.
17
Our business may also be affected by state and federal regulations
governing the gaming industry in general. Changes in the approach to regulation
of casino gaming could affect the number of new gaming establishments in which
it may provide cash access services.
Competition
We have focused to a large extent on providing cash access services to
the gaming industry. In the cash access services market, we compete primarily
with Global Cash Access, Inc., Certegy, Inc.'s Game Financial Corporation
subsidiary, Global Payments Inc.'s Cash & Win service, Cash Systems, Inc. and
FastFunds Financial Corporation. Competition is based largely on price (i.e.,
fees paid to the casino from cash access service revenues), as well as on
breadth of services provided, quality of service to casino customers and
value-added features such as customer information provided to the casino. It is
possible that new competitors may engage in cash access services, some of which
may have greater financial resources. If we face significant competition, we may
have a material adverse effect on our business, financial condition and results
of operations. We cannot predict whether we will be able to compete successfully
against current and future competitors.
Our competitors are primarily specialized gaming cash access companies.
Global Cash Access and Cash Systems, Inc. are stand alone businesses like us.
Although Global Cash Access has the largest market share, much larger companies
such as Certegy, Global Payments, and US Bank have entered the market through
acquisitions and subsidiary operations. These companies have significant access
to capital and development resources that are superior to ours. However, we
believe that their large size also will make it more difficult for these
companies to adapt quickly to swift changes in market conditions and customized
customer demands.
Global Cash Access historically has been the dominant market presence,
with an estimated 66% market share. Certegy was a relatively small player within
the gaming industry until its acquisition of Game Financial Corporation in March
2004. We estimate that Certegy has a 13% market share.
In addition to Global Cash Access and Certegy, we face competition from
Global Payments, Cash Systems, and FastFunds Financial. Global Payments is a
mid-sized merchant processor, with a gaming business called "Cash & Win" that we
estimate has a 7% market share. Global Payments has completed a number of
international acquisitions outside the gaming industry in the past two years
that we believe will garner most of management's focus. Cash Systems, with an
estimated 8% market share, is focused on gaming on Indian Reservations. We
estimate our own market share at 3%. Finally, FastFunds Financial holds an
estimated 2% market share.
We do not view financial institutions that offer ATM services at or
near casinos as effective competitors because they do not have the scope of
products necessary for a full service cash access money center. Local and
national banks can provide ATM services, but they lack credit card, marker, and
check cashing products.
Employees
We currently have 74 full time employees, of which 62 employees are
engaged in operations, four in sales and marketing, and eight in finance,
administration and management functions.
None of our employees are covered by a collective bargaining agreement,
and we believe that we have a good relationship with our employees.
Description of Property
Our corporate headquarters is located at 700 South Henderson Road,
Suite 325, King of Prussia, Pennsylvania 19406 and occupies approximately 1,800
square feet of office space. These offices are located in a building owned by
affiliates of our chief executive officer. Although historically this space was
provided at no cost, we have entered into a lease that will require us to begin
making market rate lease payments for the use of this office space and our
future rent for this office space will be approximately $2,800 per month. We
also have an equipment staging and technology office located in Golden Valley,
Minnesota. The current lease obligation for the Minnesota office is
approximately $738 per month. We believe that our current facilities are
adequate to conduct our business operations for the foreseeable future. If these
premises were no longer available to us, we believe that we could find other
suitable premises without any material adverse impact on our operations.
LEGAL PROCEEDINGS
On April 21, 2005, we entered into a Settlement Agreement (the
"Available Money Settlement Agreement") with the former shareholders of
Available Money and related parties, pursuant to which the parties agreed to
resolve all pending litigation between then and release all claims related to
such litigation. Effective July 21, 2005, we entered into a Settlement Agreement
and Mutual Release (the "Equitex Settlement Agreement") with Chex Services,
Inc., the wholly owned operating subsidiary of FastFunds Financial Corporation
("Chex") and Equitex, Inc. ("Equitex"), pursuant to which the parties agreed to
18
resolve all pending litigation between them and release all claims related to
such litigation. The litigation related to these settlements is described in our
Annual Report on Form 10-K for the year ended December 31, 2004.
Under the Available Money Settlement Agreement, the parties agreed that
the final purchase price for Available Money was equal to the cash amount of
$3,850,000 already paid, that no further amounts were due to the former
shareholders and that our previous cancellation of shares of our common stock
issued to them was proper. The former Available Money shareholders agreed to pay
us an aggregate of approximately $178,000 in expenses, legal fees and
court-ordered sanctions and agreed to assign to us certain ATM servicing
contracts. We agreed to release the former Available Money shareholders and
their affiliates from most of the non-competition and right of first refusal
provisions of the original purchase agreement, subject to certain conditions and
limitations. .
Under the Equitex Settlement Agreement, Equitex and Chex agreed to
cancel our outstanding $2,000,000 principal liability under a $2,000,000
promissory note from us to Chex, dated January 6, 2004, as well as any liability
for accrued but unpaid interest under that promissory note and we paid Chex
$500,000. In addition, we delivered to Fastfunds Financial, Inc., Chex's
corporate parent, a contingent ten-year warrant to purchase up to 500,000 shares
of our common stock at a purchase price of $0.50 per share. The warrant is not
exercisable until we achieve $1,000,000 in net income during a fiscal year and
terminates if we experience a change in control (as defined in the warrant).
On or about October 14, 2004, Lake Street Gaming, LLC ("Lake Street")
filed a Complaint against iGames Entertainment, Inc. and Money Centers of
America, Inc. ("MCA") (collectively referred to hereinafter as "iGames") in the
United States District Court for the Eastern District of Pennsylvania, alleging
that iGames breached an Asset Purchase Agreement ("APA") that the parties
executed on or about February 14, 2003. The suit also raises claims for
fraudulent misrepresentation and intentional interference with contractual
relations. By virtue of the APA, Lake Street sold to iGames all of Lake Street's
right, title and interest in a casino game called "Table Slots." Lake Street
alleges that it is entitled to additional compensation for the game that exceeds
what was agreed to. This matter is still in the pleadings stage and iGames has
moved to dismiss the plaintiff's claims for fraudulent misrepresentation and
intentional interference with contractual relations, as well as to strike all
claims for punitive damages. We are vigorously defending this action and believe
that Lake Street's claims lack merit.
In addition, we are, from time to time during the normal course of our
business operations, subject to various litigation claims and legal disputes. We
do not believe that the ultimate disposition of any of these matters will have a
material adverse effect on our consolidated financial position, results of
operations or liquidity.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "would," "expect," "plan," anticipate," believe,"
estimate," continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those included in this prospectus under the
heading "Risk Factors." The following discussion should be read in conjunction
with our Consolidated Financial Statements and related Notes thereto included
elsewhere in this prospectus.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis of the results of operations,
financial condition and liquidity should be read in conjunction with our
consolidated financial statements and notes thereto appearing elsewhere in this
prospectus. These statements have been prepared in accordance with accounting
principles generally accepted in the United States. These principles require us
to make certain estimates, judgments and assumptions that affect the reported
amount of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and related liabilities. On a going forward basis, we evaluate
our estimates based on historical experience and various other assumptions that
are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
History
We are a single source provider of cash access services to the gaming
industry. We combine advanced technology with personalized customer services to
deliver ATM, Credit Card Advance, POS Debit, Check Cashing Services, CreditPlus
outsourced marker services, and merchant card processing. Our business plan is
to identify fragmented segments of the market to capitalize on merger and
acquisition targets of synergistic companies that support our business model.
We were formed as a Delaware corporation in 1997. Prior to March 2001,
we were a development company focusing on the completion of a Point of Sale
("POS") transaction management system for the gaming industry. In March 2001, we
commenced operations with the launch of the POS system at the Paragon Casino in
Marksville, LA.
On January 2, 2004, iGames Entertainment, Inc. acquired us pursuant to
our merger with and into a wholly-owned subsidiary of iGames formed for that
purpose. In addition, on January 6, 2004, iGames acquired Available Money, Inc.,
an operator of free-standing ATM machines in casinos. The business operations of
Available Money were combined with our business operations. As a result of the
acquisition of Available Money and our continued growth, we currently provide
services in 27 locations across the United States.
Our acquisition by iGames was treated as a recapitalization and
accounted for as a reverse acquisition. Although iGames was the legal acquirer
in the merger, we were the accounting acquirer since our shareholders acquired a
majority ownership interest in iGames. Consequently, our historical financial
information is reflected in the financial statements prior to January 2004. All
significant intercompany transactions and balances have been eliminated. We do
not present pro forma information, as the merger was a recapitalization and not
a business combination.
On October 15, 2004, pursuant to an Agreement and Plan of Merger dated
as of August 10, 2004 (the "Merger Agreement") by and between iGames and us,
iGames was merged with and into us. Pursuant to the Merger Agreement, the holder
of each share of iGames' common stock received one share of our common stock,
and each holder of shares of iGames' Series A Convertible Preferred Stock
received 11.5 shares of our common stock. Options and warrants to purchase
iGames' common stock, other than warrants issued as part of the merger
consideration in iGames' January 2004 acquisition of us (the "Merger Warrants"),
are deemed options and warrants to purchase the same number of shares of our
common stock with no change in exercise price. The Merger Warrants were
cancelled in exchange for 1.15 shares of our common stock for each share of
common stock purchasable thereunder.
As a result of this merger, we have retained our December 31 fiscal
year end.
Our business model is to be an innovator and industry leader in cash
access and financial management services for the gaming industry. Within the
20
funds transfer and processing industries there exists niche markets that are
capable of generating substantial operating margins without the requirement to
process billions of dollars in transactions that is the norm for the industry.
We believe there is significant value to having a proprietary position in each
phase of the transaction process in the niche markets where management has a
proven track record. The gaming industry is an example of such a market and is
currently where we derive the majority of our revenues. We have identified other
markets with similar opportunities, however we have not executed any plans to
exploit these markets at this time.
Current Overview
Our core business of providing single source full service cash access
services in the gaming industry continues to grow and be the major source of our
revenue and profits in 2005. We have also launched several new services in the
last 18 months, such as CreditPlus, our Cash Services Host Program, and our
Transaction Management System that have begun to create new revenue and have
helped to differentiate our product offering in the marketplace.
The acquisition of Available Money in January 2004 continues to provide
challenges for management in terms of the longer than expected conversion of the
processing of the Available Money cash services business over to the systems we
utilize and the renegotiation or termination of nonprofitable contracts. We have
completed our new ATM processing agreement which provides for increased vault
cash availability and lower interest costs, thus lowering our cost of services
and providing additional capacity for our vault cash needs. This will help
facilitate the completion of the Available Money conversion. We have also been
successful in renegotiating several of the Available Money contracts to increase
the fees that we can charge under those contracts, the benefits of which we
started to recognize in September 2005. Certain other contracts that were not
profitable and that we were unable to renegotiate have been or will be
terminated. This will decrease revenue but will have a positive affect on cash
flow and net income. We also recorded a significant purchase price adjustment
relating to Available Money as part of the favorable law suit settlement
relating to lost contracts.
We will deploy our Transaction Management System in January 2006.
Though we feel confident that The Transaction Management System will
differentiate us from our competitors and create new sources of revenue for the
company, there is no guarantee that the market will accept this new deployment
strategy. Regardless of the markets acceptance of this new deployment strategy,
the Transaction Management System (TMS) enables us to gain complete control over
our cash access booth operations and ATMs. The TMS will "drive" the ATMs and
teller applications and process all transactions through our central system
allowing for quicker customer interactions which translate to greater revenue at
less cost from our current book of business. The TMS permits Money Centers of
America to negotiate network processing contracts based on sound business
decisions versus technology requirements so that the cost per transaction may be
reduced, once again translating to greater revenue potential from our current
book of business. Once all of the properties have been converted to the TMS,
general operating procedures, field support, and internal accounting processes
will also be streamlined.
Our current cost of capital remains high as we have been distracted in
our efforts to recapitalize our balance sheet due to ongoing litigation and our
focused efforts to deploy the Transaction Management System on schedule. Now
that both of these distractions have been removed management considers
recapitalization of our balance sheet a major priority for the remainder of
2005. The success of this recapitalization will reduce the interest rates we pay
on our lines of credit, which will lower our expenses and contribute to our
profitability. Mercantile Capital has been a strong finance partner to the
company, however, the ability to continue our growth is largely dependent on our
ability to identify and secure capital at reasonable rates.
We seek to avoid litigation and to minimize our exposure to potential
claims arising in the normal course of our business and as a result of our
acquisitions. Despite these efforts, we have been named as a defendant in
several legal proceedings, described in Part II, Item 1, Legal Proceedings,
beginning on page 14 of this report. We are confident that it is in our best
interests to defend these claims and to pursue counterclaims where we believe
21
that we are likely to obtain a favorable result. We are very pleased to announce
that our two major lawsuits were settled on very favorable terms to the company.
During the nine month period ended September 30, 2005, we have incurred
approximately $625,000 in legal fees related to these legal proceedings.
However, due to our settlement of the two major lawsuits, we do not anticipate
incurring material additional legal fees related to these legal proceedings.
Our core business generates revenues from transaction fees associated
with each unique service we provide, including ATMs, credit card advances, POS
Debit, check cashing, markers and various other financial instruments. We
receive our fees from either the casino operator or the consumer who is
requesting access to their funds. The pricing of each transaction type is
determined by evaluating risk and costs associated with the transaction in
question. Accordingly, our transaction fees have a profit component built into
them. Furthermore, reimbursement for electronic transactions are guaranteed by
the credit or debit networks and associations that process the transactions as
long as procedures are followed, thereby reducing the period of time that trade
accounts receivable are outstanding to several days.
Companies providing cash access services to the gaming industry face
some unique challenges and opportunities in the next ten years. Many companies
in the industry have merged, been acquired or have recapitalized in order to
capitalize on the trends identified in the gaming industry.
Historically, providers of cash access services to the gaming industry
had cash flow margins that were generally higher than those experienced in the
funds transfer and processing industries. Growing competition and the maturing
of the market has resulted in a decline in these margins as companies have begun
marketing their services based on price rather than innovation or value added
services. This trend is highlighted by the number of companies that promote
revenue growth and an increased account base but experience little increase in
net income. This trend is magnified by the fact that the largest participant in
the industry has close to 65% market share and has begun to forgo margin in
order to retain business. Companies that can adapt to the changing market and
can create innovative products and services stand at the forefront of a new wave
in revenue and profit growth.
Substantially all gaming facilities provide ATM services, credit card
cash advances, debit, and/or check cashing services to their customers. Services
are typically outsourced and provided on an exclusive basis for an average of
two to five years. Each year, approximately 400 accounts totaling $300 million
in revenue are put out to bid. Currently there are five major companies,
including us, that have proprietary systems to compete for this business.
Although this market has matured from a pricing perspective, the demand for the
services from the end user is still strong.
Like most maturing markets, the companies that succeed are those that
are capable of reinventing themselves and the markets they serve. We believe
that smaller gaming properties will always look to have cash access services
provided in the traditional manner However, there are several major trends
occurring in the gaming industry that will have a major impact on our industry
and will determine which companies emerge as industry leaders:
1. Consolidation of major casino companies that will put pressure on
other major casino companies to follow suit and will put pressure on
smaller casino companies to focus on service and value added amenities
in order to compete.
The trend towards consolidation of the major gaming companies has
continued and will make it difficult to continue to offer our services in the
traditional manner. The economics are too compelling for the gaming operators
not to consider internalizing these operations in order to generate additional
revenue and profits to service the debt associated with the consolidation. Our
preparation has continued to position us to capitalize on this trend. We have
prepared for this change and have already begun to offer our systems and
services through the issuance of Technology and Use Agreements for a transaction
management system. Instead of outsourcing the cash services operations, we have
begun to offer turn-key processing capabilities for internal use by the casino.
22
This means casinos will license our technology so they can operate and maintain
their own cash access services, including the addition of their merchant card
processing. Our size makes us uniquely capable of adapting to this change.
Though the license agreements do not have the same revenue potential as a
traditional cash services contract, the net income derived from these agreements
is higher, the user agreements are for a longer period of time and we do not
have the same capital expenditures or vault cash requirements that we experience
in performing traditional cash access services. Furthermore, our larger
competitors have spent years trying to conceal the economic benefits of this
type of offering because their large infrastructure is designed to only support
an outsourced solution.
2. Ticket In-Ticket Out technology growth exceeding expectations.
The first major casino company to remove coins from the casino floor
was Caesars Palace in Atlantic City, NJ. Since then, slot machine manufacturers
have developed a technology that prints and accepts bar-coded tickets at the
slot machine instead of accepting or dispensing coins. It was originally
anticipated that it would take 10-15 years for the industry to fully adopt this
technology. It appears it may only take half this amount of time. This presents
a problem to casino operators. They now have tens of thousands of bar-coded
tickets a day that need to be redeemed for cash. This has paved the way for
self-service ticket redemption technology so customers do not have to go to the
casino cage in order to redeem their tickets. The initial ticket redemption
machines placed in service have proven to be too big and too expensive. Most
casino operators have to wait until budget season to appropriate the necessary
funds in order to even consider the acquisition of the required equipment. We
believe this functionality will ultimately reside on the ATM machine thus
eliminating the requirement to purchase new equipment and eliminating the need
to remove a slot machine to make room for a stand-alone ticket redemption
device. We are developing technology that will allow ticket-redemption
functionality on our cash access devices. There is still the problem of security
with the bar-coded ticket, which is as good as cash. Many casino operators will
refuse to allow vendors to handle the tickets for security and fraud concerns.
This is an additional economic benefit of our plan to have the casino operator
internalize their cash access services because only the casino's personnel will
handle the tickets in the situations where they are licensing our services.
3. Execution of long-term and stable compacts for Indian Casinos in
numerous state jurisdictions has made traditional capital more readily
available paving the way for a new wave of expansion and the resulting
need for new sources of revenue and customer amenities.
Recent shortfalls in state budgets have brought the tribal and state
governments together to execute long-term compacts that meet the financial needs
of both parties. In recent years, California, Arizona, New Mexico and Wisconsin
are just a few examples of this development. The added financial stability for
Indian casinos has made traditional capital more readily available to tribes,
leading many tribes to undertake expansion of casino facilities and operations.
In order to support this expansion, Indian casino operators will seek
new sources of revenues and new amenities to attract and retain more quality
customers. One of the most critical customer amenities in casino operations is
the availability of credit. Traditional gaming markets, such as Las Vegas and
Atlantic City, rely on credit issuance for up to 40% of their revenues. These
markets issue credit internally and rely on specialized credit reporting in
their risk management decisions. Significant capital investment in technology is
required for these transactions to be executed efficiently. However, within the
$15 billion dollar Indian Gaming market there are virtually no credit services
currently available. Approximately 26 of 29 states that have approved Indian
Gaming do not allow the Tribes or their respective casinos to issue credit. The
lack of credit play is also due to the lack of a third party credit issuer that
is capable of facilitating the transactions. Our CreditPlus platform allows
Indian casinos to issue credit to players, providing Indian casinos with a guest
amenity that is already widely accepted in traditional jurisdictions. Our
ability to convert this market opportunity into revenue is largely dependent on
the success of our sales efforts in educating casinos in the Indian Gaming
market regarding the advantages of CreditPlus and its compliance with the
regulatory requirements.
Our Cash Services Host Program is uniquely aimed at capitalizing on the
need for new profitable guest amenities. Where most guest amenities require
23
additional expenses, this service helps the casino operator generate more
revenues. This service allows customers to facilitate cash access transactions
from the slot machine or gaming table. Our hosts are available to bring the
transaction to the guest, which is viewed as a valuable customer amenity, while
driving more money to the gaming floor for the casino operator.
Organic growth through sales by internal salespeople is usually the
most efficient and profitable growth strategy in the cash services business.
Much of our historical growth has occurred in this manner. We realize that
recognizing industry trends is no assurance of success. We have also
complimented our internal sales strategy by creating relationships with
independent sales organizations that have established relationships with gaming
operators nationwide. Although our sales commissions will be higher at gaming
establishments entered through this sales channel, we will not be burdened with
the up-front salary, travel and entertainment costs associated with the
traditional internal sales approach. We continue to view strategic acquisitions
as part of our business plan to obtain the critical mass we believe is necessary
to compete effectively in our industry.
This parallel strategy of sales, acquisitions and product development
is capital intensive and presents substantial risk. There is no guarantee that
we will be able to manage all three strategies effectively.
We believe that it is necessary to increase our working capital
position so that we can capitalize on the profitable trends in the industry
while maintaining and servicing our current customer base and integrating
acquired operations such as Available Money. Without sufficient working capital,
we would be forced to utilize working capital to support revenue growth at the
expense of executing on our integration and conversion plans. This would result
in substantially higher operating costs without the assurance of additional
revenues to support such costs.
Critical Accounting Policies
In presenting our financial statements in conformity with accounting
principles generally accepted in the United States, we are required to make
estimates and assumptions that affect the amounts reported therein. Several of
the estimates and assumptions we are required to make relate to matters that are
inherently uncertain as they pertain to future events. However, events that are
outside of our control cannot be predicted and, as such, they cannot be
contemplated in evaluating such estimates and assumptions. If there is a
significant unfavorable change to current conditions, it will likely result in a
material adverse impact to our consolidated results of operations, financial
position and in liquidity. We believe that the estimates and assumptions we used
when preparing our financial statements were the most appropriate at that time.
Presented below are those accounting policies that we believe require subjective
and complex judgments that could potentially affect reported results.
Check Cashing Bad Debt. The principal source of bad debts that we
experience are due to checks presented by casino patrons that are ultimately
returned by the drawer's bank for insufficient funds. We account for these check
cashing bad debts on a cash basis. Fees charged for check cashing are recorded
as income on the date the check is cashed. If a check is returned by the bank on
which it is drawn, we charge the full amount of the check as a bad debt loss. If
the bank subsequently honors the check, we recognize the amount of the check as
a negative bad debt. Based on the quick turnaround of the check being returned
by the bank on which it is drawn and our resubmission to the bank for payment,
we feel this method approximates the allowance method, which is a Generally
Accepted Accounting Principle.
Goodwill and Long-Lived Intangible Assets. The carrying value of goodwill
as well as other long-lived intangible assets such as contracts with casinos is
reviewed if the facts and circumstances suggest that they may be impaired. With
respect to contract rights in particular, which have defined terms, this will
result in an annual adjustment based on the remaining term of the contract. If
this review indicates that the assets will not be recoverable, as determined
based on our discounted estimated cash flows over the remaining amortization
period, then the carrying values of the assets are reduced to their estimated
fair values. Effective January 1, 2002, we adopted Statement of Financial
Accounting Standards No. 142, "Goodwill And Other Intangible Assets" which
eliminates amortization of goodwill and certain other intangible assets and
requires annual testing for impairment. The calculation of fair value includes a
number of estimates and assumptions, including projections of future income and
cash flows, determining remaining contract periods and the choice of an
appropriate discount rate. In our experience, forecasts of cash flows based on
historical results are relatively dependable. We use the remaining contract term
for estimating contract periods, which may vary from actual experience due to
early terminations that cannot be forecast. We use our current cost of funds,
which is a variable rate, as the discount rate. Use of a higher discount rate
would have the effect of reducing the calculated fair value, while use of a
lower rate would increase the calculated fair value. In connection with the
acquisition of Available Money (our only acquired reporting unit), goodwill was
allocated based on the excess of the final purchase price over the value of the
acquired contract rights, determined as described above.
24
Stock Based Compensation. We account for stock based compensation
utilizing Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), which encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. We have chosen to account for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations.
Accordingly, compensation cost for stock options is measured as the
excess, if any, of the estimated fair market value of our stock at the date of
the grant over the amount an employee must pay to acquire the stock. We have
adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148
(See New Accounting Pronouncements), which require pro forma disclosures of net
income and earnings per share as if the fair value method of accounting had been
applied.
Change in Fiscal Year End
Following the October 2004 merger of iGames into us, we retained our
prior fiscal year end of December 31. This is a change from iGames' March 31
fiscal year end reflected in last year's Annual Report on Form 10-K. As a result
of this change, the following discussion compares the consolidated audited
financial statements as of and for the year ended December 31, 2004 with the
consolidated unaudited financial statements as of and for the year ended
December 31, 2003.
Throughout the following discussion, data for all periods except as of
and for the twelve months ended December 31, 2003, are derived from our audited
consolidated financial statements, which appear in this report. All data as of
and for the twelve months ended December 31, 2003 are derived from our unaudited
consolidated financial statements, which are not presented herein.
Results of Operations
Nine Months Ended September 30, 2005 vs. Nine Months Ended September 30, 2004
(Unaudited)
Nine Months Ended Nine Months Ended
September 30, 2005 September 30, 2004
($) ($) Change ($)
------------------- -------------------- --------------
Net Income (Loss) $ (687,231) $(8,040,389) $(7,353,158)
Revenues 15,348,705 11,538,072 3,810,633
Cost of services 12,334,290 9,696,598 2,637,692
Commissions Paid 7,439,971 5,783,167 1,656,804
Wages 1,446,854 1,316,276 130,578
Bad Debts 515,865 358,016 157,849
Gross Profit 3,014,415 1,841,474 1,172,941
Selling, General and Administrative Expenses 1,700,274 1,886,789 (186,515)
Management Compensation 452,853 297,668 155,185
Professional Fees 680,779 761,244 (80,465)
Travel 198,747 149,608 49,139
Noncash Compensation 92,066 5,298,053 (5,205,987)
Depreciation and amortization 502,264 1,031,390 (529,127)
Interest expense, net 1,404,229 1,117,037 287,192
Other income (expenses) $ (2,812) $(548,593) $ (545,781)
Our net loss decreased by $7,353,158 during the nine months ended
September 30, 2005 primarily due to a decrease in noncash compensation of
approximately $5,200,000 reflecting one-time charges for noncash compensation
during 2004 (related to the issuance of options to purchase 2,945,000 shares of
our common stock to employees under our stock option plan) that were not
repeated in 2005, an increase in gross profit of approximately $1,175,000, due
to our success in lowering various costs of services, a decrease in depreciation
and amortization of approximately $529,000 due to reduced amortization of casino
contracts reflecting the termination of certain contracts in 2004. Other
expenses decreased due to the fact that there were no impairments of intangible
assets or write-offs of obsolete inventory in 2005.
25
Our revenues increased by approximately 33% during the nine months
ended September 30, 2005 as compared to the nine months ended September 30,
2004. Approximately $311,000 of this increase represented increased volume under
contracts in place at the beginning of 2004 and $3,732,311 represented revenues
from new contracts. Approximately $1,990,000 of the increase in revenue was due
to the recognition in our financial statements of gross revenues rather than net
revenues from the Available Money portfolio in 2005 following a change of ATM
processors. Under the previous agreement, our revenues represented the net
amount payable to us from the processor. Under our current agreement, we
recognize all revenues and expenses from the operation of the ATMs, resulting in
an increase in both revenues and cost of services. These increases were offset
by the loss of approximately $2,025,000 in revenues due to cancellations and
non-renewals from our Available Money portfolio and approximately $210,815 in
revenues from the Valley View Casino. Our cost of services increased during the
nine months ended September 30, 2005 due to a $158,000 increase in bad debt
expense primarily resulting from having additional full service casinos with
check cashing, commissions paid to casinos increased by approximately $200,000
although as a percentage of revenue, the commissions stayed relatively level as
compared to the same period in 2004. In addition, approximately $2,075,000 of
various other expenses increased due to the recognition in our financial
statements of all costs of services from the Available Money portfolio in 2005
following a change in ATM processors.
Our selling, general and administrative expenses decreased slightly
during the nine months ended September 30, 2005 primarily due to decreased legal
expenses related to pending litigation and reduced insurance expenses. Otherwise
the remaining selling, general and administrative expenses have remained
relatively the same as compared to the quarter ended September 30, 2004. The
Company has settled our two major lawsuits and has experienced a significant
decrease in legal expenses beginning in the middle of the third quarter of 2005.
Our depreciation and amortization expenses decreased during the nine months
ended September 30, 2005 primarily due to the elimination of amortization that
otherwise would have been realized on contracts that terminated in 2004.
Our interest expense increased $287,192 during the nine months ended
September 30, 2005 mostly due to an increase in the use of capital for our new
full service casinos and increased variable interest rates on our credit
facilities that have increased our cost of capital.
Our other expenses decreased during the nine months ended September 30,
2005 due to the fact that we had one time write offs in 2004 in the amount of
$548,763 for loss on impairment of intangibles and obsolete inventory.
Year Ended December 31, 2004 vs. Year Ended December 31, 2003
Year Ended December Year Ended
31, 2004 ($) December 31, 2003
($) Change ($)
--------------------- ------------------- ---------------
Net Income (Loss) (11,841,753) 479,104 (12,320,857)
Revenues 16,258,302 5,514,303 10,742,999
Cost of Services 13,912,356 4,286,037 9,626,319
Commissions Paid 8,336,008 2,205,042 6,130,966
Wages 1,753,669 1,029,758 723,911
Bad Debts 572,433 243,195 329,238
Selling, General and Administrative Expenses 2,642,341 907,745 1,734,596
Noncash Compensation 7,674,491 - 7,674,491
Management Compensation 622,074 274,425 347,649
Professional Fees 1,113,625 121,466 992,159
Travel 227,864 141,263 86,601
Depreciation and Amortization 1,615,803 159,203 1,456,600
Other Income (Expenses), net (2,253,064) 314,786 (2,567,850)
Our net loss increased during the year ended December 31, 2004 due to a
$7,674,491 expense recorded for the issuance of common stock and options for
services, approximately $189,000 in non-recurring expenses related to the
integration of the Available Money business into our business, a $1,375,000
increase in interest expenses related to our increased sales volume and a
$794,000 increase in legal expenses resulting from legal proceedings stemming
from acquisition activities that we anticipate will continue into 2005 and from
our status as a public company commencing in 2004.
Our revenues increased by approximately 195% during the year ended
December 31, 2004 as compared to the year ended December 31, 2003. Approximately
$501,226 of this increase represented increased volume under contracts in place
at the beginning of 2003, $4,954,985 represented full-year results from
26
contracts that began in 2003 and $479,518 represented revenues from new
contracts in 2004. In addition, $7,644,489 represented revenues from Available
Money following its acquisition and $121,010 represented revenues from
CreditPlus and our Cash Services Host Program products first introduced in 2004.
In addition, we experienced increased transaction volume. During the year ended
December 31, 2004, our POS system facilitated 6,961,351 transactions (a 679%
increase over the year ended December 31, 2003) totaling $740,391,213 (426%
increase over the year ended December 31, 2003) generating over $18 million in
revenues (a 274% increase over the year ended December 31, 2003). Our results of
operations and revenue growth exceeded expectations though our number of new
accounts was lower than anticipated.
Our cost of services increased during the year ended December 31, 2004
due to a $1,280,000 increase in transaction processing expenses primarily
resulting from increased transaction volume, a $725,000 increase in compensation
expenses, $189,000 in expenses related to the integration of the Available Money
business and increased casino commissions. Transaction processing expenses are
expenses incurred on a transaction-by-transaction basis and therefore are
directly tied to transaction volume. Commissions paid to casinos increased from
$2,090,514 (37.9% of casino transaction fees of $5,514,303) in 2003 to
$8,170,078 (50.2% of casino transaction fees of $16,258,302) in 2004.
Approximately $2,751,748 of this increase was due to somewhat higher commissions
due under the Sycuan casino contract, while the remainder was principally due to
increased transaction volume. We believe that the higher commission payments
under the Sycuan casino contract reflect the size and desirability of the
particular business opportunity and are not reflective of a trend. Commission
rates in future contracts and contract renewals may be higher or lower than
current rates. If we are forced to pay higher commissions to other casino
customers, our commission expenses will increase and the impact on revenues and
income will depend on our ability to pass the higher commissions on to customers
in the form of higher transaction fees.
Based on our higher level of operations, we had 68 operations employees
at December 31, 2004 as compared to 54 operations employees at December 31,
2003, which resulted in the additional compensation and benefits expenses.
Our selling, general and administrative expenses increased during the
year ended December 31, 2004 primarily due to $700,000 in legal fees related to
pending legal proceedings. Legal expenses related to these proceedings are
expected to continue in 2005, although settlement discussions are ongoing and
therefore it is not possible to estimate the amount of these expenses or their
impact on our future results of operations and financial condition. Other
factors contributing to the increase in selling, general and administrative
expenses include additional travel expenses of approximately $86,500 related to
the set-up of two new casino locations and additional management compensation of
approximately $347,650. In addition, accounting fees increased by approximately
$169,000 and insurance increased by approximately $135,500 due to the purchase
of directors' and officers' insurance, which we did not have during the year
ended December 31, 2003 as we were a private company during that period.
We incurred noncash compensation expense of $7,674,491 in 2004 due to
the issuance of employee stock options.
Our depreciation and amortization expenses increased during the year
ended December 31, 2004 due to our higher level of fixed and intangible assets
that we purchased to support our increased level of operations.
Our other expenses increased during the year ended December 31, 2004
primarily due to a $1,500,000 increase in interest expense. This increase
resulted from higher line of credit borrowing levels ($8,163,616 at December 31,
2004 compared to $2,232,369 at December 31, 2003). We paid slightly higher
interest rates (an average interest rate of 16% during 2004 compared to an
average interest rate of 15% during 2003) with respect to our business other
than Available Money, which we did not own until early 2004. At December 31,
2004 we were paying interest on approximately $17,000,000 of vault cash for the
Available Money business. The interest rate on this $17 million was 4.75% per
annum. We have negotiated a reduced interest rate for vault cash used in our
non-casino ATM operations from our ATM processor and are negotiating to
re-finance our casino vault cash facility. We anticipate completing this in the
second quarter of 2005. In addition, we realized approximately $494,000 in other
income in 2003 resulting from a casino customer's agreement not to seek
repayment of funds advanced to us. We did not realize similar income in 2004.
27
Prior to our acquisition by iGames in January 2004, iGames was engaged
in the business of developing and marketing gaming and security systems for the
hospitality, cable, gaming and sports betting industries. In connection with the
acquisition, iGames determined to cease those activities. Included in our
intangible assets are the intellectual property rights associated with gaming
software and gaming security devices previously marketed by iGames, and iGames'
inventory consisted of gaming security devices held for sale. As a result of the
decision to cease this business, we determined that these assets were 100%
impaired and reduced their carrying value to zero. This resulted in an
approximate $418,000 loss on impairment of intangible assets and an approximate
$131,000 write-off of obsolete inventory.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements during the fiscal quarter
ended September, 2005 that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to our investors.
Changes in Financial Position, Liquidity and Capital Resources
Nine Months Nine Months
Ended Ended
September 30, September 30,
2005 ($) 2004 ($) Change ($)
----------------- ----------------- ---------------
Net Cash Provided by (Used in) Operating Activities $ (86,320) $ 59,166 $ (145,486)
Net Cash Used in Investing Activities (879,241) (1,916,430) (1,084,810)
Net Cash Provided by Financing Activities $ 988,923 $ 2,841,588 $ (1,852,665)
Net cash provided by operations decreased by $145,486, primarily due to
a $100,000 deposit we made with a casino to secure more favorable financing from
the casino as opposed to our main lender.
Net cash used in investing activities decreased during the nine months
ended September 30, 2005 due to the fact that we did not make any acquisitions
in the first half of 2005 and acquired Available Money in the first quarter of
2004. We have used cash in 2005 to purchase some of the Available Money ATM's
and to complete the Transaction Management System.
Net cash provided by financing activities decreased during the nine
months ended September 30, 2005 primarily because we had no need for acquisition
financing.
Our available cash equivalent balance at September 30, 2005 was
approximately $456,258 and was approximately $425,000 at November 30, 2005.
28
A significant portion of our existing indebtedness is associated with
our vault cash line of credit of $7,000,000 with Mercantile Capital, L.P., which
we use to provide vault cash for our casino operations. Vault cash is not
working capital but rather the money necessary to fund the float, or money in
transit, that exists when customers utilize our services but we have yet to be
reimbursed from the Debit, Credit Card Cash Advance, or ATM networks for
executing the transactions. Although these funds are generally reimbursed within
24-48 hours, a significant amount of cash is required to fund our operations due
to the magnitude of our transaction volume. Our vault cash loan accrues interest
at the base commercial lending rate of Wilmington Trust Company of Pennsylvania
plus 10.75% per annum on the outstanding principal balance, with a minimum rate
of 15% per annum, and has a maturity date of June 30, 2006. Our obligation to
repay this loan is secured by a first priority lien on all of our assets. The
outstanding balance on our vault cash line of credit fluctuates significantly
from day to day based on activity and collections, especially over weekends.
Vault cash for our ATM operations at locations where we do not provide full cash
access services (primarily Available Money customers) is provided by our ATM
processing provider under the terms of the ATM processing agreement, at a cost
equal to the ATM processor's cost of funds, which currently is Prime minus 5/8%.
We incurred $3,850,000 of debt associated with the acquisition of
Available Money. $2,000,000 of this indebtedness was a loan provided by Chex
Services, Inc. As a result of the settlement of our lawsuit with Equitex, Inc.
and Chex Services, Inc. related to our terminated acquisition of Chex Services,
Equitex and Chex Services agreed to cancel our outstanding $2,000,000 principal
liability as well as any liability for accrued but unpaid interest under that
promissory note and we agreed to pay Chex $500,000 within 60 days of July 21,
2005. We paid this amount in September 2005. In order to fund the payment to
Chex Services, Inc., in September 2005 we borrowed $600,000 from individuals,
including the uncle and the brother of our Chief Executive Officer, pursuant to
convertible notes that bear interest at 10% per annum and mature in June 2006.
Each Note is convertible into shares of our common stock at an exercise price
equal to 85% of the trading price at the time of exercise.
The remaining $1,850,000 of this indebtedness is part of a $2,050,000
bridge loan provided by Mercantile Capital, L.P. This bridge loan was accruing
interest until June 30, 2005 when it was converted into a 5 year amortizating
loan subject to annual renewal at the lender's discretion. Our obligation to
repay this loan is secured by a first priority lien on all of our assets. We
still intend to refinance this obligation in 2005 and are making every effort to
do so. We paid a facility fee of $41,000 in connection with this loan.
On December 1, 2003, we obtained a $250,000 line of credit from
Mercantile Capital, L.P., due on demand. This debt bears interest at the prime
rate of interest plus 10%, floating, provided that the minimum rate on this loan
is 14.5% per annum. As of June 30, 2005, this loan was also converted to a 5
year amortizing loan with annual renewals at the lender's discretion. The
Company paid a $25,000 facility fee on June 30, 2005 when the loan began to be
amortized. This loan is secured by 250,000 shares of the Company's common stock.
On September 10, 2004, we borrowed $210,000 from the father of our
chief executive officer to pay an advance on commissions to a new casino
customer. This loan bears interest at 10% per annum, payable monthly. The
principal amount of this loan is repayable in monthly payments payable on the
1st day of each month commencing with the second month following the month in
which we commence operations at Angel of the Winds Casino, and continuing on the
1st day of each month thereafter, provided that, upon any merger of our company,
sale of substantially all of our assets or change in majority ownership of our
voting capital stock, the lender has the right to accelerate this loan and
demand repayment of all outstanding principal and all unpaid accrued interest
thereon. We currently are making $5,000 principal payments per month. The
current principal balance outstanding is $70,000. In addition, we issued the
lender warrants to purchase 50,000 shares of our common stock at an exercise
price of $.33 per share. In the event that the principal amount of this loan
plus all accrued interest thereon is paid in full on or before March 1, 2006,
then we shall have the right to cancel warrants to purchase 25,000 shares.
Though we anticipate our operating profits will be sufficient to meet
our current obligations under our credit facilities, if we become unable to
satisfy these obligations, then our business may be adversely affected as
Mercantile Capital will have the right to sell our assets to satisfy any
outstanding indebtedness under our line of credit loan or our term loan that we
are unable to repay.
We also have a substantial amount of accounts payable and accrued
expenses. To the extent that we are unable to satisfy these obligations as they
come due, we risk the loss of services from our vendors and possible lawsuits
seeking collection of amounts due.
29
In addition, we have an existing obligation to redeem 37,500 shares of
our common stock from an existing stockholder at an aggregate price of $41,250.
This obligation arose in connection with iGames' purchase of certain gaming
software products for 75,000 shares of our common stock. In order to complete
this transaction under these terms, our former management granted this
stockholder the option to have 37,500 shares of his stock redeemed. This
stockholder has elected to exercise this redemption option.
We are also in the process of replacing all of the former Available
Money ATMs with new ATMs that will be processed on more favorable economic
terms. We had originally entered into a capital lease agreement to acquire 71
ATMs and related equipment necessary to complete this conversion. We have
reduced the number of ATM's we will acquire to 33. We have converted
approximately 8 of these ATM's to date. The remaining capital lease agreement
will require us to incur an upfront charge of approximately $105,000 and monthly
rental expense of approximately $4,600 over the remaining 59 months of the lease
term.
Our goal is to change the way our customers view cash access services
by transforming the way casinos find, serve and retain their customers. We will
strive to assist our customers by continuing to grow and improve everything we
do. We require significant capital to meet these objectives. Our capital
requirements are as follows:
o Equipment: Each new account requires hardware at the location level
and some additions to network infrastructure at our central server
farm.
o Vault Cash: All contracts in which we provide full service money
centers and ATM accounts for which we are responsible for cash
replenishment require vault cash. Vault cash is the money necessary to
fund the float that exists when we pay money to patrons but have yet
to be reimbursed from the Debit, Credit Card Cash Advance, or ATM
networks for executing the transactions.
o Acquisition Financing: We presently have no cash for use in completing
additional acquisitions. To the extent that we cannot complete
acquisitions through the use of our equity securities, we will need to
obtain additional indebtedness or seller financing in order to
complete such acquisitions.
o Working Capital: We will require substantial working capital to pay
the costs associated with our expanding employee base and to service
our growing base of customers.
o Technology Development: We will continue to incur development costs
related to the design and development of our new products and related
technology. We presently do not have an internal staff of engineers or
software development experts and have outsourced this function to
IntuiCode, LLC, a company operated by Jeremy Stein, a member of our
board of directors.
We are actively seeking various sources of growth capital and strategic
partnerships that will assist us in achieving our business objectives. We are
also exploring various potential financing options and other sources of working
capital. There is no assurance that we will succeed in finding additional
sources of capital on favorable terms or at all. To the extent that we cannot
find additional sources of capital, we may be delayed in fully implementing our
business plan.
We do not pay and do not intend to pay dividends on our common stock.
We believe it to be in the best interest of our stockholders to invest all
available cash in the expansion of our business.
Due to our accumulated deficit of $14,811,030 as of December 31, 2004
and our net losses and cash used in operations of $11,841,753 and $907,217,
respectively, for the year ended December 31, 2004, our independent auditors
have raised substantial doubt about our ability to continue as a going concern.
While we believe that our present plan of operations will be profitable and will
generate positive cash flow, there is no assurance that we will generate net
income or positive cash flow for the remainder of 2005 or at any time in the
future.
30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names, ages and positions of our
directors and executive officers and executive officers.
Name Age Current Position(s) with Company
------------------------- ---- ---------------------------------------
Christopher M. Wolfington 40 Chairman of the Board of Directors,
Chief Executive Officer and President
Jason P. Walsh 27 Vice President-Finance, Chief Financial
Officer, Secretary and Treasurer
Jeremy Stein 38 Director
Barry R. Bekkedam 38 Director
Wayne A. DiMarco 40 Director
Jonathan P. Robinson 41 Director
All directors serve until their successors are duly elected and qualified.
Vacancies in the Board of Directors are filled by majority vote of the remaining
directors. The executive officers are elected by, and serve at the discretion of
the Board of Directors.
A brief description of the business experience during the past five
years of our director, our executive officers and our key employees is as
follows:
Christopher M. Wolfington - Chairman, Chief Executive Officer and
President. Mr. Wolfington has been in the financial services industry for
approximately 16 years. He has been the Chairman of Money Centers since its
inception. From 1991 to 1994 he was a partner in The Stanley Laman Group, a firm
providing investment, insurance, mergers, acquisition, and planning services to
companies nationwide. From 1995 to 1998 he was President of Casino Money
Centers, a subsidiary of CRW Financial, Inc. Mr. Wolfington received a Bachelor
of Arts degree in Communications and Business from the University of Scranton.
Jason P. Walsh -Vice President-Finance, Chief Financial Officer, Secretary
and Treasurer. Mr. Walsh became our Chief Financial Officer, Secretary and
Treasurer in June 2005. From 1997 until June 2005 he was a certified public
accountant with Robert J. Kratz & Company. Mr. Walsh received a Bachelors of
Science degree in Accounting from Drexel University, and is a Pennsylvania
Certified Public Accountant.
31
Jeremy Stein - Mr. Stein served as President and Chief Executive Officer
and a director of iGames from June 2002 until January 2004, and as Secretary and
a director of iGames since January 2004. Mr. Stein has also served as the Chief
Executive Officer of IntuiCode, LLC, a software development company, since 2000
and as a senior software engineer with Mikohn Gaming Corporation, where he
worked until 2001. Prior thereto, he was a senior software engineer and director
of Progressive Games, Inc. from 1995 to 1998 and the Chief Technical Officer of
Emerald System, Inc. from 1993 to 1995. Mr. Stein studied computer science at
Virginia Tech. See "Related Party Transactions."
Barry Bekkedam - Director. Mr. Bekkedam served as a member of iGames' board
of directors from January 2004 through October 2004 and as a member of our board
of directors since October 2004. Mr. Bekkedam is the chairman of the board of
directors and chief executive officer of Ballamor Capital Management, Inc., an
investment advisory firm located in Wayne, Pennsylvania that he founded in 1997.
Ballamor Capital Management, Inc. is an objective investment advisory firm that
provides consultative services to families and individuals of wealth. Mr.
Bekkedam received a Bachelors of Science in Accounting from the College of
Commerce and Finance at Villanova University.
Wayne DiMarco - Director. Mr. DiMarco served as a member of iGames' board
of directors from January 2004 through October 2004 and as a member of our board
of directors since October 2004. Mr. DiMarco is the president of P. DiMarco &
Co., Inc., a privately owned highway and heavy construction site development
company based in King of Prussia, Pennsylvania. Mr. DiMarco received a Bachelors
of Science in Civil Engineering from Lehigh University.
Jonathan P. Robinson - Director. Mr. Robinson has served as a member of our
board of directors since January 2005. Mr. Robinson has been Chief Financial
Officer of O'Neill Properties Group, a Mid-Atlantic real estate development
company, since 2002. He was Chief Financial Officer of Airclick, Inc. from 2000
to 2002. Prior thereto, Mr. Robinson was Chief Financial Officer of Safeguard
International, a $300 million cross-Atlantic private equity fund, focused on
later-stage leveraged buyouts and private equity investments, from 1999 to 2000.
From 1993 to 1998, Mr. Robinson was Chief Financial Officer of CRW Financial,
Inc. Mr. Robinson received a B.S. degree from Bloomsburg University in 1986.
There are no family relationships among any of our directors or
executive officers.
EXECUTIVE COMPENSATION
The following table sets forth compensation paid or accrued during the
years ended December 31, 2004 and 2003 to our Chief Executive Officer and the
most highly compensated executive officers whose total annual salary and bonus
exceeded $100,000 during such fiscal year (collectively, the "Named
Executives").
32
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
-------------------------- --------------
Number of All Other
Fiscal Other Annual Shares or Compensation
Name and Principal Position Year Ended Salary Bonus Compensation Options
--------------------------- ----------- ---------- ---------- -------------- -------------- -------------
Christopher M. Wolfington, 12/31/04 $350,000(2) $431,995(3) $0 2,635,000 (4) $47,628(5)
Chairman, Chief Executive
Officer, President (1)
--------------
(1) Mr. Wolfington was appointed our President and Chief Executive Officer on
January 2, 2004, effective upon the consummation of our acquisition of
Money Centers of America, Inc.
(2) Pursuant to his employment agreement, Mr. Wolfington began receiving
an annual salary of $350,000 on January 2, 2004.
(3) This consists of Mr. Wolfington's signing bonus of $200,000 and annual
bonus of $175,000 for the year ended December 31, 2004. These bonuses
were not paid as of December 31, 2004. The original $200,000 was added to
the officer payable and the $175,000 was in accrued expenses at December
31, 2004. Subsequently, the $175,000 was added to the officer loan in
January 2005. Also includes $56,995 in sales commissions.
(4) Pursuant to his employment agreement Mr. Wolfington received options to
purchase 2,635,000 shares of our Common Stock.
(5) Includes life insurance premiums and automobile expenses.
Option Grants For the Year Ended December 31, 2004
Pursuant to his employment agreement, Mr. Wolfington received grants of
options to purchase an aggregate of 2,635,000 shares of our common stock in
2004. Each of these options has an exercise price of $.01 per share and is
exercisable for a period of ten years from the date of grant. These grants
represent approximately 76.2% of the options granted to our employees in the
fiscal year ended December 31, 2004.
The following table sets forth information concerning year-end option
values for 2004 for the executive officers named in our Summary Compensation
Table above. The value of unexercised in-the-money options is calculated based
on the closing bid price of our common stock on December 31, 2004 of $.70.
33
Fiscal Year End Option Values
Value of Unexercised
Number of Unexercised Options In-the-Money Options
at Fiscal Year End at Fiscal Year End
--------------------------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------------ ---------------------- --------------------- -------------------- -------------------------
Christopher M. Wolfington 2,635,000(1) 0 $1,652,550(2) $0
--------------
(1) Consists of options to purchase 2,635,000 shares of our common stock at an
exercise price of $.01 per share.
(2) Based on a closing sales price of $.70 per share on December 31, 2004.
Long Term Incentive Plans
We currently do not have any long-term incentive plans.
Compensation of Directors
Our directors who are also employees do not receive any additional
consideration for serving on our board of directors. Our outside directors, who
are not employees, receive $2,500 for each meeting of the board of directors or
any committee thereof that they attend. In addition, our outside directors
receive an initial grant of 25,000 shares of restricted stock that vest in
accordance with a schedule determined by our chief executive officer and annual
grants of options to purchase 25,000 shares of our common stock at an exercise
price equal to the closing sales price of our common stock on the date of grant.
No grants or options were issued to the board members in 2004. The company has
issued these grants and options in 2005 for 2004.
Employment Agreements
In January 2004, we entered into a five-year employment agreement with
Christopher M. Wolfington, our Chairman, President and Chief Executive Officer.
In addition to an annual salary of $350,000 per year (subject to annual
increases at the discretion of the Board of Directors) (the "Base Salary"), Mr.
Wolfington's employment agreement provides for a $200,000 signing bonus, a
guaranteed bonus equal to 50% of his Base Salary in any calendar year (the
"Guaranteed Bonus") and a discretionary incentive bonus of up to 50% of his Base
Salary in any calendar year pursuant to a bonus program to be adopted by the
Board of Directors (the "Incentive Bonus"). Pursuant to his employment
agreement, Mr. Wolfington is entitled to fringe benefits including participation
in retirement plans, life insurance, hospitalization, major medical, paid
vacation, a leased automobile and expense reimbursement. In addition, Mr.
Wolfington received options to purchase 760,000 shares of our common stock at an
exercise price of $.01, which are immediately vested and options to purchase
1,875,000 shares our common stock at an exercise price of $.01, which have
vested due to the issuance of a commitment letter by Mercantile Capital, L.P. to
refinance our vault cash and working capital financing. In addition, in October
2005 we granted Mr. Wolfington options to purchase an aggregate of 3,780,780
shares of our common stock, of which approximately 32% vested immediately and
the remainder vest equally on the first three anniversaries of the grant. In the
event there is a change of control after which Mr. Wolfington is asked to
relocate his principal business location more than 35 miles, his duties are
significantly reduced from the duties he had immediately prior to the change of
34
control or there is a material reduction in his Base Salary in effect
immediately prior to the change of control and, as a result of any of the
foregoing, Mr. Wolfington resigns his employment hereunder within one year after
the date of the change of control, then Mr. Wolfington shall be entitled to
receive as severance payments, his Guaranteed Bonus, his Base Salary and his
insurance benefits for a period equal to the greater of the initial term of the
agreement or 24 months from the date of the termination or cessation of Mr.
Wolfington's employment. For purposes of Mr. Wolfington's employment agreement,
a change of control occurs if we sell all or substantially all of our assets or
if shares of our capital stock representing more than 50% of the votes which all
stockholders are entitled to cast are acquired, by purchase, merger,
reorganization or otherwise) by any person or group of affiliated persons not an
affiliate of iGames at the time of such acquisition.
In June 2005 we entered into an employment agreement with Jason P.
Walsh, our Vice-President-Finance, Chief Financial Officer, Secretary and
Treasurer. The term of the agreement expires December 31, 2006, with automatic
annual renewals thereafter unless either party gives notice of non-renewal at
least thirty days prior to automatic renewal. Mr. Walsh's minimum annual salary
is $120,000. In addition, Mr. Walsh was granted options to purchase 200,000
shares of the Company's common stock with an exercise price of $.42 per share,
of which 50,000 vested immediately, 50,000 vest in one year and the remainder
vest in two years. Mr. Walsh will receive annual bonus compensation of up to
$50,000 per year based upon the Company's achievement of specified growth and
performance milestones. In the event Mr. Walsh's employment is terminated prior
to the then-current expiration date by the Company without good cause, as
defined in the employment agreement, or Mr. Walsh elects early termination with
good reason, as defined in the employment agreement, Mr. Walsh will receive 100%
of his annual salary in effect as of the date of such termination for a period
of (i) the greater of four months or through the end of the initial year of the
term of the Employment Agreement; or (ii) the greater of six months or through
the end of the initial year of the term of the Employment Agreement if such
termination occurs within twelve months following a change in control, as
defined in the employment agreement. In addition, Mr. Walsh would be entitled to
payment of accrued but unused vacation time through the termination date and a
fraction of any performance bonus otherwise payable to him, and all unvested
stock options held by Mr. Walsh would automatically vest. On October 20, 2005,
Mr. Walsh's employment agreement was amended to increase his annual salary to
$145,000 and decrease his maximum annual bonus compensation to $25,000.
Repricing of Options
We have not adjusted or amended the exercise price of any stock
options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information as to ownership of Common Stock by Officers, Directors and owners
of 5% or more of our Common Stock
The following table sets forth certain information with respect to
beneficial ownership of our common stock as of December 15, 2005 by:
o each person known to us to be the beneficial owner of more than 5% of
our common stock;
o each of our directors;
o each of our executive officers; and
o all of our executive officers and directors as a group.
Unless otherwise specified, we believe that all persons listed in the table
possess sole voting and investment power with respect to all shares of our
common stock beneficially owned by them. As of October5, 2005, 25,206,978 shares
of our common stock were issued and outstanding.
35
Amount and Nature of
Name of Beneficial Owner (1) Position Beneficial Ownership (1) Percentage of Class
-------------------------------- ------------- ------------------------- ---------------------
Christopher M. Wolfington President, Chief 20,822,298(2) 71.9%
700 South Henderson Road, Executive Officer,
Ste. 325 Chairman of the
King of Prussia, PA 19406 Board
Jason P. Walsh Chief Financial 82,500(3) 0.3%
700 South Henderson Road Officer, Secretary
Ste. 325 & Treasurer
King of Prussia, PA 19406
Jeremy Stein Director 372,500(4) 1.5%
301 Yamato Road, Suite 2199
Boca Raton, FL 33431
Wayne DiMarco Director 95,000(5) *
131 East Church Road
King of Prussia, PA 19406
Barry Bekkedam Director 98,000(6) *
1200 Liberty Ridge Drive
Suite 340
Wayne, PA 19087
Jonathan Robinson Director 75,000(7) *
700 S. Henderson Road
King of Prussia, PA 19406
----------------- ------------------------- ---------------------
All Executive Officers and
Directors as a group (4 persons) 21,545,298 73.1%
----------------- ------------------------- ---------------------
* Less than 1%
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. All shares are beneficially
owned and sole voting and investment power is held by the persons named,
except as otherwise noted.
(2) Includes currently exercisable options to purchase 3,767,695 shares of
Common Stock, and 3,108,772 shares of Common Stock owned by the Christopher
M. Wolfington Grantor Retained Annuity Trust. Does not include 621,759
shares of Common Stock held by the Christopher M. Wolfington Irrevocable
Trust as Mr. Wolfington is not the beneficial owner of these shares of
Common Stock.
(3) Includes currently exercisable options to purchase 50,000 shares of common
stock and warrants to purchase 12,500 shares of common stock.
(4) Includes currently exercisable options to purchase 312,500 shares of Common
Stock.
(5) Includes currently exercisable options to purchase 70,000 shares of Common
Stock.
(6) Includes currently exercisable options to purchase 50,000 shares of Common
Stock.
(7) Includes currently exercisable options to purchase 50,000 shares of Common
Stock.
36
SELLING HOLDERS
The following table sets forth the names of the selling stockholders,
the number of shares of our common stock, to our knowledge, beneficially owned
by each selling stockholder as of December 15, 2005 and the number of shares of
our common stock which may be offered for sale pursuant to this prospectus by
the selling stockholders.
The number of shares set forth in this table represents an estimate of
the number of shares of our common stock to be offered for resale by the selling
stockholders. The selling stockholders either own:
o shares of our common stock and common stock purchase warrants that
they purchased from us in a private placement, or
o shares of our common stock that they received pursuant to our
redomestication merger.
The selling stockholders named below may offer these shares from time
to time. The selling stockholders are, however, under no obligation to sell all
or any portion of these shares of our common stock. In addition, the selling
stockholders are not obligated to sell such shares of our common stock
immediately under this prospectus. Since the selling stockholders may sell all
or part of the shares of common stock offered in this prospectus, we cannot
estimate the number of shares of our common stock that will be held by the
selling stockholders upon termination of this offering.
Except as otherwise noted below, none of the selling stockholders is an
officer or director of our company and none of the selling stockholders has had
any material relationship with our company, affiliates or predecessors within
the last three years.
Percentage Ownership(1)
Number of ---------------------------
Number of Shares of Shares of
Common Stock Before Common Stock Number of Shares Before After
Name Offering After Offering Being Sold Offering Offering
----------------------------- ------------------- -------------- ---------------- ---------- ----------
2003 GRAT of Christopher M. 3,108,772 0 3,108,772 12.3% 0%
Wolfington(2)
Kevin McDonald 1,141,748 0 1,141,748 4.5% 0%
Lane Missamore 905,000 0 905,000 3.6% 0%
2003 Irrevocable Trust of 621,759 0 621,759 2.5% 0%
Christopher M. Wolfington(2)
J. Eustace Wolfington 415,157 0 415,157 1.6% 0%
Sean J. Wolfington 392,157 0 392,157 1.6% 0%
Whitehorse Capital Partners, 200,000 0 200,000 * 0%
L.P.
Debra Rand Revocable Trust 50,000 0 50,000 * 0%
Stanley Merdinger 25,000 0 25,000 * 0%
Barry R. Bekkedam 23,000 0 23,000 * 0
%
J. Brian O'Neill 23,000 0 23,000 * 0%
Harry J. and Carol Ann 23,000 0 23,000 * 0%
Wolfington
Harry J. Wolfington 25,000 (3) 0 25,000 * 0%
James Danielewicz 23,000 0 23,000 * 0%
Jason P. Walsh 20,000 0 20,000 * 0%
Joy Danielewicz 5,750 0 5,750 * 0%
-------------------------------------------------------
37
* Less then one percent (1%)
(1) Calculated based on 25,206,978 shares of our common stock issued and
outstanding as of December 15, 2005.
(2) Mr. Wolfington is our Chairman, Chief Executive Officer and President.
(3) Represents shares issuable on the exercise of warrants.
PLAN OF DISTRIBUTION
As of the date of this prospectus, the selling stockholders have not
determined how they will distribute the shares of our common stock that they or
their respective pledgees, donees, transferees or other successors in interest
are offering for resale. Accordingly, such shares may be sold from time to time
in one or more of the following transactions:
o block transactions;
o transactions on the over-the-counter electronic bulletin board or
on such other market on which our common stock may from time to
time be trading;
o privately negotiated transactions;
o through the writing of options on the shares;
o short sales; or
o any combination of these transactions.
The sale price to the public in these transactions may be:
o the market price prevailing at the time of sale;
o a price related to the prevailing market price;
o negotiated prices; or
o such other price as the selling stockholders determine from time
to time.
38
In the event that we permit or cause this registration statement to
lapse, the selling stockholders may sell shares of our common stock pursuant to
Rule 144 promulgated under the Securities Act of 1933.
The selling stockholders or their respective pledgees, donees,
transferees or other successors in interest, may also sell these shares of our
common stock directly to market makers acting as principals and/or
broker-dealers acting as agents for themselves or their customers. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of these shares
of our common stock for whom such broker-dealers may act as agents or to whom
they sell as principal or both. As to a particular broker-dealer, this
compensation might be in excess of customary commissions. Market makers and
block purchasers purchasing these shares of our common stock will do so for
their own account and at their own risk. It is possible that a selling
stockholder will attempt to sell shares of our common stock in block
transactions to market makers or other purchasers at a price per share that may
be below the prevailing market price of our common stock.
Alternatively, the selling stockholders may sell all or any part of the
shares of our common stock offered hereby through an underwriter. We have no
obligation to obtain or assist the selling stockholders in obtaining a
commitment in connection with the sale of shares of our common stock covered by
this prospectus. We have been informed by the selling stockholders that there
are no existing arrangements between them and any other stockholders, broker,
dealer, underwriter or agent relating to the distribution of the shares offered
by this prospectus. If the selling stockholders enter into an agreement, after
effectiveness of this registration statement, to sell their shares to a
broker-dealer as principal and the broker-dealer is acting as an underwriter,
then we will file a post-effective amendment to the registration statement
identifying the broker-dealer, providing the required information on the plan of
distribution and will revise the disclosures in the registration statement, and
will file the broker-dealer agreement as an exhibit to the registration
statement.
The selling stockholders will act independently of us in making
decisions with respect to the form, timing, manner and size of each sale. The
selling stockholders shall have the sole and absolute discretion not to accept
any purchase offer or make any sale of these shares of our common stock if they
deem the purchase price to be unsatisfactory at any particular time. There can
be no assurance that all or any of these shares of our common stock offered
hereby will be issued to, or sold by, the selling stockholders.
Upon effecting the sale of any of these shares of our common stock
offered pursuant to this prospectus, the selling stockholders and any brokers,
dealers or agents, hereby, may be deemed "underwriters" as that term is defined
under the Securities Act of 1933 or the Securities Exchange Act of 1934, or the
rules and regulations thereunder. Any profits realized by the selling
stockholders and the compensation of any broker-dealer may be deemed to be
underwriting discounts and commissions. We have been advised that none of the
selling stockholders are broker-dealers or affiliates of broker-dealers.
The selling stockholders and any other persons participating in the
sale or distribution of these shares of our common stock will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder including, without limitation, Regulation M.
These provisions may restrict activities of, and limit the timing of purchases
and sales of any of these shares of our common stock by, the selling
stockholders. Furthermore, pursuant to Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and other activities with respect to such securities for a specified
period of time prior to the commencement of such distributions, subject to
specified exceptions or exemptions. All of the foregoing may affect the
marketability of the shares offered in this prospectus.
39
We are and will continue to be subject to the penny stock rules.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
listed on the NASDAQ stock market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the rules generally
require that prior to a transaction in a penny stock, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing
the liquidity of penny stocks.
We will assume no obligation or responsibility whatsoever to determine
a method of disposition for our shares of common stock offered by the selling
stockholders or to otherwise include such shares within the confines of any
registered offering other than the registration statement of which this
prospectus is a part.
We have no obligation to assist or cooperate with the selling
stockholders in the offering or disposition of our shares of common stock
covered by this prospectus other than with respect to the filing of this
prospectus and the filing of any amendments hereto pursuant to our agreement
with the selling stockholders. We have no agreement with the selling
stockholders or any other person requiring us to indemnify or hold harmless the
holders of our shares of common stock covered by this prospectus.
We will pay substantially all of the expenses incident to the
registration and offering of our common stock pursuant to this prospectus, other
than commissions or discounts of underwriters, broker-dealers or agents.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of our
common stock being offered for sale by the selling stockholders pursuant to this
prospectus.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On September 1, 2004, we engaged IntuiCode, LLC to provide product
development services to us under a one-year agreement calling for aggregate
payments to IntuiCode of $35,000 per month, or $420,000 in the aggregate, and
options to purchase 150,000 shares of our common stock. We paid IntuiCode
approximately $175,000 during the year ended December 31, 2004, and
approximately $300,000 during the nine months ended September 30, 2005. In
October 2005, we entered into a Technology Support Agreement with IntuiCode for
ongoing product development and support services for the period from September
1, 2005 through December 31, 2005 for consideration of $15,000 per month plus
the issuance of warrants for each such month to purchase 15,000 shares of our
common stock at then-current market prices. We acquired the rights to the
Protector(TM) from IntuiCode, and paid aggregate royalties to IntuiCode of
approximately $88,374 for the year December 31, 2003 and did not pay royalties
in the year ended December 31, 2004. We relinquished our rights to the
Protector(TM) in early 2004 as the company changed its business strategy after
the purchase of Money Centers and Available Money. Jeremy Stein, a member of our
board of directors, holds approximately 1.5% of our stock (including shares
subject to currently-exercisable options) is also the Chief Executive Officer
and the holder of approximately 43% of the outstanding membership interests of
IntuiCode. We believe the terms of IntuiCode's engagement are at least as fair
as those that we could have obtained from unrelated third parties in arms-length
negotiations. In addition, during the year ended December 31, 2004, we extended
short-term loans in the aggregate principal amount of $63,000 to IntuiCode.
These loans have been repaid.
40
Although we believe that IntuiCode is highly qualified to provide these
services, we believe that other software developers are available to provide
similar services should IntuiCode no longer be able or willing to do so.
On September 10, 2004, we borrowed $210,000 from the father of our
chief executive officer to pay an advance on commissions to a new casino
customer. This loan bears interest at 10% per annum, which is payable monthly
beginning October 1, 2004. The principal amount of this loan is repayable in
monthly payments payable on the 1st day of each month commencing with the second
month following the month in which we commence operations at Angel of the Winds
Casino, and continuing on the 1st day of each month thereafter through April 30,
2005, provided that, upon any merger of our company, sale of substantially all
of our assets or change in majority ownership of our voting capital stock, the
lender has the right to accelerate this loan and demand repayment of all
outstanding principal and all unpaid accrued interest thereon. The amount of the
principal payment due in any month is equal to the amount of lease fee advances
that we receive from this casino customer during that month. In addition, we
issued the lender warrants to purchase 50,000 shares of our common stock at an
exercise price of $.33 per share. In the event that the principal amount of this
loan plus all accrued interest thereon is paid in full on or before March 1,
2006, then we shall have the right to cancel warrants to purchase 25,000 shares.
In October 2004, we issued options to purchase 100,000 shares of common
stock at an exercise price of $0.35 per share to Jeremy Stein in full settlement
of all obligations under his employment agreement.
In December 2004, we issued options to purchase an aggregate of 150,000
shares of common stock at an exercise price of $0.01 per share to two
consultants at IntuiCode. Jeremy Stein received 60,000 of these options.
From September to December 2005 we borrowed $725,000 from seven
individuals, including our Chief Financial Officer ($25,000) and our Chief
Executive Officer's uncle and brother ($250,000 each). These loans bear interest
at 10% per annum with terms of nine months. Warrants to purchase an aggregate of
112,500 shares of our common stock at an exercise price of $0.01 per share were
issued to our Chief Financial Officer (12,500 shares) and four unaffiliated
lenders (100,000 shares).
DESCRIPTION OF SECURITIES
Our authorized capital stock currently consists of 170,000,000 shares,
of which 150,000,000 shares are common stock, with a par value of $0.001 per
share, and 20,000,000 shares are "blank check" preferred stock, with a par value
of $0.001 per share.
As of the date of this prospectus, there are 25,206,978 issued and
outstanding shares of our common stock, and no issued and outstanding shares of
our Preferred Stock. All outstanding shares of capital stock are duly
authorized, validly issued, fully paid, and non-assessable. No material
potential liabilities are anticipated to be imposed on shareholders under state
statutes.
Common Stock.
Each holder of our common stock is entitled to one vote for each share
owned of record on all matters voted upon by our stockholders.
Our common stock has no cumulative voting rights, preemption rights,
and no redemption, sinking fund, or conversion privileges. Since the holders of
our common stock do not have cumulative voting rights, holders of more than 50%
of our total outstanding common shares can elect all of our directors, and
holders of the remaining shares, by themselves, cannot elect any of our
directors.
Holders of our common stock are entitled to receive dividends if, as,
and when declared by our board of directors out of funds legally available for
such purpose.
41
Upon the dissolution, liquidation or winding up of our company, the
holders of our common stock are entitled to share equally and ratably our net
assets, if any, available to such holders after distributions to holders of our
preferred stock.
Blank Check Preferred Stock.
Our board of directors has the authority, without further stockholder
approval, to issue up to 20,000,000 shares of preferred stock in one or more
series and to fix the designations, rights, preferences, privileges and
restrictions of these shares, including dividend rights, conversion rights,
voting rights, terms of redemption and liquidation preferences. These shares of
preferred stock may have rights senior to our common stock. The issuance of
preferred stock could decrease the amount of earnings and assets available for
distribution to the holders of common stock or could adversely affect the rights
and powers, including voting rights, of the holders of our common stock.
Transfer Agent and Registrar.
Florida Atlantic Stock Transfer, Inc., 7130 N. Nob Hill Road,
Tamarac, Florida 33321-1841 is our transfer agent and the registrar for our
common stock. Our transfer agent's telephone number is (954) 726-6320.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
Our authorized but unissued capital stock consists of 126,033,336
shares of common stock and 20,000,000 shares of blank check preferred stock. One
effect of the existence of authorized but unissued capital stock may be to
enable our board of directors to render more difficult or to discourage an
attempt to obtain control of us by means of a merger, tender offer, proxy
contest, or otherwise, and thereby to protect the continuity of our management.
If, in the due exercise of its fiduciary obligations, for example, the board of
directors were to determine that a takeover proposal was not in our best
interests, such shares could be issued by our board of directors without
stockholder approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder group, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent board of directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Amended and Restated Certificate of Incorporation provides that all
of our directors, officers, employees and agents shall be entitled to be
indemnified to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law.
Paragraph B of Article Seventh of our amended and restated certificate
of incorporation provides:
"The Corporation, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, upon a plea of nolo contendere or equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
42
which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful."
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment of expenses incurred or paid by a director,
officer or controlling person in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
the court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our common stock is currently quoted on the Over-The-Counter Bulletin
Board under the symbol "MCAM.OB".
Market Information
Our shares of common stock were first quoted on the Over-The-Counter
Bulletin Board on October 14, 2002. The following table presents the high and
low bid prices per share of our common stock as quoted for the years ended
December 31, 2003 and December 31, 2004, and for the period from January 1, 2005
to the date of this Prospectus, which information was provided by NASDAQ Trading
and Market Services. All amounts have been retroactively adjusted to reflect a
1-for-4 reverse stock split that occurred on December 11, 2003.
43
Year ending December 31, 2005
-------------------------------------------------------------------------------
Quarter ended: High Bid Low Bid
-----------------------------------------------
March 31, 2005 1.15 0.51
June 30, 2005 0.55 0.30
September 30, 2005 0.67 0.34
December 31, 2005 (1) 0.45 0.25
(1) Through December 27, 2005.
Year ended December 31, 2004
-------------------------------------------------------------------------------
Quarter ended: High Bid Low Bid
-----------------------------------------------
March 31, 2004 1.80 0.56
June 30, 2004 0.75 0.30
September 30, 2004 0.52 0.30
December 31, 2004 0.65 0.26
Year ended December 31, 2003
-------------------------------------------------------------------------------
Quarter ended: High Bid Low Bid
-----------------------------------------------
March 31, 2003 5.20 3.32
June 30, 2003 3.72 1.80
September 30, 2003 3.04 1.60
December 31, 2003 1.60 0.27
The above quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not reflect actual transactions. On
December 27, 2005, the closing bid price for our common stock was $0.25 per
share.
Holders
As of December 15, 2005, we had 47 stockholders of record of our common
stock. Such number of record holders was derived from the records maintained by
our transfer agent, Florida Atlantic Stock Transfer.
Dividends
To date, we have not declared or paid any cash dividends and do not
intend to do so for the foreseeable future. Prior to our acquisition by iGames
in January 2004, we paid dividends to our shareholders. In 2003, these dividends
were approximately $94,900. In January 2004, prior to the acquisition, these
44
dividends were approximately $270,010. In the future we intend to retain all
earnings, if any, to finance the continued development of our business. Any
future payment of dividends will be determined solely in the discretion of our
Board of Directors.
Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------ --------------------- ------------------------ ----------------------------
Number of Weighted average Number of securities
securities to be exercise price of remaining available for
issued upon outstanding options, future issuance under
exercise of warrants and rights equity compensation plans
outstanding
options, warrants
and rights
------------------------------------------ --------------------- ------------------------ ----------------------------
Equity compensation plans approved by 0 $0.00 0
security holders
----------------------------------------- --------------------- ------------------------ ----------------------------
Equity compensation plans not approved 5,240,688 $1.33 0
by security holders
------------------------------------------ --------------------- ------------------------ ----------------------------
Total 5,240,688 $1.33 0
------------------------------------------ --------------------- ------------------------ ----------------------------
There were no other securities authorized for issuance under equity
compensation plans at December 31, 2004.
EXPERTS
The consolidated financial statements of Money Centers of America, Inc.
as of December 31, 2004 and for the fiscal year ended December 31, 2004 have
been included herein and in the registration statement in reliance upon the
report of Sherb & Co., LLP independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.
LEGAL MATTERS
Certain legal matters, including the legality of the issuance of the
shares of common stock offered herein, are being passed upon for us by our
counsel, Klehr, Harrison, Harvey, Branzburg & Ellers LLP, Philadelphia,
Pennsylvania.
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the
Exchange Act of 1934. Accordingly, we are required to file quarterly and annual
reports and other information with the Securities and Exchange Commission.
We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 to register the securities offered by this
prospectus. The prospectus is part of the registration statement, and, as
permitted by the Securities and Exchange Commission's rules, does not contain
all of the information in the registration statement. For future information
about us and the securities offered under this prospectus, you may refer to the
registration statement and to the exhibits and schedules filed as a part of the
registration statement. You can review the registration statement and its
exhibits at the public reference facility maintained by the Securities and
Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public reference room. The registration statement is also available
electronically on the World Wide Web at http://www.sec.gov.
45
MONEY CENTERS OF AMERICA, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Report for Year ended December 31, 2004...............F-2
Consolidated Balance Sheet as of December 31, 2004..........................F-3
Consolidated Statements of Operations for the fiscal years ended
December 31, 2004 (audited) and December 31, 2003 (unaudited)...............F-4
Consolidated Statements of Stockholders' Deficit for the fiscal years
ended December 31, 2004(audited) and December 31, 2003 (unaudited)..........F-5
Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2004 (audited) andDecember 31, 2003 (unaudited)................F-6
Notes to Consolidated Financial Statements..................................F-7
Consolidated Balance Sheet as of September 30, 2005 (unaudited) ............F-26
Consolidated Statements of Operations (unaudited) for the
nine months ended September 30, 2005 and September 30, 2004 ................F-27
Consolidated Statements of Cash Flows (unaudited) for the
nine months ended September 30, 2005 and September 30, 2004 ................F-28
Notes to Consolidated Financial Statements (unaudited)......................F-29
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Money Centers of America, Inc.
We have audited the accompanying consolidated balance sheet of Money Centers of
America, Inc. and its subsidiaries as of December 31, 2004, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the financial position of Money Centers of
America, Inc. as of December 31, 2004, and the results of its operations and its
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 17 to
the financial statements, the Company has an accumulated deficit of $14,811,030
as of December 31, 2004 and had net losses and cash used in operations of
$11,841,753 and $902,217, respectively, for the year ended December 31, 2004.
This raises substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 17.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/Sherb & Co., LLP
Certified Public Accountants
Boca Raton, Florida
April 12, 2005
F-2
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
BALANCE SHEET
DECEMBER 31, 2004
ASSETS
Current assets:
Cash and cash equivalents $ 432,897
Restricted cash 4,187,776
Accounts receivable 808,166
Loans receivable 43,000
Prepaid expenses and other current assets 399,435
-------------------
Total current assets 5,871,274
Property and equipment, net 452,510
Intangible assets, net 1,094,388
Goodwill 1,831,104
Deferred financing costs 97,324
-------------------
$ 9,346,600
===================
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 1,064,412
Accrued expenses 349,967
Current portion of capital lease 29,460
Loans payable 2,000,000
Notes payable 344,658
Lines of credit 5,926,712
Due to officer 316,155
Commissions payable 1,092,332
-------------------
Total current liabilities 11,123,695
Long-term liabilities:
Capital leases 112,222
Lines of credit, net of current portion 2,236,904
-------------------
Total long-term liabilities 2,349,126
Stockholders' Deficit:
Preferred stock; $.001 par value, 20,000,000 shares authorized
0 shares issued and outstanding -
Common stock; $.004 par value, 150,000,000 shares authorized
23,967,664 shares issued and outstanding 239,677
Additional paid-in capital 10,455,132
Accumulated deficit (14,811,030)
-------------------
Total stockholders' deficit (4,116,221)
-------------------
$ 9,356,600
===================
The accompanying notes are an integral part of these financial statements.
F-3
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
YEARS ENDED
DECEMBER 31,
------------------------------------------------
2004 2003
UNAUDITED
------------------------------------------------
Revenues $ 16,258,302 $ 5,514,303
Cost of services 13,912,356 4,286,037
-------------------- ----------------------
Gross profit 2,345,946 1,228,266
Selling, general and administrative expenses 2,642,341 904,745
Noncash Compensation 7,674,491 -
Depreciation and amortization 1,615,803 159,203
-------------------- ----------------------
Operating income (loss) (9,586,689) 164,318
Other income (expenses):
Interest expense, net (1,706,471) (182,947)
Other income 170 497,733
Loss on impairment of intangibles (417,880) -
Loss on obsolete inventory (130,883) -
-------------------- ----------------------
Net income (loss) (2,255,064) 314,786
-------------------- ----------------------
Net income (loss) per common share basic $ (11,841,753) $ 479,104
==================== ======================
Net income (loss) per common share diluted $ (1.33) $ 0.14
==================== ======================
$ (1.33) $ 0.10
==================== ======================
Weighted Average Common Shares Outstanding
-Basic 8,912,513 3,333,183
==================== ======================
-Diluted 8,912,513 4,633,183
==================== ======================
The accompanying notes are an integral part of these financial statements.
F-4
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
Series A
Preferred Stock Common Stock
($.001 par value) ($.004 par value) Additional
---------------------------------------- Paid-In Accumulated Deferred Stockholders'
Shares Amount Shares Amount Capital Defict Compensation Deficit
----------- ------- ---------- --------- ------------- -------------- ------------- -------------
Balance, December 31, 2002 - - 2,781,249 $ 11,125 $ - $ (2,049 871) $ - $ -
Stock issued for intangible
asset - - 150,000 600 464,400 - (95,625) 369,375
Issuance of common stock for
services - - 370,042 1,480 806,284 - (62, 00) 745,264
Issuance of shares as
collateral for line of credit - - 250,000 1,000 (1,000) - - -
Exercise of stock options - - 6,250 25 2,475 - - 2,500
S corporation distributions - - - - - (94 900) - (94,000)
Sale of common stock, net of
offering costs - - 408,750 1,635 706,420 - - 708,055
Amortization of deferred
compensation - - - - - - 151,875 151,875
Net income (Unaudited) - - - - - 479 104 - 479,104
----------- ------- ---------- --------- ------------- -------------- ------------- -------------
Balance, December 31, 2003 - - 3,966,291 15,865 1,978,579 (1,665 667) (6,250) 322,527
Preferred stock issued in
connection with reverse
acquisition 1,351,640 1,351 - - (1,351) - - -
Issuance of common stock for
services - - 25,000 100 29,900 - - 30,000
Issuance of options to
employees and consultants - - - - 5,304,418 - - 5,304,418
Exercise of stock options - - 62,500 250 24,750 - - 25,000
S corporation distributions - - - - - (270,010) - (270,010)
Issuance of shares for
payment on Available Money,
Inc. - - 1,470,589 5,882 1,994,118 - - 2,000,000
Note Discount on 25,000
warrants issued - - - - 8,845 - - 8,845
Pursuant to original merger
agreement Series A Preferred
Stockholders, received 10
shares MCAM per preferred
share (1,351,640) (1,351) 13,516,400 54,066 (52,715) - - -
Beneficial conversion
dividend - preferred
stockholder's received 11.5
shares instead of 10 - - 2,027,460 8,109 1,025,492 (1,033 600) - -
Common stock issued for
compensation - - 4,370,013 17,481 2,271,020 - - 2,288,501
Canceled shares in
connection with Available
Money, Inc. purchase - - (1,47 ,589) (5,882) (1,994,118) - - (2,000,000)
Amortization of deferred
compensation - - - - - - 6,250 6,250
Change in par value - - - 143,806 (143,806) - - -
Net loss - - - - - (11,841 753) - (11,841,753)
----------- ------- ---------- --------- ------------- -------------- ------------- -------------
Balance, December 31, 2004 - $ - 23,967,664 $ 239,677 $ 10,445,132 $ (14,811,020) - $(14,126,221)
=========== ======= ========== ========= ============= ============== ============= =============
The accompanying notes are an integral part of these financial statements.
F-5
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
Years Ended
December 31,
-------------------------------------------------
2004 2003
---------------------- -----------------------
UNAUDITED
Cash flows from operating activities:
Net loss $ (11,841,753) $ 479,104
Adjustments used to reconcile loss to net cash
provided (used) by operating activities:
Depreciation and amortization 1,615,803 159,202
Interest on note discount 1,561
Gain on forgiveness of debt - (494,470)
Gain on disposal of assets - (3,263)
Common stock and stock options issued for services
to employees 4,877,050 -
Common stock and warrants issued for services to
consultants 2,760,426
Inventory write-down 130,883 -
Loss on impairment of intangibles 417,880 -
Increase (decrease) in:
Accounts payable 822,288 (92,794)
Accrued expenses 47,785 37,859
Commissions payable 1,009,211 (1,704)
(Increase) decrease in:
Prepaid expenses and other current assets 39,146 (93,908)
Accounts receivable (782,498) 20,191
Loans receivable - 729,232
---------------------- -----------------------
Net cash provided (used) by operating activities (902,217) 739,449
Cash flows from investing activities:
Cash received in acquisition 27,398 -
Proceeds from disposal of assets - 16,305
Purchases of property and equipment (157,391) (236,082)
Cash paid for acquisition and intangible assets (4,109,381) -
Purchase of deferred financing - (127,576)
--------------------- -----------------------
Net cash used by investing activities (4,239,374) (347,353)
Cash flows from financing activities:
Increase in restricted cash (2,361,823) (1,675,953)
Net change in line of credit 5,501,523 2,048,485
Capital lease obligation 95,722 74,219
Payments on capital lease obligations (18,356) (9,903)
Increase in loans payable 2,000,000 -
Advances from officer 192,280 100,000
Proceeds from notes payable 183,443 -
Payments on notes payable - (1,446,176)
Decrease in loans receivable (43,000) -
Increase in dividends payable 23,710 -
Paid in Capital - 142,000
Exercise of stock options 25,000 -
Dividends (270,010) (94,900)
--------------------- -----------------------
Net cash provided by (used) by financing activities 5,328,489 (862,228)
Net Increase (Decrease) In Cash 186,898 (470,132)
Cash, beginning of period 245,999 716,131
--------------------- -----------------------
Cash, end of period $ 432,897 $ 245,999
===================== =======================
Supplemental disclosures:
Cash paid during the period for interest $ 1,706,471 $ 182,947
===================== ========================
The accompanying notes are an integral part of these financial statements.
F-6
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ORGANIZATION
Money Centers of America Inc. (the "Company"), a Delaware corporation, was
incorporated in October 1997. The Company is a single source provider of cash
access services to the gaming industry. The Company has combined advanced
technology with personalized customer services to deliver ATM, Credit Card
Advance, POS Debit and Check Cashing Services, CreditPlus outsourced marker
services, and merchant card processing.
On January 2, 2004, pursuant to an Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement") by and among the Company, Christopher M.
Wolfington, iGames Entertainment, Inc., a Nevada corporation ("iGames"), Michele
Friedman, Jeremy Stein and Money Centers Acquisition, Inc., a wholly-owned
subsidiary of iGames, Money Centers Acquisition, Inc. was merged with and into
the Company and the Company, as the surviving corporation, became a wholly-owned
subsidiary of iGames (the "Merger"). For accounting purposes, the transaction
was treated as a recapitalization and accounted for as a reverse acquisition
because the former shareholders of the Company became the majority shareholders
of iGames, the former senior management of the Company became the senior
management of iGames and the Company had significantly greater revenues and
assets than iGames. Therefore, the financial statements reported herein and
accompanying notes thereto reflect the assets, liabilities and operations of the
Company as if it had been the reporting entity since inception. In connection
with the Merger, all of the issued and outstanding shares of capital stock of
the Company were tendered to iGames and iGames issued to the Company
stockholders an aggregate of 1,351,640 shares of iGames Series A Convertible
Preferred Stock, $.001 par value per share, and warrants to purchase an
aggregate of 2,500,000 shares of iGames common stock, par value $.004 per share,
at an exercise price of $.01 per share. Each share of Series A Convertible
Preferred Stock was entitled to ten votes in all matters submitted to a vote of
iGames shareholders and was convertible at the option of the holders into ten
shares of common stock at any time after the date on which iGames amended its
articles of incorporation to increase the number of authorized shares of its
common stock to at least 125,000,000.
On January 6, 2004, pursuant to the terms of a Stock Purchase Agreement between
iGames, Helene Regen and Samuel Freshman dated January 6, 2004 (the "Stock
Purchase Agreement"), iGames acquired all of the issued and outstanding shares
of capital stock of Available Money, Inc., a provider of ATM cash access
services based in Los Angeles, California. The initial purchase price of this
transaction was $6,000,000, $2,000,000 of which was paid in cash at closing,
$1,850,000 of which was paid in cash on April 12, 2004 (with $150,000 withheld
as described below), and $2,000,000 of which was paid by issuance of 1,470,589
shares of iGames common stock on April 12, 2004, see note 18.
The Stock Purchase Agreement provides for adjustment of the purchase price in
the event that certain of Available Money's customer contracts do not renew or
that the former stockholders of Available Money do not provide iGames with
assistance in obtaining renewals of such contracts. During 2004, several
Available Money customers did not renew their agreements with Available Money.
As a result, under the terms of the Stock Purchase Agreement, iGames (i)
withheld $150,000 of the purchase price payable in cash in April 2004, and (ii)
cancelled all of the 1,470,589 shares of common stock initially issued in the
transaction.
On October 15, 2004, pursuant to an Agreement and Plan of Merger dated as of
August 10, 2004 (the "Merger Agreement") by and between iGames and the Company,
approved by the shareholders of iGames by majority written consent on August 10,
2004, iGames was merged with and into the Company (the "Merger"). Pursuant to
the Merger Agreement, the holder of each share of iGames' common stock received
one share of the Company's common stock, and each holder of shares of iGames'
Series A Convertible Preferred Stock received 11.5 shares of the Company's
common stock. Options and warrants to purchase iGames' common stock, other than
warrants issued as part of the merger consideration in iGames' acquisition of
the Company (the "Merger Warrants"), were deemed options and warrants to
purchase the same number of shares of the Company's common stock with no change
in exercise price. Merger Warrants were cancelled in exchange for 1.15 shares of
the Company's common stock for each share of common stock purchasable
thereunder.
As a result of the merger, the fiscal year of the parent entity was changed from
March 31 to December 31.
F-7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all
highly liquid investments with an original maturity date of three months or
less to be cash equivalents.
b. BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America
("US GAAP"). The consolidated financial statements include the accounts of
the Company and its subsidiaries. All material intercompany balances and
transactions have been eliminated. The Company and its subsidiaries have
fiscal years ending on December 31.
c. RECEIVABLES AND REVENUE RECOGNITION
i. ATM AND CREDIT CARD RECEIVABLES
Fees earned from ATM and credit card advances are recorded on the date
of transaction.
Accounts receivable arise primarily from ATM, credit card advances and
check cashing services provided at casino locations. Concentration of
credit risk related to ATM and credit card advances are limited to the
processors who remit the cash advanced back to the Company along with
the Company's allocable share of fees earned. The Company believes
these processors are financially stable and no significant credit risk
exists with respect to accounts receivable arising from credit card
advances. No allowance was considered necessary at December 31, 2004
and 2003.
ii. CHECK CASHING
Revenue is recorded from fees on check cashing services on the date the
check is cashed. If a customer's check is returned by the bank on which
it is drawn, the full amount of the check is charged as bad debt loss.
The check is subsequently resubmitted to the bank for payment. If the
bank honors it, the amount of the check is recognized as a negative bad
debt. Based on the quick turnaround of the check being returned by the
bank on which it is drawn and the resubmission to the bank for payment,
the Company feels this method approximates the allowance method, which
is a Generally Accepted Accounting Principle. Based upon past history
no allowance was considered necessary at December 31, 2004.
d. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, accounts, loans, receivables,
notes, accounts payable and accrued expenses approximate their carrying
amounts because of the short maturities of these instruments.
e. PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, and depreciation is calculated
by use of straight-line methods over the estimated useful lives of the
assets.
f. ACQUISITION, GOODWILL AND IMPAIRMENT OF LONG-LIVED ASSETS
On January 6, 2004, iGames acquired the capital stock of Available Money, Inc.
("Available Money") a provider of ATM cash access services. This expanded our
casino ATM business but it also propelled MCA into non-casino related ATM
businesses, such as strip malls. The acquisition was accounted for under the
purchase method of accounting and the results of operations of Available Money
are included in the operations of the
F-8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Company from January 6, 2004. The purchase price was $6,000,000. The
initial goodwill recorded on this purchase was approximately $3,800,000.
The remaining $2,100,000 was assigned to contract rights based on the
discounted projected cash flow from the contracts through their expiration
dates, using a 15% discount rate. The carrying value of goodwill as well as
other long-lived assets is reviewed if the facts and circumstances suggest
that they may be impaired. If this review indicates that the assets will
not be recoverable, as determined.
Based on the discounted estimated cash flows of the Company over the
remaining amortization period, the Company's carrying values of the assets
would be reduced to their estimated fair values. Goodwill is assumed to
have an indefinite life pursuant to statement of Financial Accounting
Standards No. SFAS 142, "Goodwill and Other Intangible Assets" and
accordingly is not amortized but subject to periodic impairment tests.
Acquired contract rights are considered to have a finite life, pursuant to
SFAS 142, to be amortized over the period the asset is expected to
contribute to future cash flows. MCA expects the period to be 1 to 4 years.
The contract rights will also be subject to periodic impairment tests. In
accordance with SFAS No. 142, the Company is required to evaluate the
carrying value of its intangible assets (goodwill) subsequent to their
acquisition. Since some of the Available Money contracts were not renewed
and the Company has canceled 1,470,589 shares of stock issued to the former
Available Money shareholders, representing a $2,000,002 reduction in the
purchase price, the Company has accordingly lowered the goodwill recorded
on the purchase by $2,000,002, to approximately $1,831,000. Management
evaluates this balance on an ongoing basis and has determined that there
has been no subsequent impairment and that the balance of approximately
$1,831,000 at December 31, 2004 is a fair estimate.
g. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based
Payment". This Statement requires that the cost resulting from all
share-based transactions be recorded in the financial statements. The
Statement establishes fair value as the measurement objective in accounting
for share-based payment arrangements and requires all entities to apply a
fair-value-based measurement in accounting for share-based payment
transactions with employees. The Statement also establishes fair value as
the measurement objective for transactions in which an entity acquires
goods or services from non-employees in share-based payment transactions.
The Statement replaces SFAS 123 "Accounting for Stock-Based Compensation"
and supersedes APB Opinion No. 25 "Accounting for Stock Issued to
Employees." The provisions of this Statement will be effective for the
Company beginning with its fiscal year ending 2005. The Company is
currently evaluating the impact this new Standard will have on its
financial position, results of operations or cash flows.
h. INTERNAL USE SOFTWARE AND WEBSITE DEVELOPMENT COSTS
The Company has adopted the provisions of AICPA Statement of Position
("SOP") 98-1, Accounting for the Costs of Software Developed or Obtained
for Internal Use, and Emerging Issues Task Force ("EITF") Consensus #00-2.
Accounting for Web Site Development Costs. The type of costs incurred by
the Company in developing its internal use software and Web site include,
but are not limited to payroll-related costs (e.g. fringe benefits) for
employees who devote time to the internal use computer software or Web site
project, consulting fees, the price of computer software purchased from
third parties and travel expenses incurred by employees or consultants in
their duties directly associated with developing the software. These costs
are either expensed or capitalized depending on the type of cost and the
stage of development of the software and Web site. SOP 98-1 and EITF #00-2
define three stages of development.
The preliminary or planning stage includes all activities related to
conceptualizing, evaluating and selecting the alternatives for
implementing the project including, but not limited to, developing a
project plan, determining desired functionalities and content,
identifying required hardware and software tools and selecting external
vendors and consultants. All internal and external costs during the
preliminary project stage are expensed as incurred.
F-9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The application and infrastructure development stage begins immediately
upon conclusion of the preliminary or planning stage and includes, but
is not limited to, all activities related to designing the software
configuration and software interfaces, acquiring or customizing the
software necessary to build the application, coding, hardware
installation and testing, including parallel processing. Generally, any
internal and external costs incurred during the application and
infrastructure development stage are capitalized and amortized on a
straight-line basis over the estimated economic life of the software of
three to seven years. General and administrative costs and overhead
costs are not capitalized. Amortization for each module or component of
software begins after all substantial testing is completed and it is
deemed to be ready for its intended use. The only exception to
beginning amortization at that time would be if the functionality of
that module or component is entirely dependent on the completion of
other modules or component in which case the amortization would begin
when both the module and the other modules upon which it is
functionally dependent are ready for their intended use.
The post-implementation/operation stage includes, but is not limited
to, activities related to training, user administration, application
maintenance, system backups, routine security reviews, the costs of
which are expensed as incurred. Also, upgrades and enhancements that
result in additional functionality may occur during this stage, the
costs of which are amortized on a straight-line basis over the
estimated economic life of the upgrade or enhancement of three to five
years.
At December 31, 2004, the net book value of capitalized software was $367,451.
Amortization expense for the year ended December 31, 2004 was $7,209.
The Company makes ongoing evaluations of the recoverability of its capitalized
internal use software and Web site by comparing the amount capitalized for each
module or component of software to their estimated net realizable values. If
such evaluations indicate that the unamortized costs exceed the net realizable
values, the Company writes off the amount by which the unamortized costs exceed
the net realizable values.
i. INCOME TAXES
The Company accounts for income taxes under the liability method in
accordance with Statement of Financial Accounting Standards No. 109,
"ACCOUNTING FOR INCOME TAXES" under this method, deferred income tax assets
and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using
the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.
j. USE OF ESTIMATES
Preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America required
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 balance sheets and the reported amounts of
revenues and expenses during the reporting periods. Actual results could
differ from those estimates.
k. DEFERRED FINANCING COSTS
Deferred financing costs are amortized over the term of the related debt.
l. ADVERTISING
The Company's policy is to expense advertising costs as the costs are
incurred. Advertising expenses was for the years ended December 31, 2004
and 2003 were $28,383 and $7,779 respectively.
F-10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m. STOCK BASED COMPENSATION
The Company accounts for stock options issued to employees in accordance
with the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of
the current market price of the underlying stock over the exercise price.
Such compensation amounts, if any, are amortized over the respective
vesting periods of the option grant. The Company adopted the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" and
SFAS 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure", which permits entities to provide pro forma net income (loss)
and pro forma earnings (loss) per share disclosures for employee stock
option grants as if the fair-valued based method defined in SFAS No. 123
had been applied. The Company accounts for stock options and stock issued
to non-employees for goods or services in accordance with the fair value
method of SFAS 123.
n. EARNINGS PER SHARE
The Company has adopted SFAS No. 128, "Earnings per Share". Basic earnings
(loss) per share is computed by dividing net income (loss) available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the per
share amount that would have resulted if dilutive common stock had been
converted to common stock, as prescribed by SFAS No. 128. The company had
5,240,688 option and warrants at December 31, 2004 not included in diluted
earnings per share because the options and warrants would be anti-dilutive
because the company had a net loss. Included in the weighted average common
shares diluted at December 31, 2003 were 1,300,000 stock options.
o. COST OF SERVICES
The cost of services primarily includes commissions paid, non management
wages, employee benefits, bad debts, rents to paid to contract lessors,
transaction processing costs, cash replenishment fees, operating lease fees
for ATM's and repairs and maintenance of ATM's.
3. RESTRICTED CASH
Restricted cash is the balance of cash that is in Money Center's bank
accounts and network that is collateral for our asset based lender. The
Company does not have access to this cash unless there is sufficient
collateral. In order to pay operating expenses, the company requests that
the asset based lender transfer funds into the Company unrestricted cash
accounts. The restricted cash balance at December 31, 2004 was $4,187,776.
4. PROPERTY AND EQUIPMENT
The major classes of property and equipment at December 31, 2004 are as follows:
Estimated Life 2004
---------------- ------------
Equipment 5 years $ 854,404
Furniture 5-7 years 72,098
------------
926,502
Less accumulated depreciation (473,992)
------------
$ 452,510
============
F-11
4. PROPERTY AND EQUIPMENT (CONTINUED)
Depreciation expense for property and equipment for the years ended December 31,
2004 and 2003 was $168,873 and $125,027 respectively.
The amounts above include equipment under capital leases with a gross carrying
value of $243,799 and accumulated depreciation of $51,421 at December 31, 2004.
5. INTANGIBLE ASSETS AND GOODWILL
Intangible assets at December 31, 2004 are as follows:
Estimated Life 2004
------------------ ----------------------
Software 15 Years $ 9,928
Software development costs 5-7 years 382,625
Website development costs 3 years 24,000
Contract rights 1 - 3 years 2,100,306
Goodwill Indefinite 1,831,104
Other 3 years 5,108
----------------------
4,353,071
Less accumulated amortization (1,427,579)
----------------------
$ 2,925,492
======================
During the year ended December 31, 2004, the Company recognized an impairment
loss on intangible assets of $417,880. The Company made a decision not to pursue
marketing its "slot anti-cheating device" and its casino table game. This
resulted in the write-off of the corresponding licenses, trademarks and patents.
Amortization expense, for intangible assets, for the years ended December 31,
2004 and 2003 was $1,446,931 and $34,175 respectively. Estimated amortization
expense over the next five years is as follows:
Year Amount
---- ---------
2005 $440,941
2006 $374,008
2007 $ 62,926
2008 $ 32,685
2009 $ 23,785
F-12
6. LOANS AND NOTES PAYABLE
Notes payable at December 31, 2004 consisted of the following:
2004
--------------
The Company borrowed $2,000,000 from Chex Services, Inc. on
January 6, 2004 to pay the first $2,000,000 to the former
owners of Available Money. The loan bore interest at a rate
of 15% per annum from January 6, 2004 until February 1, 2004 $ 2,000,000
(25 days), and at a rate of 10% per annum thereafter. The
Company has not recorded interest because of significant
offsetting claims related to the cancellation of the
Company's acquisition of Chex Services. This note is
currently in litigation, see note 18.
This represents $150,000 of the Available Money purchase
price that the Company withheld pending the resolution of
certain claims. As stated in Note 1, this amount is being
withheld from Helene Reagan and Samuel Freshman in
accordance with the stock purchase agreement provisions
regarding purchase price adjustments. The Company does not 150,000
anticipate it will have to pay this amount. Management has
elected to keep this liability recorded as a liability until
an official settlement or judgment is rendered. This Note is
currently in litigation, see note 18.
On September 10, 2004, the Company borrowed $210,000 from a
family member of our chief executive officer to pay an
advance on commissions to the Angel of the Winds casino.
This note is shown net of a discount of $8,846 for the value
of various warrants issued in conjunction with the loan
along with the corresponding amortization of the note
discount of $1,561. The discount of $8,846 is amortized over
17 months beginning October 1, 2004. The note bears interest
at 10% per annum and is payable monthly, beginning October 194,658
1, 2004. The principal amount of this note is repayable in
monthly payments payable on the 1st day of each month
commencing with the second month following the month in
which the Company commences operations at Angel of the Winds
Casino and continuing on the 1st day of each month
thereafter through April 30, 2005. Per the contract between
the Company and Angel of the Winds Casino, this note's
interest is deductible from the commission that the Company
pays the Casino on a monthly basis.
--------------
$ 2,344,658
==============
F-13
7. CAPITAL LEASES
Capital lease obligations at December 31, 2004 consisted of the following:
2004
------------
Obligation under capital lease, imputed interest rate at 46,320
12.78%; due in May 2007; collateralized by equipment
Obligation under capital lease, imputed interest rate at 47,681
8.21%; due December 2009; collateralized by equipment
Obligation under capital lease, imputed interest rate at 47,681
8.21%; due December 2009; collateralized by equipment
Less current maturities (29,460)
------------
112,222
============
Future minimum lease payments for equipment acquired under capital leases at
December 31, 2004 are as follows:
2005 67,575
2006 40,346
2007 22,497
2008 16,547
2009 16,547
----------
Total minimum lease payments 163,512
Less amount representing interest 21,830
----------
Present value of net minimum lease 141,682
Less current portion 29,460
----------
112,222
==========
F-14
8. LINES OF CREDIT
Lines of credit at December 31, 2004 consisted of the following:
Line of credit, maximum availability of $3,000,000. Subject
to various restrictive covenants, interest is payable $ 4,187,776
monthly at 16% per annum. Borrowings are collateralized by
restricted cash and guaranteed by the majority shareholder
of the Company. The line of credit is also collateralized by
all the assets of the Company. The lender has allowed the
Company to draw in excess of the credit limit to fund an
increased level of transactions.
Line of credit, interest is payable monthly at 9% per annum, 315,500
the line is unsecured and due on demand.
Line of credit, non-interest bearing, the line is unsecured 1,137,840
and due on demand.
On December 1, 2003, the Company entered into a $250,000
line of credit, due on demand with an asset based lender.
This debt bears interest at the prime rate of interest plus
10%, floating with daily resets, for the actual number of
days that the loan remains outstanding, provided that the
minimum rate on this loan is 14.5% per annum. The Company is
obligated to pay the lender a collateral management fee
equal to one percent of the principal balance of the loan
for each month that the loan is outstanding. In order to
secure the performance of the Company's obligation under
this loan, the Company granted the lender a continuing lien
on and security interest in and to 250,000 newly issued
shares of the Company's common stock. In addition, upon an
event of default under the loan, the Company is obligated to 285,596
register the resale of these pledged shares of common stock.
Upon payment in full of all amounts due under the loan, the
lender is obligated to deliver all stock certificates
evidencing the ownership of these shares to the Company for
cancellation.
On April 12, 2004, the Company borrowed $2,050,000 from an
asset-based lender to make the second Available Money
payment. The note bears interest at 17% per annum and is
payable over a 24 month period. The note is guaranteed by
the majority shareholder of the Company and also
collateralized by all the assets of the Company. Unpaid
interest has been added to the balance, increasing the
balance of the note to $2,236,904 at December 31, 2004.
-----------
$ 8,163,616
===========
F-15
9. STOCKHOLDERS' DEFICIT
In August 2004, with the approval of the Board of Directors, the Company
increased its authorized number of common stock issuable from 50,000,000 to
150,000,000 shares $.004 par value per share. Additionally, the Company is now
authorized to issue 20,000,000 shares of preferred stock $.001 par value per
share.
In December 2003 the Company affected a 1- for- 4 reverse stock split. As a
result, the Common stock par value was increased to $ .004 per share. All
amounts shown have been restated to account for this split.
In February 2003, the Company issued 61,250 shares of our common stock to
employees and consultants for services rendered. Accordingly, the Company has
recorded $130,500, net of deferred compensation of $62,500, in compensation to
reflect the issuance of these shares.
In February 2003, the Company issued 75,000 shares of our common stock for the
patent right to our Table Slots product. The shares were valued at the
approximate fair market value on the date of the agreement, of $330,000.
In March 2003, the Company sold 1,030,000 units consisting of one quarter of a
share of our common stock and a warrant to purchase one quarter of a share of
common stock (exercisable at $1.50) for $0.50 per unit to eight accredited
investors. We received proceeds from this stock sale of $448,050, which is net
of offering costs paid of $66,950. Additionally, the Company issued 1,250 shares
of its common stock as part of the offering costs of this capital raise. None of
the foregoing warrants have been exercised as of the date hereof.
In June 2003, the Company sold 500,000 units to a single investor consisting of
one quarter of a share of our common stock and a warrant to purchase one quarter
of a share of common stock (exercisable at $1.00) for $0.50 per unit. The
Company received proceeds from this stock sale of $235,000, which is net of
offering costs paid of $15,000. None of the foregoing warrants have been
exercised as of the date hereof.
During the year ended 2003, the Company issued 80,000 shares of our restricted
common stock to consultants for services rendered. The Company valued these
shares at $1.81 - $2.84 per share the fair market value at the date of the grant
and recorded non-cash compensation expense of $174,800.
In July 2003, the Company issued 62,500 shares of restricted common stock to our
chief executive officer pursuant to the terms of his employment agreement. The
Company valued these shares at $2.28 per share, the fair market value of our
common stock on the date of grant.
In October 2003, the Company sold 25,000 units consisting of one share of our
common stock and two warrants to purchase a share of our common stock at an
exercise price of $0.60 per share. The purchase price of these units was $.25
per unit and the Company received gross proceeds from this stock sale of
$25,000. The units, shares of common stock and warrants were sold pursuant to
Section 4(2) of the Securities Act.
In October 2003, the Company issued 81,750 shares of our common stock to three
consultants for services rendered. The Company valued the shares at a fair value
on the date of issuance and recorded consulting expense of $147,690 or between
$1.80, and $1.88 per share. These shares were issued pursuant to Section 4(2) of
the Securities Act.
In October 2003, pursuant to the terms of an asset purchase agreement, the
Company purchased the Random X 21 product by issuing 75,000 restricted shares of
common stock at the fair market value of $135,000 to the seller as payment of
50% of the purchase price. This agreement was rescinded after the merger and the
change in our business direction.
Also, in October 2003, the Company issued 4,542 shares of our common stock to
employees. The Company valued the shares at the fair value on the date of
issuance and recorded salary expense of $8,175 or $1.80 per share, respectively.
These shares were issued pursuant to Section 4(2) of the Securities Act.
F-16
9. STOCKHOLDERS' DEFICIT (CONTINUED)
In November 2003, in order to secure the performance of the Company's
obligations under a new line of credit, the Company granted the lender a
continuing lien on and security interest in 250,000 newly issued shares of its
common stock. These shares were issued pursuant to Section 4(2) of the
Securities Act.
Also, in November 2003, the Company granted options to purchase 62,500 shares of
its common stock at an exercise price of $2.00 per share to its former chief
executive officer pursuant to the terms of his employment agreement. These
shares were issued pursuant to Section 4(2) of the Securities Act.
In December 2003, the Company issued 25,000 shares of our common stock to a
consultant for services rendered. The Company valued the shares at the fair
value on the date of issuance and recorded consulting expense of $37,000 or
$1.48 per share. These shares were issued pursuant to Section 4(2) of the
Securities Act.
Additionally, in December 2003, the Company issued 5,000 shares of our common
stock to a consultant for services rendered. The Company valued the shares at
the fair value on the date of issuance and recorded consulting expense of $6,600
or $1.32 per share. These shares were issued pursuant to Section 4(2) of the
Securities Act.
On January 2, 2004, iGames issued 1,351,640 shares of its Series A Preferred
Stock and warrants to purchase 2,500,000 shares of its common stock to the
stockholders of Money Centers of America, Inc. pursuant to an Agreement and Plan
of Merger dated November 26, 2003, in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof and Rule 506
thereunder. These shares of Series A Convertible Preferred Stock were converted
in October 2004 and each holder received 11.5 shares of the company's common
stock.
In accordance with the reverse merger accounting and the recapitalization of the
Company, iGames' accumulated deficit as of the date of the reverse merger on
January 2, 2004 has been restated as paid-in capital.
Additionally, in January 2004, the Company issued 25,000 shares of our common
stock to a consultant for services rendered. The Company valued these shares at
the fair value on the date of issuance and recorded consulting expense of
$30,000 or $1.20 per share. All of these shares were issued pursuant to Section
4(2) of the Securities Act.
During the year ended December 31, 2004, the Company issued capital
distributions relating to its previous status as an S Corporation of $270,010.
$2,000,000 of the Available Money purchase price was paid by tender of an
aggregate of 1,470,589 shares of common stock to the previous shareholders of
Available Money. All of these shares of common stock were cancelled prior to
December 31, 2004 pursuant to the terms of the Available Money Stock Purchase
Agreement.
On September 10, 2004, the Company borrowed $210,000 from an affiliate of our
chief executive officer to pay an advance on commissions to a new casino
customer. In connection with this note, the Company issued the lender warrants
to purchase 50,000 shares of our common stock at an exercise price of $.33 per
share. In the event that the principal amount of this loan plus all accrued
interest thereon is paid in full on or before March 1, 2006, then the Company
shall have the right to cancel warrants to purchase 25,000 shares. The Company
has valued these warrants at $8,846 or $0.37 per option options utilizing the
Black-Scholes options pricing model using the following assumptions: risk free
interest rate of 3.0%, volatility of 151.07%, an estimated life of five years,
and dividend yield of 0%.
In December 2004, the Company granted options to purchase 150,000 shares of its
common stock at an exercise price of $.01 per share to the owners of a software
development company as partial consideration for software development services.
The Company valued these options at $81,000 or $.54 per share. These shares were
issued pursuant to Section 4(2) of the Securities Act.
F-17
9. STOCKHOLDERS' DEFICIT (CONTINUED)
In October of 2004 the holder of the Series A Convertible Preferred Stock
received 11.5 shares of the Company's common stock, which conversion rate was
amended by the Board of Directors. The increase of 1.5 common shares per share
of preferred totaling 2,027,460 of the Company's common stock was valued at
$1,033,601 treated as a dividend and recorded as an increase in accumulated
deficit.
In October 2004 the Company issued 4,370,000 shares as part of the iGames merger
to holders of preferred stock and warrants of iGames in excess of the respective
conversion rates as consideration for certain rights given up by the holders.
The shares were valued at the fair value on the date of issuance of $2,288,500.
Pursuant to the terms of a common stock offering with registration rights, the
company has accrued penalties in the amount of 70,000 shares. The Company has
valued these shares at $45,323.
10. STOCK OPTIONS AND WARRANTS
In May 2003, the Company issued options to purchase 62,500 shares of our common
stock at an exercise price of $2.04 per share to our former chief executive
officer pursuant to the terms of his employment agreement. These options were
issued under our stock option plan in a transaction exempt for the registration
requirements of the Securities Act pursuant to Section 4(2) thereof.
In January 2004, the Company issued options to purchase 2,395,000 shares of our
common stock to Christopher M. Wolfington and options to purchase an aggregate
of 590,000 shares of our common stock to 21 of our employees and consultants
under our stock option plan. The Company valued these options at $5,223,418
using the intrinsic value method at the date of issuance. The securities were
issued in transactions exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof.
In May 2004, the Company issued 62,500 options to purchase common stock to one
of its employees at an exercise price of $.70 per share, pursuant to the terms
of this executive's employment contract.
In October 2004, the Company granted options to purchase 100,000 shares of its
common stock at an exercise price of $.35 per share to its former president in
connection with the termination of his employment agreement. These securities
were issued pursuant to Section 4(2) of the Securities Act. The former president
is currently a director.
10. STOCK OPTIONS AND WARRANTS
Employee stock option activity for the year ended December 31, 2004 and December
31, 2003 is summarized as follows:
Number of Weighted Average
Shares Exercise Price
------------ --------------------
Outstanding at December 31, 2002 6,250 $ .40
Granted 193,750 2.11
Exercised (6,250) (.40)
Cancelled - -
Outstanding at December 31, 2003 193,750 2.11
Granted 2,967,500 .02
Exercised - -
Cancelled - -
------------ --------------------
Outstanding at December 31, 2004 3,161,250 $ .15
------------ --------------------
F-18
10. STOCK OPTIONS AND WARRANTS (CONTINUED)
The following table summarizes the Company's employee stock options outstanding
at December 31, 2004:
Options and
Warrants Outstanding
------------------------------------------------------------------------------
Range of Exercise Weighted Average Weighted Average
Price Number Remaining Life Exercise Price
----------------------- ------------------------- --------------------- ----------------------
.01 2,905,000 9.00-9.10 .01
.40 6,250 .67 .40
.70 62,500 9.34 .70
2.00-2.28 187,500 8.42-8.84 2.11
-------------------------
3,161,250
=========================
All outstanding options are exercisable at December 31, 2004. Compensation
expense, net income or earnings per share would not have changed had the Company
applied SFAS No. 123 instead of APB No. 25.
Warrant activity for the year ended December 31, 2004 and December 31, 2003 is
summarized as follows:
Number of Weighted Average
Shares Exercise Price
--------------- --------------------
Outstanding at December 31, 2002 4,819,438 $ .85
Granted 576,250 4.19
Exercised (6,250) (.40)
Cancelled - -
Outstanding at December 31, 2003 5,389,438 1.21
Granted 490,000 .10
Exercised - -
Cancelled (3,800,000) .01
--------------- --------------------
Outstanding at December 31, 2004 2,079,438 $ 3.13
--------------- --------------------
The following table summarizes the Company's warrants outstanding at December
31, 2004:
Options and
Warrants Outstanding
------------------------------------------------------------------------------
Range of Exercise Weighted Average Weighted Average
Price Number Remaining Life Exercise Price
----------------------- ------------------------- --------------------- ----------------------
.01 365,000 9.00-10.00 .01
.33-.35 125,000 4.70-9.80 .35
1.00 75,000 3.50 1.00
2.40 112,500 3.82-8.25 2.40
4.00-6.00 1,401,938 1.00-3.50 4.37
-------------------------
2,079,438
=========================
All outstanding warrants are exercisable at December 31, 2004. Compensation
expense, net income or earnings per share would not have changed had the Company
applied SFAS No. 123 instead of APB No. 25.
F-19
11. INCOME TAXES
Money Centers of America, Inc. at December 31, 2003 was a stand-alone entity
that elected to be taxed under the provisions of Subchapter S of the Internal
Revenue Code and under similar provisions of state tax law. Consequently, the
operating results of Money Centers of America, Inc. for federal and state income
tax purposes were reflected on Christopher Wolfington's, the 100% owner of the
Company, individual income tax returns. Subsequently, when Money Centers of
America, Inc. entered into a reverse triangular merger under Code Section 368(A)
with I-Games Entertainment on January 2, 2004 the Company lost it's "S" status
and is taxed as a "C" corporation. For comparison purposes, we are treating
Money Centers of America, Inc. as if the Company was a "C" corporation for the
2003 and 2004 tax years.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets (liabilities) are as follows:
December 31,
--------------------------------------
Deferred tax assets: 2004 2003
---------------- ----------------
Net operating loss carryforwards $ 1,807,000 $ -
---------------- ----------------
Accrued expenses 182,000 -
---------------- ----------------
Depreciation and amortization 57,000 (24,000)
Less valuation allowance (2,046,000) 24,000
---------------- ----------------
Net deferred tax assets $ - $ -
================ ================
The net change in the valuation allowance during the year ended December 31,
2004 was an increase of $2,070,000.
The reconciliation of the income tax computed at the U.S. federal statutory rate
to income tax expense for the periods ended December 31, 2004 and 2003:
December 31,
------------------------------------------
2004 2003
---------------- --------------------
Tax benefit at federal statutory
rate (34%) $ 4,005,000 $ (163,000)
---------------- --------------------
Non-deductible stock compensation (2,609,000) -
---------------- --------------------
Non-deductible expenses (390,000) (5,000)
---------------- --------------------
Debt forgiveness under Code Section
108 - 168,000
---------------- --------------------
Accrued expenses future benefit
(liability) 183,000 -
---------------- --------------------
Amortization & Depreciation future
benefit (liability) 57,000 (24,000)
Net operating losses related to
mergers 824,000 -
Change in valuation allowance (2,070,000) 24,000
---------------- --------------------
Net income tax benefit $ - $ -
================ ====================
F-20
11. INCOME TAXES (CONTINUED)
FASB No. 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on weight of the evidence, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. After
consideration of all the evidence, both positive and negative, management has
determined that a full valuation allowance at December 31, 2004 is necessary to
reduce the deferred tax assets to the amount that will more likely than not be
realized. At December 31, 2004, the Company has available net operating loss
carryforwards of approximately $5,314,000, which will start to expire in the
year 2021. $2,425,000 of the Net Operating Losses are subject to the limitations
under Section 382 of the Internal Revenue Code relating to changes in ownership
in the amount of $231,000 annually as calculated under code Section 382 of the
Internal Revenue Code.
12. SUMMARIZED FINANCIAL INFORMATION (UNAUDITED)
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
9 MONTHS ENDED
DECEMBER 31,
--------------------------------------------
2004 2003
--------------------------------------------
Revenues $ 14,102,641 $ 4,857,132
Cost of Services 12,064,240 3,830,454
-------------------- --------------------
Gross profit 2,038,401 1,026,678
Selling, general and administrative
expenses 1,893,128 693,558
Non-cash compensation 2,390,788 -
Depreciation and amortization 1,363,128 131,766
-------------------- --------------------
Operating income (loss) (3,608,643) 201,354
Other income (expenses):
Interest expense, net (1,599,491) (173,569)
Other income 170 497,733
(1,599,321) 324,164
-------------------- --------------------
Net income (loss) $ (5,207,964) $ 525,518
==================== ====================
Net income (loss) per common share basic $ (0.46) $ 0.15
==================== ====================
Net income (loss) per common share
diluted $ (0.46) $ 0.11
==================== ====================
Weighted Average Common Shares Outstanding
-Basic 11,411,585 3,519,458
==================== ====================
-Diluted 11,411,585 4,819,458
==================== ====================
F-21
13. COMMITMENTS
a. LEASE COMMITMENTS
The Company leases office space in Minnesota on a month-to-month basis for
$738 per month.
In conjunction with converting all of the Available Money ATM's, the
Company now pays rent to various mall properties where it has ATM machines.
These monthly rents average $42,000 per month.
The Company is party to a 39-month lease agreement pursuant to which it
rents office space in Pennsylvania at a monthly rent of $2,635.
The Company's total rent expense under operating leases was approximately
$38,900 and $13,000 for the years ended December 31, 2004 and 2003,
respectively.
Estimated rent expense under operating leases over the next five years is
as follows:
Year Amount
---- ------
2005 $40,476
2006 $40,476
2007 $40,476
2008 $40,476
2009 $40,476
b. CASINO CONTRACTS
The Company operates at a number of Native American owned gaming
establishments under contracts requiring the Company to pay a rental fee to
operate at the respective gaming locations.
Typically, the gaming establishment earns the fees over the life of the
contract based on one of the following scenarios:
i. A dollar amount, as defined by the contract, per transaction volume
processed by the Company.
ii. A percentage of the Company's profits at the respective location.
As of December 31, 2004 the Company has recorded $1,106,411 of accrued
commissions on casino contracts.
Pursuant to the contracts, the Native American owned casinos have not
waived their sovereign immunity.
c. EMPLOYMENT AGREEMENT
In January 2004, the Company entered into a five-year employment agreement
with Christopher M. Wolfington, our Chairman, President and Chief Executive
Officer. In addition to an annual salary of $350,000 per year (subject to
annual increases at the discretion of the Board of Directors) (the "Base
Salary"), Mr. Wolfington's employment agreement provides for a $200,000
signing bonus, a guaranteed bonus equal to 50% of his Base Salary in any
calendar year (the "Guaranteed Bonus") and a discretionary incentive bonus
of up to 50% of his Base Salary in any calendar year pursuant to a bonus
program to be adopted by the Board of Directors (the "Incentive Bonus").
Pursuant to his employment agreement, Mr. Wolfington is entitled to fringe
benefits including participation in retirement plans, life insurance,
hospitalization, major medical, paid vacation, a leased automobile and
expense reimbursement.
F-22
14. CONCENTRATION OF CREDIT RISK
The Company maintains cash in bank accounts that exceed federally insured
limits. At December 31, 2004, the Company had deposits in excess of federally
insured amounts aggregating approximately $4,800,000 at various financial
institutions. The Company believes it has its cash deposits at high quality
financial institutions. In addition, the Company maintains a significant amount
of cash at each of the casinos. Management believes that the Company has
controls in place to safeguard these on-hand amounts, and that no significant
credit risk exists with respect to cash.
For the year ended December 31, 2004, approximately 40% of total revenues were
derived from operations at 2 casinos. No other customers represented more than
ten percent of our total revenues for the year ended December 31, 2004.
15. DUE TO OFFICER
Amounts due to officer are evidenced by notes in the aggregate amount of
$332,800 that bear an interest rate of 10% per annum, payable monthly, and are
due on demand. This consists of $100,000 loaned to the Company by the officer in
fiscal year 2004. This amount also includes monies due the officer in the amount
of $6,771 from 2002, sales commissions due the officer in the amount of $21,029
from 2001, sales commissions due the officer in the amount of $5,000 from fiscal
year 2003, the officer's fiscal year 2004 bonus per his employment agreement in
the amount of $200,000, and dividends declared while an S corporation in the
amount of $23,710. Payments in the amount of $40,355 paid to the officer have
been netted to this note. The officer has been paid $29,633 in interest on this
note during the year ended December 31, 2004.
16. INTEREST EXPENSE
Included in interest expense are monies owed to a vendor for interest charges.
The interest is based on the amount of cash in our Available Money ATM machines
and network and is calculated on a daily basis. The balance of this cash funded
by the bank in our ATM machines at December 31, 2004 was approximately $17
million. The interest rate on the $17 million is 4.75% per annum.
17. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has an accumulated deficit
of $14,811,030 as of December 31, 2004 and had net losses and cash used in
operations of $11,841,753 and $902,217 respectively, for the year ended December
31, 2004. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.
Management is in the process of implementing its business plan. Additionally,
management is actively seeking additional sources of capital, but no assurance
can be made that capital will be available on reasonable terms. Management
believes the actions it is taking allow the Company to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
18. LITIGATION
On March 24, 2004, we filed a complaint in United States District Court for the
District of Delaware against Equitex, Inc. and its wholly-owned subsidiary, Chex
Services, Inc. d/b/a Fastfunds ("Chex"). In the complaint, we allege that
Equitex and Chex committed numerous breaches of the terms of the November 3,
2003 Stock Purchase Agreement pursuant to which we were to have acquired Chex
from Equitex, including (i) false representations and warranties related to
terminated Chex casino contracts and over $600,000 in bad debts, (ii) material
misrepresentations in SEC filings, (iii) entering into a material financing
transaction in violation of the covenant not to enter into transactions outside
the ordinary course of business, and (iv) failure to proceed in good faith
F-23
18. LITIGATION (CONTINUED)
toward closing, including notifying iGames that Equitex could not close on the
transaction as structured. These breaches entitled us to terminate the Stock
Purchase Agreement and receive a $1,000,000 termination fee and reimbursement of
our transaction costs (estimated at over $750,000) from Equitex and Chex. Our
complaint also states that Chex wrongfully and tortiously declared a default
under the $2,000,000 promissory note that we issued to Chex in connection with
our acquisition of Available Money, and that Equitex and Chex tortiously
interfered with our relationship with our senior lender. We seek to recover the
$1,000,000 termination fee and transaction costs together with significant
damages that resulted from the defendants' breaches and tortuous conduct.
On March 23, 2004, Equitex filed an action in Delaware state court concerning
the same Stock Purchase Agreement at issue in the Delaware federal action that
we filed, alleging that Equitex was entitled to terminate the Stock Purchase
Agreement and receive a $1,000,000 termination fee and reimbursement of
transaction costs. We removed this action to the Delaware federal district
court. We are vigorously defending this action and believe that Equitex's and
Chex's claims are unfounded. We have filed a counterclaim that restates the
claims made in the federal action that we filed.
On March 15, 2004, Chex filed a complaint in the District Court of the State of
Minnesota for the County of Hennepin against us alleging that we defaulted on
interest payments on a $2,000,000 promissory note evidencing our obligation to
repay a loan that Chex extended to us in connection with our acquisition of
Available Money (the "Minnesota Complaint"). The Minnesota Complaint seeks
payment of the principal balance of the loan and accrued interest thereon. Chex
initially alleged that we are liable to them for a penalty fee of $1,000,000 as
the result of the alleged termination by Equitex of the November 3, 2003 Stock
Purchase Agreement, but have since waived their claims to the penalty fee. We
subsequently removed the Minnesota Complaint to the United States District Court
for the District of Minnesota. On June 23, 2004, the United States District
Court for the District of Minnesota transferred this action to the United States
District Court for the District of Delaware. This case and the two Delaware
federal court actions described above have since been consolidated by the United
States District Court for the District of Delaware. On November 12, 2004, the
Delaware District Court judge denied Chex's motion for summary judgment for sums
allegedly due on the $2,000,000 promissory note on the basis that the facts
surrounding the alleged default on the note and the termination of the Stock
Purchase Agreement were substantially interrelated and that resolution of the
issues raised by Chex's motion would have to await trial. We are vigorously
defending this action and believe that Chex's claims lack merit. Discovery in
this matter is complete and we are in the process of filing dispositive motions.
On July 15, 2004, the former stockholders of Available Money, Inc. filed a
lawsuit in the United States District Court for the District of Delaware against
us and Christopher M. Wolfington, our Chief Executive Officer. The complaint
arises out of our purchase of the capital stock of Available Money, Inc.
pursuant to the Stock Purchase Agreement and alleges that we failed to make
required payments of the purchase price set forth in the Stock Purchase
Agreement. In addition, the former stockholders of Available Money also filed a
Motion for a Standstill Order/Temporary Restraining Order that the court denied
without a hearing. As we have paid or tendered to the former Available Money
stockholders all consideration now due to them under the Stock Purchase
Agreement, we believe that this lawsuit is frivolous. Accordingly, we believe
that the suit was filed for inappropriate purposes and will vigorously defend
against this action and seek sanctions for filing of a frivolous suit. We
anticipate filing counterclaims against Helene Regen and Samuel K. Freshman
seeking a substantial reduction in the purchase price and other damages and
remedies based on fraud and misrepresentations by them in connection with the
transaction. We recently filed a separate action against Howard Regen in the
United States District Court for the District of Delaware that also seeks a
substantial reduction in the purchase price and other damages and remedies based
on fraud and misrepresentations by him in connection with the transaction. In
the action against Howard Regen, we also filed a motion for a temporary
restraining order and for injunctive relief prohibiting him from soliciting
Available Money's customers or competing with Available Money. Howard Regen
immediately entered into a Consent Order, which gave us the immediate relief we
were seeking. The court granted our request for injunctive relief on March 11,
2005.
F-24
18. LITIGATION (CONTINUED)
On or about October 14, 2004, Lake Street Gaming, LLC ("Lake Street") filed a
Complaint against iGames Entertainment, Inc. and Money Centers of America, Inc.
("MCA") (collectively referred to hereinafter as "iGames") in the United States
District Court for the Eastern District of Pennsylvania, alleging that iGames
breached an Asset Purchase Agreement ("APA") that the parties executed on or
about February 14, 2003. The suit also raises claims for fraudulent
misrepresentation and intentional interference with contractual relations. By
virtue of the APA, Lake Street sold to iGames all of Lake Street's right, title
and interest in a casino game called "Table Slots." Lake Street alleges that it
is entitled to additional compensation for the game that exceeds what was agreed
to. This matter is still in the pleadings stage and iGames has moved to dismiss
the plaintiff's claims for fraudulent misrepresentation and intentional
interference with contractual relations, as well as to strike all claims for
punitive damages. We are vigorously defending this action and believe that Lake
Street's claims lack merit.
19. SUBSEQUENT EVENTS
The Company began full service operation at a new casino on February 1, 2005. As
of the date of this filing this new property has added approximately $260,000 in
revenue per month and $20,000 in net operating income per month.
In January 2005, the Company raised $502,000 from the sale of 984,314 shares of
common stock at $0.51 per share.
In January 2005 the Company signed an ATM processing and $40 million vault cash
agreement with Genpass, Inc. The new agreement provides the Company with a full
suite of ATM processing services, dedicated support for installations and
conversions, and up to $40 million in vault cash to meet the Company's ATM
needs.
F-25
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
UNAUDITED
ASSETS
Current assets:
Cash and cash equivalents $ 456,259
Restricted cash 4,014,124
Accounts receivable 824,165
Prepaid expenses and other current assets 485,990
-------------
Total current assets 5,780,538
Property and equipment, net 702,613
Intangible assets, net 1,232,362
Goodwill 203,124
Deferred financing costs 79,118
-------------
$ 7,997,755
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 1,107,139
Accrued expenses 152,421
Current portion of capital lease 135,710
Notes payable 685,964
Lines of credit 8,220,590
Due to officer 375,626
Commissions payable 1,208,561
-------------
Total current liabilities 11,886,011
Long-term liabilities:
Capital lease, net of current portion 212,207
-------------
Total long-term liabilities 212,207
Stockholders' Deficit:
Preferred stock; $.001 par value, 20,000,000 shares authorized
0 shares issued and outstanding -
Common stock; $.01 par value, 150,000,000 shares authorized
25,206,978 shares issued and outstanding 252,070
Additional paid-in capital 11,145,728
Accumulated deficit (15,498,261)
-------------
Total Stockholders' Deficit (4,100,463)
-------------
$ 7,997,755
=============
The accompanying notes are an integral part of these financial statements.
F-26
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ----------------------------------
2005 2004 2005 2004
---------------- --------------- ---------------- ----------------
Revenues $ 4,547,708 $ 4,767,853 $ 15,348,705 $ 11,538,072
Cost of revenues 3,485,400 4,040,955 12,334,290 9,696,598
---------------- --------------- ---------------- ----------------
Gross profit 1,062,308 726,898 3,014,415 1,841,474
Selling, general and administrative expenses 428,097 561,901 1,700,274 1,886,789
Noncash Compensation 15,666 6,425 92,066 5,298,053
Depreciation and amortization 163,539 454,282 502,264 1,031,390
---------------- --------------- ---------------- ----------------
Operating income (loss) 455,006 (295,710) 719,811 (6,374,759)
Other income (expenses):
Interest income 4,012 - 13,868 -
Interest expense (451,170) (488,029) (1,418,097) (1,117,037)
---------------- --------------- ---------------- ----------------
Total interest expense, net (447,158) (488,029) (1,404,229) (1,117,037)
---------------- --------------- ---------------- ----------------
Other income - - 1,650 170
Other expenses - - (4,462) (548,763)
Total other expense, net ---------------- --------------- ---------------- ----------------
- - (2,812) (548,593)
---------------- --------------- ---------------- ----------------
Net Income (loss) $ 7,848 $ (783,739) $ (687,231) $ (8,040,389)
================ =============== ================ ================
Net income (loss) per common share basic $ 0.00 $ (0.14) $ (0.03) $ (1.60)
================ =============== ================ ================
Net income (loss) per common share diluted $ 0.00 $ (0.14) $ (0.03) $ (1.60)
================ =============== ================ ================
Weighted Average Common Shares Outstanding
-Basic 25,206,978 5,524,530 25,172,534 5,034,197
================ =============== ================ ================
-Diluted 28,470,605 5,524,530 25,172,534 5,034,197
================ =============== ================ ================
The accompanying notes are an integral part of these financial statements.
F-27
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Nine months ended
September 30,
------------------------------------
2005 2004
---------------- ----------------
Cash flows from operating activities:
Net loss $ (687,231) $ (8,040,389)
Adjustments used to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 502,264 1,031,390
Inventory write-down - 130,833
Loss on impairment of intangibles - 417,880
Issuance of options to employees - 4,877,050
Issuance of common stock and warrants to consultants 64,791 481,800
Increase (decrease) in:
Accounts payable 42,727 763,703
Accrued expenses (22,546) 108,727
Commissions payable 116,229 926,356
(Increase) decrease in:
Prepaid expenses and other current assets (86,555) 210,407
Accounts receivable (15,999) (850,107)
Inventory - 1,515
---------------- ----------------
Net cash provided by (used in) operating activities (86,320) 59,166
Cash flows from investing activities:
Cash received in acquisition - 27,398
Purchases of property and equipment (411,350) (45,019)
Cash paid for acquisition of intangible assets (467,891) (1,946,430)
---------------- ----------------
Net cash used in investing activities (879,241) (1,964,051)
Cash flows from financing activities:
Decrease (increase) in restricted cash 173,652 (378,604)
Net change in line of credit 56,974 3,194,381
Capital lease obligation 246,560 -
Payments on capital lease obligations (40,153) (13,620)
Increase (decrease) in loans payable (500,000) 2,000,000
Advances to officer (115,529) (25,213)
Increase in notes payable 753,173 201,154
Payments on notes payable (110,004) (1,858,500)
Decrease (increase) in loans receivable 43,000 (58,000)
Increase in dividends payable - 25,000
Sale of common stock, net 479,450 -
Exercise of stock options 1,800 25,000
Dividends - (270,010)
---------------- ----------------
Net cash provided by financing activities 988,923 2,841,588
NET INCREASE IN CASH 23,362 936,703
CASH, beginning of period 432,897 273,397
CASH, end of period 456,259 1,210,100
---------------- ----------------
Supplemental disclosures: $ 889,156 $ 1,483,497
================ ================
Cash paid during the period for interest $ 1,418,097 $ 1,117,037
================ ================
The accompanying notes are an integral part of these financial statements.
F-28
1. ORGANIZATION
Money Centers of America Inc. (the "Company"), a Delaware corporation, was
incorporated in October 1997. The Company is a single source provider of cash
access services to the gaming industry. The Company has combined advanced
technology with personalized customer services to deliver ATM, Credit Card
Advance, POS Debit, Check Cashing Services, CreditPlus outsourced marker
services, and merchant card processing.
On January 2, 2004, pursuant to an Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement") by and among the Company, Christopher M.
Wolfington, iGames Entertainment, Inc., a Nevada corporation ("iGames"), Michele
Friedman, Jeremy Stein and Money Centers Acquisition, Inc., a wholly-owned
subsidiary of iGames, Money Centers Acquisition, Inc. was merged with and into
the Company and the Company, as the surviving corporation, became a wholly-owned
subsidiary of iGames (the "Merger"). For accounting purposes, the transaction
was treated as a recapitalization and accounted for as a reverse acquisition.
Therefore, the financial statements reported herein and accompanying notes
thereto reflect the assets, liabilities and operations of the Company as if it
had been the reporting entity since inception. In connection with the Merger,
all of the issued and outstanding shares of capital stock of the Company were
tendered to iGames and iGames issued to the Company stockholders an aggregate of
1,351,640 shares of iGames Series A Convertible Preferred Stock, $.001 par value
per share, and warrants to purchase an aggregate of 2,500,000 shares of iGames
common stock, par value $.004 per share, at an exercise price of $.01 per share.
Each share of Series A Convertible Preferred Stock was entitled to ten votes in
all matters submitted to a vote of iGames shareholders and was convertible at
the option of the holders into ten shares of common stock at any time after the
date on which iGames amended its articles of incorporation to increase the
number of authorized shares of its common stock to at least 125,000,000. In
October 2004 iGames was merged into the Company, and each share of Series A
Convertible Preferred Stock was exchanged for 11.5 shares of the Company's
common stock.
Pursuant to the terms of a Stock Purchase Agreement between iGames, Helene Regen
and Samuel Freshman dated January 6, 2004 (the "Stock Purchase Agreement"),
iGames acquired all of the issued and outstanding shares of capital stock of
Available Money, Inc., a provider of ATM cash access services based in Los
Angeles, California. The purchase price of this transaction was $3,850,000,
$2,000,000 of which was paid in cash at closing and $1,850,000 of which was paid
in cash on April 12, 2004. $2,100,000 of the purchase price was assigned to
contract rights. Acquired contract rights are considered to have a finite life,
pursuant to SFAS 142, to be amortized over the period the asset is expected to
contribute to future cash flows. The Company expects the period to be 1 to 4
years. The contract rights will also be subject to periodic impairment tests.
The remaining $1,750,000 was assigned to Goodwill. As a result of the July 2005
settlement of litigation with Equitex, Inc. and Chex Services, Inc., Goodwill
was reduced by $1,500,000 to approximately $250,000.
2. UNAUDITED INTERIM INFORMATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). The accompanying consolidated financial
statements for the interim periods are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the consolidated financial
position and operating results for the periods presented. These consolidated
financial statements should be read in connection with the consolidated
financial statements and related footnotes for the year ended December 31, 2004
and notes thereto contained in the annual report on Form 10-KSB as filed with
the Securities and Exchange Commission. The results of operations for the nine
months ended September 30, 2005 are not necessarily indicative of the results
for the full year ending December 31, 2005.
F-29
3. LOANS AND NOTES PAYABLE
Notes payable at September 30, 2005 consisted of the following:
2005
On September 10, 2004, the Company borrowed $210,000 from a --------------
family member of our chief executive officer to pay an $82,398
advance on commissions to an unrelated third party. This
note is shown net of debt discount totaling $8,846 for the
value of various warrants issued in connection with the note
along with the corresponding amortization of the note
discount of $4,683. The discount of $8,846 is amortized over
17 months beginning October 1, 2004. The note bears interest
at 10% per annum and is payable monthly. At September 30,
2005, the Company had recorded $710 as accrued interest
payable in connection with this note. The principal amount
of this note is repayable in monthly payments based on
certain amounts received by the Company from the Angel of
the Winds Casino on the 1st day of each month. In accordance
with the contract between the Company and Angel of the Winds
Casino, this note's interest is deductible from the
commission that the Company pays the Casino on a monthly
basis.
From September 23, through September 30, 2005 the Company 433,566
issued three promissory notes in the aggregate amount of
$600,000 to three individuals, including the uncle and the
brother of its Chief Executive Officer, in exchange for
loans in the same amount. These notes are shown net of a
debt discount totaling $166,948. Of this total, $17,342
represented a debt discount for a related note payable
totaling $100,000. The $17,342 was computed pursuant to SFAS
No. 123 and related fair value accounting under the
Black-Scholes model. The remaining $149,606 represented a
debt discount in connection with the beneficial conversion
feature on all convertible notes payable issued during 2005
totaling $600,000. in connection with the notes issued
during 2005, along with the corresponding amortization of
the note discount of $514, the Company had a remaining debt
discount of $166,434. The discount of $166,948 is amortized
over 9 months beginning September 23, 2005. These notes bear
interest at 10% per annum and all principal and interest is
due at maturity between June 22 and June 26, 2006 or earlier
at the option of each holder upon a Change in Control (as
defined in the notes). At September 30, 2005, the Company
had recorded $1,041 as accrued interest payable in
connection with these notes.
F-30
Each Note is convertible into shares of the Company's 's
common stock at an exercise price equal to 85% of the
average of the mean of the closing "bid" and "ask" prices of
the Company's common stock for the ten (10) trading days
immediately prior to the date of exercise. At September 30,
2005, there had been no conversions.
--------------
The Company issued a $170,000 note to a former customer in 170,000
exchange for a mutual release and settlement of a disputed
$286,043 in commissions. The note bears interest at 19.75%
per annum. Accrued interest from November 1, 2004 through
and including November 1, 2005 is payable (i) $10,000 on the
date the Company signed the note and (ii) the balance due on
November 1, 2005. Continuing on the first day of each month
thereafter to and including May 1, 2007 payments of
principal and interest are due in the amount of $10,989.32.
--------------
$685,964
==============
4. CAPITAL LEASES
On February 1, 2005 the Company entered into a new capital lease for 6 ATM
machines at the Sandia Casino. The capitalized cost of the ATM machines is
$105,938. The terms of this lease require approximately $30,000 down payment 90
days from installation and the remaining balance of approximately $75,000 will
be financed over 59 months, at 8.211% for $1,500 per month. This note is
collateralized by the equipment.
Between June 15, 2005 and July 31, 2005 the Company entered into a new capital
lease for 5 ATM machines at the Tropicana Casino in Las Vegas. The approximate
capitalized cost of the ATM machines is $88,400. The terms of this lease require
approximately $25,000 down payment 90 days from installation and the remaining
balance of approximately $63,000 will be financed over 59 months, at 8.211% for
approximately $1,330 per month This note is collateralized by the equipment.
In 2005 the Company entered into a new capital lease for 1 ATM machine at a
software development office located in Boca Raton, Florida. The capitalized cost
of the ATM machines is $18,000. The terms of this lease require approximately
$5,000 down payment 90 days from installation and the remaining balance of
approximately $13,000 will be financed over 59 months, at 8.211% for $266 per
month. This note is collateralized by the equipment.
On July 16, 2005 the Company entered into a new capital lease for 2 ATM machines
at Jerry's Nugget Casino in Las Vegas. The capitalized cost of the ATM machines
is $34,500. The terms of this lease require approximately $10,000 down payment
90 days from installation and the remaining balance of approximately $24,500
will be financed over 59 months, at 8.211% for $530 per month. This note is
collateralized by the equipment.
F-31
5. LINES OF CREDIT
Lines of credit at September 30, 2005 consisted of the following:
Line of credit, maximum availability of $7,000,000, maturity $ 4,014,124
date June 30, 2006. Subject to various restrictive
covenants, interest is payable monthly at 17.5% per annum,
borrowings are collateralized by restricted cash and
guaranteed by the majority shareholder of the Company. The
Company is required to pay a monthly facility fee equal to
1/12% of the highest balance of the line during the month.
The line of credit is also collateralized by all the assets
of the Company. At September 30, 2005, the Company had
recorded related accrued interest payable of $62,239 in
connection with this line of credit.
Line of credit. Interest is payable monthly at 9% per annum. 388,000
The line is unsecured and due on demand.
Non-interest bearing lines of credit. The lines are 856,401
unsecured and due on demand.
Lines of credit. The lines are unsecured and due on demand. 327,500
The Company pays a fixed stated amount of interest totaling
$1,000 per month. The payments are recorded and charged to
interest expense.
On December 1, 2003, the Company entered into a $250,000 92,201
line of credit, due on demand, with an asset based lender.
The Company has received a one year extension, with renewal
subject to the lender's discretion. The current extension
expires June 30, 2006. Beginning June 30, 2005 the Company
began reducing this liability by making monthly payments in
the amount of $68,428. This debt bears interest at the prime
rate of interest plus 10%, floating with daily resets, for
the actual number of days that the loan remains outstanding,
provided that the minimum rate on this loan is 14.5% per
annum. At September 30, 2005, the Company had recorded
related accrued interest payable of $2,148 in connection
with this line of credit. The Company prepaid the lender a
facility fee of $25,000 on June 30, 2005 for the next twelve
months. In order to secure the performance of the Company's
obligation under this loan, the Company granted the lender a
continuing lien on and security interest in and to 250,000
newly issued shares of the Company's common stock. In
addition, upon an event of default under the loan, the
Company is obligated to register the resale of these pledged
shares of common stock. Upon payment in full of all amounts
due under the loan, the lender is obligated to deliver all
stock certificates evidencing the ownership of these shares
to the Company for cancellation.
On April 12, 2004, the Company borrowed $2,050,000 from an 2,542,364
asset-based lender to make the second Available Money
payment. This note expires June 30, 2006. The note bears
interest at 17% per annum and once the $250,000 line of
credit is paid off this note will begin to amortize over 5
years at $68,428 per month. At September 30, 2005, the
Company had recorded related accrued interest payable of
$35,514 in connection with this line of credit. The note is
guaranteed by the majority shareholder of the Company and
also collateralized by all the assets of the Company. Unpaid
interest has been added to the balance, increasing the
balance of the note to $2,542,364.
--------------
$ 8,220,590
==============
F-32
6. STOCKHOLDERS' DEFICIT
In January 2005, the Company issued 75,000 shares of common stock to its board
of directors for services rendered. The Company valued the shares at the fair
value on the date of issuance which was $.77 per share based on the quoted
closing trading price and recorded non-cash compensation of $57,750.
In January 2005, the Company raised $479,450, net of offering costs of $22,500,
from the sale of 989,314 shares of common stock at $0.51 per share. Offering
costs have been recorded as a reduction of additional paid in capital.
Pursuant to the terms of a common stock offering with registration rights, the
company has accrued penalties in the amount of 120,000 shares. The Company has
valued these shares at $72,598 based on the quoted closing trading price every
two weeks when the penalty accrues. The fair value of the penalty has been
recorded as an accrued expense.
7. STOCK OPTIONS
The Company follows fair value accounting and the related provisions of SFAS 123
for all share based payment awards. The fair value of each option or warrant
granted is estimated on the date of grant using the Black-Scholes option pricing
model. The following is a summary of all stock options and warrants granted to
employees and non-employees since the company's inception, all awards occurred
in 2005:
In January 2005, the Company issued options to purchase 150,000 shares of our
common stock at an exercise price of $.77 per share, the fair market value at
the date of the issuance, to its board of directors pursuant to the terms of the
directors 2004 and 2005 agreements. These warrants were issued under our stock
option plan in a transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof.
(i) Stock options granted to employees in 2005
a. Employee awards - 350,000 stock options
i. On January 18, 2005, the Company granted 150,000
stock options to its board of directors for services
rendered in 2004 and 2005. The option grant was
valued pursuant to SFAS 123 and totaled $57,750.
The Company recognized noncash compensation expense
of $57,750 in the nine months ended September 30,
2005.
ii. The weighted average assumptions used by management
were as follows:
Stock price on grant date $0.77
Exercise price on grant date $0.77
Dividend yield 0%
Expected volatility 204.64%
Risk free interest rate 3%
Expected life of option 10 years
iii. These stock options are issued pursuant to the
Company's Equity Incentive Plan.
F-33
In June 2005, the Company issued 200,000 options to purchase common stock to one
of its employees at an exercise price of $.42 per share, pursuant to the terms
of this executive's employment contract. These options vest over 2 years. No
compensation expense was recognized during the nine months ended September 30,
2005 since the Company follows the provisions of APB No. 25.
In June 2005, an employee exercised 30,000 options at $.01 per share. The
Company received proceeds of $300 from the transaction.
In August 2005, options for 6,250 shares with an exercise price of $.40 expired.
Employee stock option activity for the period ended September 30, 2005
(unaudited) is summarized as follows:
Number of Weighted Average
Shares Exercise Price
--------------- ----------------
Outstanding at December 31, 2004 3,161,250 $ .15
Granted 350,000 .57
Exercised (30,000) (.01)
Cancelled (6,250) (.40)
--------------- ----------------
Outstanding at September 30, 2005 3,475,000 $.19
--------------- ----------------
The following table summarizes the Company's employee stock options outstanding
at September 30, 2005:
Options and
Warrants Outstanding
------------------------- --------------------- ----------------------
Range of Exercise Weighted Average Weighted Average
Price
Number Remaining Life Exercise Price
----------------------- ------------------------- --------------------- ----------------------
.01 2,875,000 8.26-8.32 .01
.42 200,000 8.71 .42
.70-.77 212,500 8.59-9.31 .75
2.00-2.28 187,500 7.67-8.09 2.11
-------------------------
3,475,000
=========================
F-34
All outstanding employee stock options are exercisable at September 30, 2005
except for 150,000 options at $.42, 50,000 of which vest in June 2006 and
100,000 of which vest in June 2007.
The exercise prices of all options granted by the Company equal the market price
at the dates of the grant. No compensation expense has been recognized. Had
compensation cost for the stock option plan been determined based on the fair
value of the options at the grant dates consistent with the method of "SFAS 123,
"Accounting for Stock Based Compensation", the Company's net loss and loss per
share would have been changed to the pro forma amounts indicated below for the
nine months ended September 30, 2005.
8. WARRANTS
In February 2005, the Company's former chief executive officer and an affiliate
exercised 150,000 options at $.01 per share. The Company received proceeds of
$1,500 from the transaction.
On July 21, 2005, as part of a settlement agreement, the Company s agreed to
deliver to Fastfunds Financial Corporation, Chex Services, Inc.'s corporate
parent, a contingent warrant to purchase up to 500,000 shares of the Company's
common stock at a purchase price of $0.50 per share. The warrant is not
exercisable until the Company achieves $1,000,000 in net income during a fiscal
year. This warrant has a term of ten years and expires upon a change in control
of the Company.
In September, 2005, the Company issued 15,000 warrants to purchase common stock
to a consultant at an exercise price of $.47 per share, as consideration for
services rendered.
a. Warrants
i. On September 1, 2005, the Company granted 15,000
warrants to a consultant per our consulting agreement
for services rendered in September 2005. The warrant
grant was valued pursuant to SFAS 123 and totaled
$7,041.
The Company recognized noncash compensation expense
of $7,041 in the nine months ended September 30,
2005.
ii. The weighted average assumptions used by management
were as follows:
Stock price on grant date $0.47
Exercise price on grant date $0.47
Dividend yield 0%
Expected volatility 200.25%
Risk free interest rate 4%
Expected life of option 10 years
In September, 2005, the Company borrowed $600,000 from three individuals,
including the uncle and the brother of its Chief Executive Officer evidenced by
convertible notes. The Company issued to one of the lenders warrants to purchase
50,000 shares of its common stock at an exercise price of $.01 per share. (See
Note 3)
Warrant activity for the period ended September 30, 2005 is summarized as
follows:
F-35
Number of Weighted Average
Shares Exercise Price
--------------- ----------------
Outstanding at December 31, 2004 2,079,438 $ 3.13
Granted 565,000 .46
Exercised (150,000) (.01)
Cancelled - -
--------------- ----------------
Outstanding at September 30, 2005 2,494,438 $2.71
--------------- ----------------
The following table summarizes the Company's warrants outstanding at September
30, 2005:
Warrants Outstanding
------------------------- --------------------- ----------------------
Range of Exercise Weighted Average Weighted Average
Price
Number Remaining Life Exercise Price
----------------------- ------------------------- --------------------- ----------------------
.01 265,000 6.98-8.32 .01
.33-.35 125,000 3.95-9.05 .35
.47-.50 515,000 4.81-9.93 .50
1.00 75,000 2.75 1.00
2.40 112,500 3.08-7.50 2.40
4.00-6.00 1,401,938 .25-2.75 4.37
-------------------------
2,494,438
=========================
All outstanding warrants are exercisable at September 30, 2005.
The exercise prices of all options granted by the Company equal the market price
at the dates of the grant. No compensation expense has been recognized. Had
compensation cost for the stock option plan been determined based on the fair
value of the options at the grant dates consistent with the method of "SFAS 123"
"Accounting for Stock Based Compensation", the Company's net loss and loss per
share would have been changed to the pro forma amounts indicated below for the
nine months ended September 30, 2005.
F-36
NINE MONTHS ENDED
September 30, 2005
--------------------
Net loss as reported $ (687,231)
Add: total stock based
compensation expense determined
under fair value based method, net
of related tax effect (136,355)
--------------------
Pro forma net loss $ (823,586)
Basic loss per share
As reported $ [(.03)]
Pro forma $ [(.03)]
--------------------
The above pro forma disclosures may not be representative of the effects on
reported net earnings for future years as options vest over several years and
the Company may continue to grant options to employees.
The fair value of each option and warrant is estimated on the date of grant
using Black-Scholes option-pricing model with the following weighted average
assumptions used for grants:
2005
--------------------
Dividend yield 0%
Expected volatility range 201%
Risk-free interest rate 3.00%
Expected holding periods 10 Years
9. COMMITMENTS
a. LEASE COMMITMENTS
The Company leases office space in Minnesota on a month to month basis for
$738 per month.
In connection with converting all of the Available Money ATM's, the Company
now pays rent to various mall properties where it has ATM machines. These
monthly rents average $45,000 per month.
The Company is party to a 39-month lease agreement pursuant to which it
rents office space in Pennsylvania at a monthly rent of $2,635.
The Company's total rent expense under operating leases was $36,326 and
$33,791 for the nine months ended September 30, 2005 and 2004,
respectively.
F-37
Estimated rent expense under operating leases over the next five years is
as follows:
Year Amount
---- --------
2005 $40,476
2006 $40,476
2007 $40,476
2008 $40,476
2009 $40,476
b. CASINO CONTRACTS
The Company operates at a number of Native American owned gaming
establishments under contracts requiring the Company to pay a rental fee to
operate at the respective gaming locations.
Typically, the fees are earned by the gaming establishment over the life of
the contract based on one of the following scenarios:
i. A dollar amount, as defined by the contract, per transaction volume
processed by the Company.
ii. A percentage of the Company's profits at the respective location.
As of September 30, 2005 the Company has recorded $1,044,473 of accrued
commissions on casino contracts.
Pursuant to the contracts, the Native American owned casinos have not
waived their sovereign immunity.
c. EMPLOYMENT AGREEMENT
In January 2004, the Company entered into a five-year employment agreement
with its Chairman, President and Chief Executive Officer. In addition to an
annual salary of $350,000 per year (subject to annual increases at the
discretion of the Board of Directors) (the "Base Salary"), the employment
agreement provides for a $200,000 signing bonus, a guaranteed bonus equal
to 50% of his Base Salary in any calendar year (the "Guaranteed Bonus") and
a discretionary incentive bonus of up to 50% of his Base Salary in any
calendar year pursuant to a bonus program to be adopted by the Board of
Directors (the "Incentive Bonus"). Pursuant to his employment agreement,
the officer is entitled to fringe benefits including participation in
retirement plans, life insurance, hospitalization, major medical, paid
vacation, a leased automobile and expense reimbursement.
Money Centers of America, Inc. (the "Company") and the Company's Vice
President - Finance and Chief Financial Officer entered into an employment
agreement dated June 14, 2005 (the "Employment Agreement") The employment
term commences on June 14, 2005 and continues until the close of business
on December 31, 2006, with automatic annual renewals thereafter unless
either party gives notice of non-renewal at least thirty days prior to
automatic renewal. The officer's annual salary during the term of
employment under the Employment Agreement shall be no less than $120,000.
In addition, the officer was granted options to purchase 200,000 shares of
the Company's common stock with an exercise price of $.42 per share under
the Company's Amended and Restated 2003 Stock Incentive Plan, pursuant to
an Award Agreement for Non-Qualified Stock Option dated June 14, 2005
entered into between the Company and the officer. The options have a term
of ten years and are exercisable as follows: (a) 50,000 shall be
exercisable immediately on the date of grant; (b) 50,000 shall be
exercisable on June 1, 2006; and (c) 100,000 shall be exercisable on June
1, 2007.
F-38
10. CONCENTRATION OF CREDIT RISK
The Company maintains cash in bank accounts that exceed federally insured
limits. At September 30, 2005, the Company had deposits in excess of federally
insured amounts aggregating approximately 3,9 million dollars at various
financial institutions. The Company believes it has its cash deposits at high
quality financial institutions. In addition, the Company maintains a significant
amount of cash at each of the casinos. Management believes that the Company has
controls in place to safeguard these on-hand amounts, and that no significant
credit risk exists with respect to cash.
For the nine months ended September 30, 2005, approximately 41 % of total
revenues were derived from operations at two full service casinos. An additional
11 % was derived from one ATM contract that has been terminated as part of the
Company's elimination of unprofitable contracts. No other customers represented
more than ten percent of the Company's our total revenues for the nine months
ended September 30, 2005.
11. DUE TO OFFICER
Amounts due to officer are evidenced by notes in the aggregate amount of
$375,626 that bear an interest rate of 10% per annum, payable monthly, and are
due on demand. This consists of $100,000 loaned to the Company by the officer in
fiscal year 2004. This amount also includes monies due the officer in the amount
of $6,771 from 2002, sales commissions due the officer in the amount of $21,029
from 2001, sales commissions due the officer in the amount of $5,000 from fiscal
year 2003, the officer's sign on bonus per his employment agreement in the
amount of $200,000, the officer's 2004 bonus of $175,000. Payments in the amount
of $132,174 paid to the officer have been netted to this note. The officer has
been paid $34,347 in interest on this note during the nine months ended
September 30, 2005.
12. INTEREST EXPENSE
Included in interest expense are monies owed to an unrelated vendor for interest
charges. The interest is based on the amount of cash in the Company's Available
Money ATM machines and network and is calculated on a daily basis. The balance
of this cash funded by the bank in the Company's ATM machines at September 30,
2005 was approximately $10.3 million. The interest rate on the $10.3 million is
5.625% per annum.
13. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has a working capital
deficit of $6,105,473 and an accumulated deficit of $15,498,261 at September 30,
2005 and had a net loss of $687,231 and net cash used in operations of $86,320,
respectively for the nine months ended September 30, 2005. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.
Management is in the process of implementing its business plan. Additionally,
management is actively seeking additional sources of capital, but no assurance
can be made that capital will be available on reasonable terms. Management
believes the actions it is taking allow the Company to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
F-39
14. LITIGATION
On or about October 14, 2004, Lake Street Gaming, LLC ("Lake Street") filed a
Complaint against iGames Entertainment, Inc. and Money Centers of America, Inc.
("MCA") (collectively referred to hereinafter as "iGames") in the United States
District Court for the Eastern District of Pennsylvania, alleging that iGames
breached an Asset Purchase Agreement ("APA") that the parties executed on or
about February 14, 2003. The suit also raises claims for fraudulent
misrepresentation and intentional interference with contractual relations. By
virtue of the APA, Lake Street sold to iGames all of Lake Street's right, title
and interest in a casino game called "Table Slots." Lake Street alleges that it
is entitled to additional compensation for the game that exceeds what was agreed
to. This matter is still in the pleadings stage and iGames has moved to dismiss
the plaintiff's claims for fraudulent misrepresentation and intentional
interference with contractual relations, as well as to strike all claims for
punitive damages. We are vigorously defending this action and believe that Lake
Street's claims lack merit.
Effective July 21, 2005, the Company entered into a Settlement Agreement and
Mutual Release (the "Settlement Agreement") with Chex Services, Inc. ("Chex"),
the wholly owned operating subsidiary of FastFunds Financial Corporation and
Equitex, Inc. ("Equitex"), pursuant to which the parties agreed to resolve all
pending litigation between them and release all claims related to such
litigation. The subject litigation is described in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2004. No party to the Settlement
Agreement admitted any wrongdoing or liability related to the litigation. The
litigation was dismissed with prejudice on July 22, 2005.
Under the Settlement Agreement, Equitex and Chex agreed to cancel the Company's
outstanding $2,000,000 principal liability under a $2,000,000 promissory note
from the Company to Chex, dated January 6, 2004, as well as any liability for
accrued but unpaid interest under that promissory note. The Company agreed to
pay Chex $500,000 within 60 days of July 21, 2005. This amount was paid in
September 2005. In addition, the Company, agreed to deliver to Fastfunds
Financial Corporation a ten year warrant to purchase up to 500,000 shares of the
Company's common stock at a purchase price of $0.50 per share. The warrant is
not exercisable until the Company achieves $1,000,000 in net income during a
fiscal year.
In addition, the Company is from time to time during the normal course of its
business operations, subject to various litigation claims and legal disputes.
The Company does not believe that the ultimate disposition of any of these
matters will have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
15. SUBSEQUENT EVENTS
From October 3, through October 19, 2005, the Company issued four promissory
notes in the aggregate amount of $100,000 to three individuals, including its
Chief Financial Officer, in exchange for loans in the same amount. These notes
bear interest at 10% per annum and all principal and interest is due at maturity
between July 3, 2005 and July 19, 2006 or earlier at the option of each holder
upon a Change in Control. "Change in Control" is defined as (i) a consolidation
or merger of the Company with or into any other corporation or corporations or
any other transaction in which the holders of the Company's outstanding shares
of capital stock immediately before such consolidation or merger do not,
immediately after such consolidation or merger, retain stock representing a
majority of the voting power of the surviving corporation of such consolidation
or merger, (ii) the sale of all or substantially all of the assets of the
Company or (iii) any occurrence as a result of which more than 50% of the voting
capital stock of the Company is held by a person or persons other than a current
holder or current holders of more than 50% of the voting capital stock of the
Company.
In the event that a Note is not repaid in full within ninety (90) days following
the maturity date, additional interest is due and payable in an amount equal to
twenty-five percent (25%) of the unpaid amount. Thereafter, additional interest
accrues each sixty (60) days in an amount equal to twenty-five percent (25%) of
the unpaid amount.
Each Note is convertible into shares of the Company's common stock at an
exercise price equal to 85% of the average of the mean of the closing "bid" and
"ask" prices of the Company's common stock for the ten (10) trading days
immediately prior to the date of exercise.
F-40
Until ________ [DATE], 2006 [90
days from the date of this
prospectus], all dealers that
effect transaction in these
securities, whether or not
participants in this offering,
may be required to deliver a
prospectus. This is in addition
to the dealers' obligations to
deliver a prospectus when
acting as underwriters and with
respect to unsold allotments
or subscriptions. No dealer, MONEY CENTERS OF AMERICA, INC.
salesman or any other person
has been authorized to give 7,002,343 SHARES OF
any information or to make any COMMON STOCK
representations other than those
contained in this prospectus in
connection with the offer made
by this prospectus and, if given
or made, such information or
representations must not be
relied upon as having been
authorized by Money Centers ----------------------
of America, Inc. This prospectus PROSPECTUS
does not constitute an offer to ----------------------
sell or solicitation of an
offer to buy any securities
in any jurisdiction in which
such offer or solicitation is
not authorized, or in which
the person making such offer
or solicitation is not
qualified to do so, or to any ________, 2006
person to whom it is unlawful
to make such offer or solicitation.
Neither the delivery of
this prospectus nor any sale
made hereunder shall, under any
circumstances, create any
implication that there has been no
change in the affairs of Money
Centers of America, Inc. or
that information contained herein
is correct as of any time
subsequent to the date hereof.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
The Money Centers certificate of incorporation provides that all
directors, officers, employees and agents of the registrant shall be entitled to
be indemnified by Money Centers to the fullest extent permitted by Section 145
of the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law concerning
indemnification of officers, directors, employees and agents is set forth below.
"Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
II-1
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
II-2
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment of expenses incurred or paid by a director,
officer or controlling person in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
the court of appropriate jurisdiction the question whether such indemnification
by us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Paragraph B of Article Seventh of our amended and restated certificate
of incorporation provides:
"The Corporation, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, upon a plea of nolo contendere or equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful."
Item 25. Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by us in
connection with the offer and sale of the shares of our common stock being
registered by this registration statement. All amounts are estimates except for
the SEC registration fee:
Item Amount Payable by the Company
SEC Registration Fee $ 533.80
Printing and Engraving Expenses 10,000.00
Transfer Agent's Fee 3,000.00
Legal Fees and Expenses 30,000.00
Accounting Fees and Expenses 7,000.00
Blue Sky Fees and Expenses 5,000.00
Miscellaneous Expenses 4,466.20
-----------
Total $60,000.00
===========
Item 26. Recent Sales of Unregistered Securities.
Recent Sales of Unregistered Securities and Use of Proceeds
The following is a summary of transactions during the preceding three
years involving sales of our securities that were not registered under the
Securities Act of 1933. All share figures reflect the 1-for-4 reverse stock
split that occurred on December 11, 2003.
II-3
On March 1, 2002, we sold for $100,000 to a single investor a 10%
convertible promissory note due September 1, 2002 in the principal amount of
$100,000 pursuant to the exemption afforded by Section 4(2) of the Securities
Act. The note is convertible into unregistered shares of common stock and common
stock purchase warrants.
In August 2002, we issued options to acquire 25,000 shares of our
common stock to a consultant; such options are exercisable at $0.40 per share
and expire three years from the grant date. We recognized $41,330 in non-cash
compensation relating to the issuance of these options. Subsequently, in April
2003, we agreed with the consultant to cancel these options and to issue 25,000
shares of common stock as compensation for the services provided.
In August 2002, we issued options to acquire 6,250 shares of our common
stock to an employee; such options are exercisable at $0.40 per share and expire
three years from the date of the grant. We valued these options at $10,333 or
approximately $1.65 per option.
In September 2002, we sold 375,000 units consisting of one share of its
common stock and one warrant to purchase a share of common stock (exercisable at
$4.00) for $2.00 per unit to seven investors. We received proceeds from this
stock sale of $652,500, which is net of offering costs paid of $97,500. None of
the foregoing warrants have been exercised as of the date hereof.
In October 2002, a note of $150,000 was converted into 75,000 shares of
our common stock.
In October 2002, we issued 37,500 shares of its restricted common stock
to one of our directors who provided both financial and marketing consulting
services. Such shares were valued at the fair market value on the date of the
grant. We recorded $172,500 in noncash compensation.
In October 2002, 2,500 shares of our previously issued shares were
cancelled.
In February 2003, the Company issued 61,250 shares of our common stock
to employees and consultants for services rendered. Accordingly, the Company has
recorded $130,500 , net of deferred compensation of $62,500, in compensation to
reflect the issuance of these shares.
In February 2003, we issued 75,000 shares of our common stock for the
patent right to our Table Slots product. The shares were valued at the
approximate fair market value on the date of the agreement.
In March 2003, we sold 1,030,000 units consisting of one quarter of a
share of our common stock and a warrant to purchase one quarter of a share of
common stock (exercisable at $1.50) for $0.50 per unit to eight accredited
investors. We received proceeds from this stock sale of $448,050, which is net
of offering costs paid of $66,950. Additionally, we issued 1,250 shares of its
common stock as part of the offering costs of this capital raise. None of the
foregoing warrants have been exercised as of the date hereof.
In May 2003, we granted options to purchase 62,500 shares of our common
stock at an exercise price of $2.04 per share to our former chief executive
officer pursuant to the terms of his employment agreement. These options were
issued under our stock option plan in a transaction exempt for the registration
requirements of the Securities Act pursuant to Section 4(2) of the Securities
Act.
In June 2003, we sold 500,000 units to a single investor consisting of
one quarter of a share of our common stock and a warrant to purchase one quarter
of a share of common stock (exercisable at $1.00) for $0.50 per unit. We
received proceeds from this stock sale of $235,000, which is net of offering
costs paid of $15,000. None of the foregoing warrants have been exercised as of
the date hereof.
II-4
During 2003, the Company issued 80,000 shares of our restricted common
stock to consultants for services rendered. The Company valued these shares at
$1.81 - 2.84 per share the fair market value at the date of the grant and
recorded noncash compensation expense of $174,800.
In July 2003, we issued 62,500 shares of restricted common stock to our
chief executive officer pursuant to the terms of his employment agreement. We
valued these shares at $2.28 per share, the fair market value of our common
stock on the date of grant.
In October 2003, we sold 25,000 units consisting of one share of our
common stock and two warrants to purchase a share of our common stock at an
exercise price of $0.60 per share. The purchase price of these units was $.25
per unit and we received gross proceeds from this stock sale of $25,000. The
units, shares of common stock and warrants were sold pursuant to Section 4(2) of
the Securities Act.
In October 2003, we issued 81,750 shares of our common stock to three
consultants for services rendered. We valued the shares at a contemporaneous
sales price on the date of issuance and recorded consulting expense of $147,690
or between $1.80, and $1.88 per share. These shares were issued pursuant to
Section 4(2) of the Securities Act.
In October 2003, pursuant to the terms of an asset purchase agreement,
the Company purchased the Random X 21 product by issuing 75,000 restricted
shares of common stock at the fair market value of $135,000 to the seller as
payment of 50% of the purchase price. This agreement was rescinded after the
merger and the change in our business direction. These shares were issued
pursuant to Section 4(2) of the Securities Act.
Also, in October 2003, we issued 4,542 shares of our common stock to
employees. We valued the shares at a contemporaneous sales price on the date of
issuance and recorded salary expense of $8,175 or $1.80 per share, respectively.
These shares were issued pursuant to Section 4(2) of the Securities Act.
In November 2003, in order to secure the performance of the Company's
obligations under a new line of credit, the Company granted the lender a
continuing lien on and security interest in 250,000 newly issued shares of its
common stock. These shares were issued pursuant to Section 4(2) of the
Securities Act.
Also, in November 2003, we granted options to purchase 62,500 shares of
our common stock at an exercise price of $2.00 per share to its former chief
executive officer pursuant to the terms of his employment agreement. These
shares were issued pursuant to Section 4(2) of the Securities Act.
In December 2003, we issued 25,000 shares of our common stock to a
consultant for services rendered. We valued the shares at the market price on
the date of issuance and recorded consulting expense of $37,000 or $1.48 per
share. These shares were issued pursuant to Section 4(2) of the Securities Act.
Additionally, in December 2003, we issued 5,000 shares of our common
stock to a consultant for services rendered. The Company valued the shares at
the market price on the date of issuance and recorded consulting expense of
$6,600 or $1.32 per share. These shares were issued pursuant to Section 4(2) of
the Securities Act.
On January 2, 2004, we issued 1,351,640 shares of our Series A
Preferred Stock and warrants to purchase 3,800,000 shares of our common stock to
the stockholders and warrant holders of Money Centers of America, Inc. pursuant
to an Agreement and Plan of Merger dated November 26, 2003, in a transaction
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof and Rule 506 thereunder.
In January 2004, we issued options to purchase 2,635,000 shares of our
common stock to Christopher M. Wolfington and options to purchase an aggregate
of 485,000 shares of our common stock to 16 of our employees and consultants
under our stock option plan. The securities were issued in transactions exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof.
II-5
Additionally, in January 2004, we issued 25,000 shares of our common
stock to a consultant for services rendered. We valued these shares at the
market price on the date of issuance and recorded consulting expense of $30,000
or $1.20 per share. All of these shares were issued pursuant to Section 4(2) of
the Securities Act.
In May 2004, we issued 62,500 shares of restricted common stock to one
of our executive employees, pursuant to the terms of the executive's employment
contract. The company valued those shares at $.70 per share, the fair market
value on the date of the grant.
$2,000,000 of the Available Money purchase price was paid by tender of
an aggregate of 1,470,590 shares of common stock to the previous shareholders of
Available Money in April 2004. The terms of the Stock Purchase Agreement allow
for certain purchase price adjustments. As a result, all of these shares of
common stock were cancelled prior to December 31, 2004.
On September 10, 2004, the Company borrowed $210,000 from an affiliate
of our chief executive officer to pay an advance on commissions to a new casino
customer. In connection with this note, the Company issued the lender warrants
to purchase 50,000 shares of our common stock at an exercise price of $.33 per
share. In the event that the principal amount of this loan plus all accrued
interest thereon is paid in full on or before March 1, 2006, then the Company
shall have the right to cancel warrants to purchase 25,000 shares.
In October 2004, the Company granted options to purchase 100,000 shares
of its common stock at an exercise price of $.35 per share to its former
president in connection with the termination of his employment agreement. These
securities were issued pursuant to Section 4(2) of the Securities Act.
In December 2004, the Company granted options to purchase 150,000
shares of its common stock at an exercise price of $.01 per share to the owners
of a software development company as partial consideration for software
development services The company valued these options at $81,000 or $.54 per
share. These shares were issued pursuant to Section 4(2) of the Securities Act.
Pursuant to the Merger Agreement between the company and iGames, the
holders of each share of iGames' common stock received one share of the
company's common stock, and each holder of shares of iGames' Series A
Convertible Preferred Stock received 11.5 shares of the company's common stock.
Options and warrants to purchase iGames' common stock, other than warrants
issued as part of the merger consideration in iGames' acquisition of the company
(the "Merger Warrants"), were deemed options and warrants to purchase the same
number of shares of the company's common stock with no change in exercise price.
The Merger Warrants were canceled in exchange for 1.15 shares of the company's
common stock for each share of common stock purchasable thereunder.
Pursuant to the terms of a common stock offering with registration
rights, the company has accrued penalties in the amount of 70,000 shares. The
company has valued these shares at $45,323.
In January 2005, we sold 984,314 shares of our common stock at $0.51
per share to three investors. These shares were sold pursuant to Rule 506 of
Regulation D.
In September and October 2005, we issued short-term promissory
notes to four individuals in the aggregate amount of $725,000, together with
warrants to purchase 112,500 shares of our common stock. These notes and
warrants were sold pursuant to Section 4(2) of the Securities Act.
II-6
Item 27. Exhibits, Financial Statements and Reports on Form 8-K
(a) The following Exhibits are filed as part of this report.
Exhibit
Number Description
2 Agreement and Plan of Merger dated as of August 10, 2004 by and
between iGames Entertainment, Inc. and Money Centers of America,
Inc. (incorporated by reference to Exhibit 2 of Current Report on
Form 8-K12g-5 filed on October 19, 2004).
3.1 Amended and Restated Certificate of Incorporation of Money
Centers of America, Inc. (incorporated by reference to Exhibit
3.1 of the Current Report on Form 8-K12g-3 filed on October 19,
2004).
3.2 Amended and Restated By-laws of Money Center of America, Inc.
(incorporated by reference to Exhibit 3.2 of the Current Report
on Form 8-K12g-3 filed on October 19, 2004).
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP as to
the legality of the shares of common stock being registered (to
be filed by amendment).
10.1 Amended and Restated 2003 Stock Incentive Plan of iGames
Entertainment, Inc. (incorporated by reference to Exhibit 10.5 to
the Annual Report on Form 10-KSB filed on July 13, 2004).
10.2 Employment Agreement dated as of January 2, 2004 by and between
iGames Entertainment, Inc. and Christopher M. Wolfington
(incorporated by reference to Exhibit 10.6 to the Annual Report
on Form 10-KSB filed on July 13, 2004).
10.3 Loan and Security Agreement by and between iGames Entertainment,
Inc. and Mercantile Capital, L.P. dated November 26, 2003
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-QSB for the fiscal quarter ended December 31,
2003 filed on February 17, 2004).
10.4 Demand Note payable to the order of Mercantile Capital, L.P. in
the principal amount of $250,000 dated November 26, 2003
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-QSB for the fiscal quarter ended December 31,
2003 filed on February 17, 2004).
10.5 Amended and Restated Agreement and Plan of Merger By and Among
Money Centers of America, Inc., Christopher M. Wolfington, iGames
Entertainment, Inc., Michele Friedman, Jeremy Stein and Money
Centers Acquisition, Inc., dated as of December 23, 2003
(incorporated by reference to Exhibit 2.1 of Current Report on
Form 8-K filed on January 20, 2004).
10.6 Software Development Agreement effective September 1, 2004 by and
between Money Centers of America, Inc. and IntuiCode LLC
(incorporated by reference to Exhibit 10.8 to the Registration
Statement on Form SB-2 filed on February 14, 2005).
10.7 Employment Agreement dated as of June 14, 2005 by and between
Money Centers of America, Inc. and Jason P. Walsh (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed on June 17, 2005).
10.8 Amendment to Employment Agreement dated as of October 20, 2005
by and between Money Centers of America, Inc. and Jason P. Walsh.
21 Subsidiaries of Money Centers of America, Inc.
23.1 Consent of Sherb & Co. dated December 28, 2005.
23.2 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP as to
the legality of the shares of common stock being registered
(included in Exhibit 5).
Item 28. Undertakings.
(a) We shall undertake to:
(1) File, during any period in which we offer or sell
securities, a post-effective amendment to this registration statement
to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-7
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement (or the most recent
post-effective amendment thereof); and
(iii) Include any material information with respect
to the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement.
(2) For determining liability under the Securities Act of
1933, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at then end of
the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of our company pursuant to any provisions contained in our Articles of
Incorporation, By-Laws, or otherwise, we have been advised that in the opinion
of the Security and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of our company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(c) We further undertake that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-8
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of King of
Prussia, Pennsylvania on January 4, 2006.
Money Centers of America, Inc.
By: /s/ Christopher M. Wolfington
----------------------------------------------
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher M. Wolfington as his true and
lawful attorney-in-fact, with full power of substation and resubstitution for
him and in his name, place and stead, in any and all capacities to sign any and
all amendments including post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute, each
acting alone, may lawfully do or cause to be done by virtue thereof.
In accordance with the Securities Act of 1933, this registration
statement was signed by the following persons in the capacities and on the dates
indicated.
Date: January 4, 2006 /s/ Christopher M. Wolfington
---------------------------------------------------
Christopher M. Wolfington
Chief Executive Officer and Director
Date: January 4, 2006 /s/ Jason P. Walsh
---------------------------------------------------
Jason P. Walsh
Chief Financial Officer (principal financial
officer and principal accounting officer)
Date: January 4, 2006 /s/ Jeremy Stein
---------------------------------------------------
Jeremy Stein
Director
Date: January__, 2006
---------------------------------------------------
Barry Bekkedam
Director
Date: January__, 2006
---------------------------------------------------
Wayne DiMarco
Director
Date: January 4, 2006 /s/ Jonathan Robinson
---------------------------------------------------
Jonathan Robinson
Director
II-9