As filed with the Securities and Exchange Commission on ___________, 2007
Registration Statement No. 333-138150
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MONEY CENTERS OF AMERICA, INC.
(Name of small business issuer in its charter)
Delaware 6099
-------- ----
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
23-2929364
----------
(I.R.S. Employer
Identification No.)
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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)
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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
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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........ 9,434,086 shares $0.41 $3,867,975 $413.87
--------------------------------------------------------------------------------------------------------------------
Total......................... 9,434,086 shares $0.41 $3,867,975 $413.87
====================================================================================================================
(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 January 30, 2007 as reported on the NASD
Over-the-Counter Bulletin Board
SUBJECT TO COMPLETION. DATED MAY 9, 2007.
PROSPECTUS
Money Centers of America, Inc.
9,434,086 Shares of Common Stock
An aggregate of 9,434,086 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 May 9, 2007
TABLE OF CONTENTS
Page
Summary......................................................................1
Risk Factors.................................................................3
Business.....................................................................8
Legal Proceedings...........................................................16
Cautionary Statement For Forward-Looking Statements.........................17
Management's Discussion and Analysis or Plan of Operations..................17
Directors, Executive Officers, Promoters and Control Persons................26
Executive Compensation......................................................27
Security Ownership Of Certain Beneficial Owners and Management and Related
Stockholder Matters.........................................................30
Selling Holders.............................................................31
Plan of Distribution........................................................33
Use of Proceeds.............................................................35
Certain Relationships and Related Party Transactions........................35
Description of Securities...................................................35
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities.............................................................36
Market for Common Equity and Related Shareholder Matters....................37
Experts.....................................................................39
Legal Matters...............................................................39
Where You Can Find More Information.........................................39
Financial Statements.......................................................F-1
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 3.
Business
We are a single source provider of cash access services, the
ONSwitch(TM) transaction management system and the Omni Network 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.
Our core business of providing single source full service cash access
services in the gaming industry is the source of our revenue and profits. We
have also launched several new services in the last 2 years, such as our
ONSwitch(TM) Transaction Management System, CreditPlus, Cash Services Host
Program, and the Omni Network(TM) that have helped to differentiate our product
offering in the marketplace.
We launched our ONSwitch(TM) Transaction Management System in January
2006 and we began to offer ONSwitch(TM) to our customers as a "turn-key"
solution that they can use to process and facilitate their own transactions
without using a vendor. ONSwitch(TM) allows a gaming operator to leverage
existing infrastructure to internalize the delivery and operation of cash access
services, retail merchant card processing, automated ticket redemption, and
player's club redemptions.
With ONSwitch(TM), we will generate revenues from licensing fees and
ongoing support fees rather than providing cash access services ourselves.
Although our recurring 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 for
vault cash to support our current services. This will enable us to support a
much larger customer base. For a more complete description of ONSwitch(TM), see
"Business - Products - ONSwitch(TM) Transaction Management System" on page 19.
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 24 locations across the United States and the Caribbean.
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 9,434,086. Includes 270,000 shares
issuable upon the exercise of warrants.
Common stock outstanding 30,769,853 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 9,434,086
shares of our common stock by 27 of our securitiesholders, including 22
investors who purchased shares of our common or warrants exercisable for shares
of our common stock in private placement offerings.
Summary Consolidated Financial
and Operating Data
The following table sets forth summary audited consolidated historical
financial data for the fiscal years ended December 31, 2006 and December 31,
2005. 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.
------------------------------------
Years Ended December 31
------------------ -----------------
2006 2005
----------------- ---------------
Statement of Income Data:
Revenues $ 11,721,752 $ 19,409,238
Cost of revenues 9,471,763 15,801,366
------------------ ----------------
Gross Profit 2,249,989 3,607,872
Selling, general and administrative
expenses 1,968,572 2,238,904
Noncash Compensation 2,111,402 91,225
Depreciation and Amortization 355,309 941,079
Loss on impairment of goodwill 203,124 --
Settlement expenses 210,000 --
------------------ ----------------
Income (loss) from operations (2,598,418) 336,664
Interest expense, net (1,849,740) (1,997,438)
Other income (expense), net 105,692 (5,393)
------------------ ----------------
Net loss $ (4,342,466) $ (1,666,167)
------------------ ----------------
Net loss per common share - basic $ (0.14) $ (0.07)
Net loss per common share - diluted $ (0.14) $ (0.07)
December 31, 2006
Balance Sheet Data:
Working Capital $ (870,473)
Total assets 8,360,452
Total liabilities 13,491,533
Stockholders' deficit (5,131,081)
2
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.
We have approximately $11,320,000 in indebtedness and approximately
$2,170,000 in accounts payable, commissions payable and accrued interest and
expenses. If we are unable to satisfy these obligations, then our business will
be adversely effected.
As of December 31, 2006, we had indebtedness in the aggregate principal
amount of approximately $11,320,000 and accounts payable and accrued expenses of
approximately $2,170,000. 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 $20,819,468 as of December 31, 2006,
and our net losses and cash used in operations of $4,342,466 and $1,393,259,
respectively, for the year ended December 31, 2006, 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 2007 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 year ended December 31, 2006 we incurred a net loss of
$4,342,466 and for the year ended December 31, 2005, we incurred a net loss of
$1,666,197. We expect to incur losses for the year ending December 31, 2007. 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.
3
Our contracts with Native American tribes are subject to claims of
sovereign immunity.
We have entered into agreements with Native American tribes. Native
American 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
Native American 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 Native American 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.
We are dependent on a limited number of customers for a significant
portion of our revenue and gross profit. For the year ended December 31, 2006,
we derived 62% of our revenues from three customers. One of these customers did
not renew its agreement with us in May 2006, which impacted revenues and income
for the year. The loss of either of the other two major 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.
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 10,165,780 shares of our common stock at prices below our current market
price, with an average exercise price of $0.04 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.
4
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 55.43% 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
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, Inc., Global
Payment Inc.'s Cash & Win, Service, Certegy, Inc.'s Game Financial Corporation
subsidiary, 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.
5
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 55.43% 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
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.
6
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 Native American 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 Native American
tribes.
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 us.
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.
7
BUSINESS
General
Money Centers of America, Inc. ("Money Centers") is a Delaware
corporation. Our original Certificate of Incorporation was filed on October 10,
1997 and a Restated Certificate of Incorporation was filed on August 20, 2004.
We provide cash access services, transaction management systems, and
financial networks to the gaming industry. Our value proposition to our
customers is aimed at leveraging technology, generating value, and creating
measurable results in profitability, customer satisfaction and loyalty to gaming
companies. 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 innovative alternative technology
solutions for the gaming company.
We intend to become a leading innovator in cash access and transaction
management systems for the gaming industry. Our business model is specifically
focused on providing our full suite of cash access services through two distinct
deployment channels: 1) the traditional outsourced solution whereby we enter
into exclusive service agreements with the casino operator for all cash access
services whereby we provide a complete package of hardware, software and
processing services, and 2) the licensing of our OnSwitchTM Transaction
Management System technology through licensing agreements pursuant to which we
sell an enterprise payment solution that empowers gaming companies to own, and
therefore control, every form of payment processing within their organization.
We have identified the gaming industry as a niche segment within the
funds transfer industry that has significant growth opportunities. We are
confident that continuing our proven outsource model and our position as the
only company currently offering a transaction management system for an end to
end payment processing solution positions us to meet the needs of any gaming
company while having a differentiating competitive advantage over other
companies in our industry.
We currently have contracts to provide some or all of the cash access
services in 24 locations across the United States and the Caribbean. Our
locations are in the states of California (13 locations), Florida (3 locations),
Antigua (2 locations) Nevada (1 location), New York (2 locations), New Mexico (1
location), Wisconsin (1 location), and Washington (1 location). In 2006, our
cash access technology facilitated 2,716,103 transactions totaling $408,724,198.
Products
Our two deployment strategies are designed to provide a complete end to
end payment solution for cash access transactions, merchant card transactions,
and other required point of sale transactions within a gaming facility.
Credit/debit card cash advance, credit services, Automatic Teller Machines
("ATMs") and check cashing solutions are the primary means by which casinos make
cash available to gaming customers. We provide these services directly to casino
patrons on a outsourced services model, as do our competitors. Our OnSwitchTM
enterprise payment solution empowers a gaming operator to integrate the internal
management of merchant card processing and other point of sale transaction
requirements seamlessly into their current business operations. We believe that
we have a distinct competitive advantage over all of our competitors because we
are the only company with both an outsourced service offering and an enterprise
payment solution.
8
OnSwitch(TM) Transaction Management System
We have formed an exclusive gaming industry partnership with S1
Corporation to create OnSwitchTM, an enterprise payment processing solution that
we have built on S1's Postilion Processing Platform. OnSwitchTM empowers a
gaming operator to garnish the profits from internalizing the processing of
traditional cash access services, our proprietary services, and non-cash access
transactions:
Merchant card processing
Private label credit/debit cards
Stored Value for players' club and payroll requirements
Ticket redemption
Though the economics for large gaming companies would suggest
otherwise, historically casino operators have engaged third party vendors, of
which we are one, to handle cash access operations, with the goal of driving
more cash to the gaming floor. These third party providers would install the
equipment, evaluate credit transactions, and provide the cash to casino patrons
who were seeking to tap available sources of cash. This model is based on a
revenue sharing from completed transactions between the host casino and the
third party vendor.
The OnSwitch(TM) model provides a gaming company with an extremely
cost-effective enterprise payment solution that leverages existing casino
infrastructure to eliminate the outsourced provider, capture the profits from
cash access operations, reduce merchant card processing costs, and gain control
of the customer experience. We believe that this model will prove attractive to
casino operators.
OnSwitchTM utilizes S1's Postilion Processing Platform, which is used
by more than 250 customers in over 50 countries, including GE, FedEx Kinko's,
Shell, 7-Eleven, Canadian Tire, EDS, and numerous financial institutions,
retailers, and processing companies. In fact one of every six ATMs in the Unites
States is running on OnSwitchTM's processing platform. We have the exclusive
rights to S1's Postilion technology in the gaming industry in the United States,
positioning us as the only company to offer this differentiating value
proposition that could create a complete paradigm shift in this multi-billion
dollar segment of the gaming industry.
OnSwitchTM will generate revenues from licensing fees and ongoing
support fees paid by the casino rather than through revenue sharing with the
casino as is the case in the outsource model. On a comparative basis, we will
realize lower revenues from the OnSwitchTM model than from the outsource model
for any particular gaming operation. However our net margin is significantly
higher as we will no longer incur the costs associated with on-site personnel,
equipment, interest expense, or the substantial working capital required to
support the traditional outsource model. The revenue differential actually has
the potential to protect our exclusive market position in the form of a
substantial barrier to entry. If any of our larger competitors with substantial
market share were to develop a competing solution, they would risk cannibalizing
their existing revenue by as much as 80%. We believe that this will be a
significant disincentive as these are publicly traded companies that have based
their value proposition to the investment community on the merits and
perpetuation of the outsourced model.
We began developing our sales & marketing strategy for OnSwitch(TM) in
January 2006. Though our limited financial resources delayed the completion of
our plan and speed to market, once we initiated sales efforts the overwhelming
economic benefits to the gaming companies has created credible and validating
activity in our sales cycle. Though we have no installed OnSwitchTM customers as
of the date of this filing, our sales pipeline continues to grow, current
prospects are confidently moving through our sales cycle, and we currently are
finalizing business terms and designing project timelines with prospects in the
later stages of our sales cycle.
9
Omni Network
Also in January 2006, we introduced the Omni Network (ON), a free
shared credit data and responsible gaming network for the gaming industry. We
built the Omni Network with the idea that credit and responsible gaming data
belongs to the gaming operators and is necessary for the protection of consumers
and the integrity of gaming operations.
Omni Network is comprised of real-time credit and responsible gaming
data garnered from a transaction database that spans the entire United States
and soon the Caribbean and South America. Free access to this comprehensive
database empowers casino operators to make their own informed decisions about
extending credit to casino patrons.
Membership in the Omni Networks is free to casino operators in the
United States, the Caribbean and South America. We will initially populate the
database from its casino cash access operations. Additional subscribers will
contribute their own data to further build out the credit and transaction
history of casino patrons.
Traditional Outsource Services
Historically casino operators have engaged third party vendors such as
us, to handle cash access operations on an outsourcing basis. In these
relationships, we provide four basic services: credit/debit card cash advances,
ATMs, check cashing and credit services.
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
73,606 transactions and $1,944,941 in revenues (16.8% of total revenues) for the
year ended December 31, 2006.
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, 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.
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.
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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 5 customers and we currently operate 19 ATMs at those
locations (of which 12 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. ATM activities accounted for
2,348,135 transactions and $5,625,237 in revenues (48.7% of total revenues) for
the year ended December 31, 2006.
Transactions at our ATM machines currently 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. In addition, we will have the capability to process our own ATM
transactions upon the full internal implementation of OnSwitchTM.
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
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.
11
Check cashing activities accounted for 293,556 transactions and
$2,675,084 in revenues (23.1% of total revenues) for the year ended December 31,
2006. For that period, we incurred aggregate net losses from bad checks of
$315,882, representing .004% of the aggregate $75,640,693 in check-cashing
transactions processed.
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 Native
American 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 Native American 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-Native American
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 Native American 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.
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.
12
CreditPlus accounted for 806 transactions and $44,746 in revenues
(0.39% of total revenues) for the year ended December 31, 2006. For that period,
we did not incur aggregate net losses from nonpayment of advances.
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 3 casinos
for all of 2006 and one casino for a portion of 2006. The Cash Services Host
Program accounted for approximately $322,952 in revenues (2.7% of total
revenues) for the year ended December 31, 2006.
Business Objectives
Our business strategy is to focus on continuing to aggressively market
our services in the casino industry, while seeking to 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, realize significant profit margins and compete effectively with
larger competitors. 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.
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 Native American
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 Native American
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.
13
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.
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-Native American
casinos where we currently provide stand-alone ATM services, and Native American
casinos where we have both stand alone ATM and full service contracts. Of our 24
locations six (6) are full service deployments at Native American casinos and
the balance are ATM-only locations or credit card only (18 non-Native American
casinos/locations). Our customers represent a blend of the type and size of
gaming operations in the U.S. and Caribbean, including traditional markets like
Las Vegas, Native American reservations, and smaller markets like Florida and
Antigua.
Our full service locations all reside within the Native American 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 Antigua,
Florida, Nevada, New York, and California. Three of our full service customers
represented approximately 62% of our revenue for the year ended December 31,
2006.
There are no boundaries when identifying potential casino customers. In
the near future, we will focus our marketing efforts on the Native American
market, 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.
14
As part of our application for licenses and permits, members of our
board of directors ("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.
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, and Cash Systems, Inc.
Competition for business for outsourced cash access services 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. We
believe that our implementation of OnSwitchTM will materially change our
competitive situation, as no other service provider offers a competitive
enterprise payment solution. Although alternatives exist to the Postilion
platform on which one or more of our competitors could build a competing system,
we believe that Postilion is most appropriate for our industry and that we have
a substantial development head start that will allow us to capture market share.
It is possible that new competitors may engage in cash access services, some of
which may have greater financial resources, or that one or more competitors will
offer additional products. 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 and its subsequent acquisition of FastFunds Financial. We estimate that
Certegy has a 15% market share.
In addition to Global Cash Access and Certegy, we face competition from
Cash Systems, which is focused on gaming on Native American Reservations, with
an estimated 8% market share. We estimate our own market share at 2%. 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.
15
Employees
We currently have 43 full time employees, of which 31 employees are
engaged in operations, two in sales and marketing, two in information technology
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 or about October 14, 2004, Lake Street Gaming, LLC ("Lake Street")
filed a Complaint against us and our predecessor, iGames Entertainment, Inc.
(collectively, "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. 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.
We have reached a settlement in principal that is in the drafting
stage. The court, having been notified of the settlement, dismissed the action
on March 12, 2007. Pursuant to the terms of the settlement agreement, we will
pay Lake Street a total of $160,000.00 in an initial payment of $30,000.00 and
monthly payments of $4,333.33 for thirty (30) months. The settlement also
requires that certain stock be held in escrow and has a contingency for early
payment.
On or about October 26, 2006, we served a demand for arbitration on The
Campo Band of Kumeyaay Indians d/b/a The Golden Acorn Casino (the "Casino") and
on Ralph Goff, the tribe Vice Chairman, individually, and requested that the
Casino and Mr. Goff consent to the jurisdiction of the JAMS arbitrator in
Philadelphia. We filed the demand to recover damages we suffered as a result of
having our Financial Services Agreement wrongfully terminated by the Casino and
from being evicted from the Casino without sufficient notice. The Casino has
refused to consent to the jurisdiction of JAMS (i.e., the chosen arbitration
service) in Philadelphia. On or about March 1, 2007, the Casino served us with a
demand for arbitration that it purportedly filed with JAMS in San Diego,
California. The Casino allegedly seeks in excess of $922,826.73 in damages that
it claims resulted from our breach of the same Financial Service Agreement. We
have not consented to the jurisdiction of JAMS in San Diego, California. We
believe that the Casino's claims are without merit.
On or about November 8, 2006, Plaintiffs GFM LLC, The Grove Cinemas,
LLC and The Commons at Calabasas, LLC (collectively, "Plaintiffs") filed a
Complaint against Available Money Inc. and Money Centers of America
(collectively "MCA"), alleging that MCA breached lease agreements executed on
February 15, 2002 and January 7, 2004. Under the agreements, MCA rented from
Plaintiffs a portion of certain locations for purposes of an ATM machine. Due to
Money Centers' acquisition of Available Money, Inc., the original party to the
leases, Plaintiffs allege that the transfer was "unpermitted" and therefore a
breach of the lease. This case has just entered the discovery stage and a trial
date has not been set. Although MCA intends to vigorously defend this action,
this case has a likelihood of settling as the parties have already engaged in
settlement discussions and have agreed to engage in pro bono mediation.
16
On March 2, 2007, the trial of Ameristar Casino v. Money Centers of
America and Available Money (collectively, "MCA") was held in Gilpin County
District Court. Ameristar alleged that they permitted MCA to operate ATMs on its
property but did not pay the agreed-upon fees. At the end of a one-day trial,
the Court ruled in favor of MCA on the breach of contract claim and in favor of
Ameristar on an unjust enrichment claim, and awarded Ameristar $56,879 plus
statutory interest. With interest through March 20, 2007, the amount owed by MCA
as a result of the judgment is $67,019. The advisability of appeal is being
considered. The exposure to further loss on appeal is interest on the judgment
at 9% compounded annually while the appeal is pending, assuming the verdict is
not reversed.
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.
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
Memorandum. 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 card advance, Check Cashing Services
and CreditPlus marker services on an outsourcing basis to casinos, license our
OnSwitchTM transaction management system to casinos and merchant card
processing.
17
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 2006. We have also launched several new services in the
last 15 months, such as OnSwitchTM and Omni Network that have helped to
differentiate our product offering in the marketplace. 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.
We deployed our OnSwitchTM Transaction Management System (OnSwitchTM)
in January 2006. Though we feel confident that OnSwitchTM will differentiate us
from our competitors and create new sources of revenue for us, there is no
guarantee that the market will accept this new deployment strategy. Regardless
of the markets acceptance of this new deployment strategy, OnSwitchTM enables us
to gain complete control over our cash access booth operations and ATMs.
OnSwitchTM 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. OnSwitchTM permits us 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 OnSwitchTM, general operating procedures, field support,
and internal accounting processes will also be streamlined.
One of the obstacles with OnSwitchTM was that we had to achieve Payment
Card Industry ("PCI") compliance. PCI Compliance is a set of security standards
that were created by the major credit card companies (American Express, Discover
Financial Services, JCB, MasterCard Worldwide, and Visa International) to
protect their customers from increasing identity theft and security breaches.
After over a year of comprehensive updates of our systems, audits by Visa and
other actions, we are now PCI compliant. To our knowledge, we are the only PCI
compliant cash access vendor in the gaming industry.
Our management focused on improving our capital structure during 2006.
In August 2006 we raised $1.2 million in equity in a successful private
placement. In addition, at the end of 2006 we refinanced most of our outstanding
debt on a favorable basis, converting most of it from short term to long term,
reducing our interest rates and obtaining "interest only" payment terms. In
combination, these efforts have allowed us to pay off our highest cost capital
and increase our cash flow by over $700,000 per year.
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.
18
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 licensing OnSwitchTM , our transaction management system. In
addition to outsourcing the cash services operations, we now offer turn-key
processing capabilities for internal use by the casino. 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.
19
3. Execution of long-term and stable compacts for Native American 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
Native American 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, Native American 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 Native American Gaming market there are
virtually no credit services currently available. Approximately 26 of 29 states
that have approved Native American Gaming do not allow Native American 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 Native American casinos to issue
credit to players, providing Native American 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 Native American 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
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, Inc. ("Available Money"), which we
acquired in April of 2004. 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.
20
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.
Revenue Recognition. In general, we record revenue when persuasive
evidence of an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed or determinable,
and collectability is reasonably assured. The following policies reflect
specific criteria for our various revenue streams:
ATM's and Credit Cards. Fees earned from ATM and credit card advances
are recorded on the date of transaction.
Check Cashing: Revenue is recorded from the 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 negative bad debt
expense.
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.
21
Stock Based Compensation. Effective January 1, 2006, the Company adopted
the provisions of SFAS No. 123(R), "Share-Based Payment," under the modified
prospective method. SFAS No. 123(R) eliminates accounting for share-based
compensation transactions using the intrinsic value method prescribed under APB
Opinion No. 25 "Accounting for Stock Issued to Employees," and requires instead
that such transactions be accounted for using a fair-value-based method. Under
the modified prospective method, the Company is required to recognize
compensation cost for share-based payment to employees based on their grant date
fair value from the beginning of the fiscal period in which the recognition
provisions are first applied. For periods prior to adoption, the financial
statements are unchanged, and the pro forma disclosures previously required by
SFAS No. 123, as amended by SFAS No. 148, will continue to be required under
SFAS No. 123(R) to the extent those amounts differ from those in the Statement
of Operations.
Results of Operations
Year Ended December 31, 2006 vs. Year Ended December 31, 2005
Year Ended Year Ended
December 31, 2006 December 31, 2005
($) ($) Change ($)
------------------- -------------------- --------------
Net Loss (4,342,466) (1,666,167) (2,676,299)
Revenues 11,721,752 19,409,238 (7,687,486)
Cost of services 9,471,763 15,801,366 (6,329,603)
Commissions & Rents Paid 5,409,907 9,790,374 (4,380,467)
Wages & Benefits 2,135,686 2,284,970 (149,284)
Processing Fee & Service Charges 1,250,505 1,999,123 (748,618)
Bad Debts 92,953 723,850 (630,897)
ATM Lease Fees & Maintenance 197,166 489,379 (292,213)
Cash Replenishment Services 119,604 369,909 (250,305)
Other 265,942 143,761 122,181
Gross Profit 2,249,989 3,607,872 (1,357,883)
Selling, General and Administrative Expenses 1,968,572 2,238,904 (270,332)
Management Compensation 691,175 473,918 217,257
Professional Fees 237,101 800,826 (563,725)
Travel 254,133 275,583 (21,450)
Other 786,163 688,576 97,587
Noncash Compensation 2,111,402 91,225 2,020,177
Depreciation and amortization 355,309 941,079 (585,770)
Loss on impairment of goodwill 203,124 - 203,124
Settlement expenses 210,000 - 210,000
Interest expense, net (1,849,740) (1,997,438) 147,698
Other income (expenses) 105,692 (5,393) 111,085
Our net loss increased by approximately $2.7 million during the year
ended December 31, 2006 primarily due to a decrease in revenue from the loss of
the Sycuan contract in May of this year and the Valley View contract in 2005.
This loss in revenue resulted in a decrease in gross profit of approximately
$1,360,000. In addition, a increase in noncash compensation of approximately
$2,000,000 million reflecting one-time charges for noncash compensation during
2006 (related to the issuance of options to purchase 3,780,780 shares of our
common stock to our Chairman and CEO under our stock option plan), which options
were issuable pursuant to his employment agreement upon achievement of goals
established by the Board of Directors and were earned in December 2006 upon
completion of the refinance of our vault cash.
22
Our revenues as a whole decreased by approximately 38% during the year
ended December 31, 2006 as compared to the year ended December 31, 2005. The
Money Centers portfolio (consisting primarily of full-service casino contracts)
decreased 27.5% or approximately $3.6 million, We lost approximately $2 million
in revenues from the loss of the Sycuan contract which terminated on May 9, 2006
and approximately $845,000 from the loss of the Valley View contract in 2005,
and approximately $182,000 from the loss of the Campo contract in October 2006,
while the remaining Money Centers casinos had increased same store sales of 12%,
from same period last year. While the Available Money portfolio (consisting of
ATM contracts) decreased 65.6% or $4 million. This reflected a decision to
terminate unprofitable contracts from the Available Money portfolio as
demonstrated by the fact that gross profit increased.
Our selling, general and administrative expenses decreased by
approximately $270,000 during the year ended December 31, 2006 primarily due to
decreased legal expenses offset by increased management compensation resulting
from a full year's compensation to our chief financial officer (who began in May
2005) and payment of contractual bonuses to our chief executive officer that he
waived in 2005. Other selling, general and administrative expenses were
relatively unchanged from the year ended December 31, 2005.
Our interest expense decreased $147,698 during the year ended December
31, 2006 mostly due to a decrease in the use of cash because of our termination
of unprofitable contract and the non renewal of others. This was offset by
$147,901 in non cash interest related to bridge notes we raised in 2005.
Our other expenses decreased during the year ended December 31, 2006
because we had debt forgiveness on a settlement of debt off set by one time cost
of closing the Sycuan casino in the second quarter of 2006.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements during the year ended
December 31, 2006 that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to our investors.
Changes in Financial Position, Liquidity and Capital Resources
Year ended Year ended
December 31, December 31,
2006 ($) 2005 ($) Change ($)
Net Cash (Used in) Provided by Operating Activities (1,393,257) 111,270 (1,504,527)
Net Cash Used in Investing Activities (524,560) (683,039) 150,479
Net Cash Provided by Financing Activities 272,352 2,215,944 (1,943,592)
Net cash used in operations decreased by approximately $1.5 million,
primarily due to a increase in our net loss combined with payment of our
accounts and commissions payable. Net cash used in investing activities
decreased due to the fact we have financed our new ATM purchases in 2006.
Net cash provided by financing activities decreased during the year
ended December 31, 2006 primarily due to reductions in the outstanding balance
of our vault cash facility because we require less vault cash after the
expiration of the Sycuan contract, combined with the fact we raised $1,080,000
(net of commissions) from the private placement of equity and used the proceeds
in part to pay off short term notes.
23
A significant portion of our existing indebtedness prior to December
28, 2006 was associated with our vault cash line of credit of $7,000,000 with
Mercantile Capital, L.P., which we used to provide vault cash for our casino
operations at most locations. Vault cash is 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 accrued 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 had a maturity date of May
31, 2006. 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 the Prime
Rate.
On December 28, 2006, the Mercantile line of credit was converted to a
$2,525,000 term loan maturing December 31, 2008 and bearing interest at 12.75%,
payable monthly. The principal balance due to Mercantile above $2,525,000 was
repaid with a portion of the proceeds from a $4,750,000 term loan from Baena
Advisors, LLC. This loan bears interest at 30-day LIBOR plus 13%, payable
monthly, and is due February 28, 2009. Baena Advisors, LLC is owned by the
brother of our Chief Executive Officer. One of our directors, John Ziegler, Jr.,
is a manager of Baena Advisors, LLC.
In September and October 2005 we borrowed $800,000 from individuals,
including the uncle and brother of our Chief Executive Officer, pursuant to
convertible notes that bore interest at 10% per annum and matured in September
and October of 2006. $550,000 of this amount has been repaid. We have reached an
agreement in principle to refinance the remaining $250,000, together with
accrued interest, by a $300,000 increase in the Baena Advisors facility.
In addition, two of our casino customers provide vault cash lines of
credit for our activities at their casinos. These facilities are unsecured and
bear interest rates ranging from zero to 9%.Our debt is used primarily 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 to 48
hours, a significant amount of cash is required to fund our operations due to
the magnitude of our transaction volume. 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%.
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. We
currently are making $5,000 principal payments per month. The current principal
balance outstanding is $30,000. In addition, we issued the lender warrants to
purchase 50,000 shares of our common stock at an exercise price of $.33 per
share.
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.
24
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 $20,819,663 as of December 31, 2006
and our net losses and cash used in operations of $4,342,466 and $1,393,257,
respectively, for the year ended December 31, 2006, 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 2006 or at any time in the future.
25
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 of our subsidiary as of
March 31, 2007.
Name Age Current Position(s) with Company
---------------------------- ----- ---------------------------------------------
Christopher M. Wolfington 41 Chairman of the Board of Directors, Chief
Executive Officer and President
Jason P. Walsh 29 Chief Operating Officer, Chief Financial
Officer, Secretary and Treasurer
Jeremy Stein 39 Director
Jonathan P. Robinson 42 Director
Dennis Gomes 63 Director
John Ziegler, Jr. 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 directors, 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 our Chairman since our 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.
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."
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 Airclic, 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.
26
Dennis Gomes - Mr. Gome's background is in law enforcement as an
investigator of casino operations in Nevada and New Jersey. Having earned an
undisputed reputation for character and integrity through his numerous
senior-level operational positions throughout his career, Gomes served as
President of the Tropicana Casino & Resort and Trump Taj Mahal Hotel & Casino in
Atlantic City and as President of The Golden Nugget Hotel & Casino in Las Vegas.
John Ziegler, Jr. - Since June of 2002, Mr. Ziegler has been the Principal
and Executive Vice President of the M.F. Irvine Companies. From 1995 to 2002,
Mr. Ziegler was the Chief Financial Officer of Wilcox & Gibbs. Mr. Ziegler
received a B.S. in business and economics from Lafayette College in 1990. Mr.
Ziegler is a manager of Baena Advisors, LLC, a lender to the Company.
Mr. Ziegler is Mr. Wolfington's brother-in-law. There are no other family
relationships among any of our directors or executive officers.
EXECUTIVE COMPENSATION
The following table presents compensation information for the year
ended December 31, 2006 for our principal executive officer and our two most
highly compensated executive officers (other than the principal executive
officer) whose total annual salary and bonus exceeded $100,000 during such
fiscal year (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
-------------------------------------------- -------- ------------ ------------- ------------ -------------- --------------
Option All Other
Name and Principal Position Year Salary Bonus Awards Compensation Total
-------------------------------------------- -------- ------------ ------------- ------------ -------------- --------------
Christopher M. Wolfington, Chairman, Chief 2006 $350,000 $204,994 (1) $1,888,122 $39,359(2) $2,482,475
Executive Officer
-------------------------------------------- -------- ------------ ------------- ------------ -------------- --------------
Jason P. Walsh, Chief Financial Officer, 2006 $145,000 $25,000 $181,320 0 $351,320
Chief Operating Officer, Secretary &
Treasurer
-------------------------------------------- -------- ------------ ------------- ------------ -------------- --------------
(1) Includes $29,994 in sales commissions on contracts in place prior to 2004.
(2) Includes $35,761 in automobile expense and $3,598 in life insurance
premiums.
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 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, under the terms of his employment
agreement Mr. Wolfington was entitled to receive options to purchase 3,780,780
shares of our common stock at an exercise price of $0.01, upon the
accomplishment of performance goals established by the Board of Directors in
2004, which the Board concluded had been satisfied by the equity private
placement and debt refinancings in 2006. 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
27
immediately prior to the change of 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.
Jason P. Walsh's 2006 compensation as our Chief Operating Officer,
Chief Financial Officer, Secretary and Treasurer is governed by a May 2005
employment agreement, as amended in October 2005. Mr. Walsh's minimum annual
salary is $145,000 and he receives annual bonus compensation of up to $25,000
per year. In addition, Mr. Walsh was granted options to purchase 200,000 shares
of our common stock with an exercise price of $.42 per share, of which 50,000
vested immediately, 50,000 vested after one year and the remainder vested after
two years. Effective December 31, 2006 (the original expiration date), Mr.
Walsh's employment agreement was amended and restated to provide for an annual
salary of $170,000 and no bonus compensation. Mr. Walsh also received options to
purchase 500,000 shares of our common stock at an exercise price of $0.38 per
share, based on the market price at the time of grant. 50% of these options vest
July 1, 2007 with the remainder vesting December 31, 2007. In the event Mr.
Walsh's employment is terminated prior to the then-current expiration date by us
without good cause, as defined in the employment agreement, or Mr. Walsh elects
early termination with good reason, as defined in the employment agreement, and
such termination is within six months following a change in control, as defined
in the employment agreement, Mr. Walsh will receive 100% of his annual salary in
effect as of the date of such termination for a period of one year. In addition,
Mr. Walsh would be entitled to payment of accrued but unused vacation time
through the termination date and all unvested stock options held by Mr. Walsh
would automatically vest.
Repricing of Options
We have not adjusted or amended the exercise price of any stock options.
Outstanding Equity Awards at Fiscal Year-End
---------------------- ---------------------------------------------------------------------------------------
Option Awards
---------------------- ---------------------------------------------------------------------------------------
Name Number of Securities Number of Securities Option Exercise Option
Underlying Underlying Unexercised
Unexercised Options Options Price
(#) Exercisable (#) Unexercisable ($) Expiration Date
---------------------- ---------------------- ------------------------ - ------------------ ------------------
Christopher 2,620,000 .01 1/2/2014
Wolfington
---------------------- ---------------------- ------------------------ - ------------------ ------------------
Christopher 3,780,780 .01 12/28/2016
Wolfington
---------------------- ---------------------- ------------------------ - ------------------ ------------------
Jason P. Walsh 100,000 100,000 .42 6/14/2014
---------------------- ---------------------- ------------------------ - ------------------ ------------------
Jason P. Walsh 100,000 .01 11/15/2016
---------------------- ---------------------- ------------------------ - ------------------ ------------------
Jason P. Walsh 200,000 .26 11/15/2016
---------------------- ---------------------- ------------------------ - ------------------ ------------------
Under the terms of his employment agreement Mr. Wolfington was entitled
to receive options to purchase 3,780,780 shares of our common stock at an
exercise price of $0.01, upon the accomplishment of performance goals
established by the Board of Directors, which the Board concluded had been
satisfied by the equity private placement and debt refinancings in 2006. These
grants represent approximately 84% of the options granted to our employees in
the fiscal year ended December 31, 2006. In October 2006, the Compensation
Committee determined to grant to Mr. Walsh options to purchase 100,000 shares of
our common stock at an exercise price of $0.01 per share, and options to
purchase 200,000 shares of our common stock at an exercise price of $0.26 per
share, which equaled the market price as of the date of grant, based on an
evaluation of his overall contribution to our business.
28
Long Term Incentive Plans
We currently do not have any long-term incentive plans.
Director Compensation
------------------------ -------------------------------- -------------------------- --------------
Name Fees Earned or Paid in Cash Option Awards Total
($) ($) ($)
------------------------ -------------------------------- -------------------------- --------------
Jonathan Robinson $2,500 $25,960(1) $28,460
------------------------ -------------------------------- -------------------------- --------------
Jeremy Stein 0 $25,960 (2) $25,960
------------------------ -------------------------------- -------------------------- --------------
Wayne DiMarco $2,500 $25,960 (3) $28,460
------------------------ -------------------------------- -------------------------- --------------
Barry Bekkedam(5) $2,500 $25,960 (4) $28,460
------------------------ -------------------------------- -------------------------- --------------
(1) As of December 31, 2006, Mr. Robinson held options to purchase 150,000
shares of common stock.
(2) As of December 31, 2006, Mr. Stein held options to purchase 350,000 shares
of common stock.
(3) As of December 31, 2006, Mr. DiMarco held options to purchase 170,000 shares
of common stock. Mr. DiMarco resigned as a director in March 2007.
(4) As of December 31, 2006, Mr. Bekkedam held options to purchase 150,000
shares of common stock.
(5) Mr. Bekkedam resigned as a director in November 2006.
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 annual grant of options to purchase 100,000 shares of our common
stock at an exercise price equal to the closing sales price of our common stock
on the date of grant.
29
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 April 10, 2007 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 March 28, 2006, 25,291,136 shares
of our common stock were issued and outstanding.
Name and Address of Beneficial Position Amount and Nature of Percentage of Class
Owner (1) Beneficial Ownership (1)
------------------------------------- ------------------- ------------------------------- -------------------------------
Christopher M. Wolfington President, Chief 23,470,383 (2) 63.12
Executive Officer,
700 South Henderson Road, Chairman of the
Ste. 325 Board
King of Prussia, PA 19406
Jason P. Walsh Chief Operating 532,500 (3) 1.70
700 South Henderson Road Officer, Chief
Ste. 325 Financial Officer, Secretary &
King of Prussia, PA 19406 Treasurer
Jeremy Stein Director 410,000 (4) 1.32
301 Yamato Road, Suite 2199
Boca Raton, FL 33431
Dennis Gomes Director 400,000(5) 1.28
615 E. Lost Pine Way
Galloway, NJ 08205
Jonathan Robinson Director 175,000 (6) *
700 S. Henderson Road
King of Prussia, PA 19406
John Ziegler, Jr. Director 115,000(7) *
21 E. 5th Avenue
Conshohocken, PA 19428
--------------------------- --------------------------
All Executive Officers and 25,102,883 64.89
Directors as a group (6 persons
* Less than 1%
30
(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 options to purchase 6,415,780 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 521,759 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 options to purchase 500,000 shares of common stock and warrants
to purchase 12,500 shares of common stock.
(4) Includes options to purchase 350,000 shares of Common Stock.
(5) Includes options to purchase 100,000 shares of Common Stock and
warrants to purchase 300,000 shares of Common Stock held by Gomes
Gaming Management, LLC.
(6) Includes options to purchase 150,000 shares of Common Stock.
(7) Includes options to purchase 100,000 shares of Common Stock.
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 April 10, 2007 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.
31
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 10.3% 0%
Wolfington(2)
J. Eustace Wolfington 415,157 0 415,157 1.4% 0%
Sean J. Wolfington 392,157 0 392,157 1.3% 0%
Whitehorse Capital Partners, 500,000 300,000 200,000 1.6% *
L.P.
David E. and Mary J. 80,000 0 80,000 * 0%
Dickerson, Trustees
Gabriel Ferrer 1,000,000 0 1,000,000 3.3% 0%
Michael J. Wolfe 1,000,000 0 1,000,000 3.3% 0%
Bomoseen Associates, LP 1,000,000 0 1,000,000 3.3% 0%
Adam Runyan 220,000 0 220,000 * 0%
Thomas Baldacchino 200,000 0 200,000 * 0%
Samuel DeMaio 200,000 0 200,000 * 0%
Norman Getz 200,000 0 200,000 * 0%
Patrick Larbuisson 225,000 25,000 200,000 * *
Thomas Smith 200,000 0 200,000 * 0%
Gerald Jones 200,000 0 200,000 * 0%
Michael and Amy Bernath 100,000 0 100,000 * 0%
Zachary Gomes 100,000 0 100,000 * 0%
Jeffrey and Shell MacNeil 100,000 0 100,000 * 0%
Glenn Rose 90,000 0 90,000 * 0%
Eric Rand 65,550 (3) 0 65,500 * 0%
Jeremy Stein 60,000 0 60,000 * 0%
Stephen Deblasio 50,000 0 50,000 * 0%
Stanley Merdinger 25,000 0 25,000 * 0%
Barry R. Bekkedam 148,000 125,000 23,000 * *
Harry J. Wolfington 62,500 (3) 0 62,500 * 0%
Jason P. Walsh 32,500 (4) 0 32,500 * 0%
David Van Horn 25,000 (3) 0 25,000 * 0%
VFinance Investments, Inc. 24,250 (3) 24,250 * 0%
Steven Lloyd 12,500 (3) 0 12,500 * 0%
Joseph Jaquinto 12,500 (3) 0 12,500 * 0%
Lewis Levenstein 10,200 (3) 0 10,200 * 0%
---------------------------------- ---------------------
* Less then one percent (1%)
-----------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on 30,524,853 shares of our common stock issued and
outstanding as of December 31, 2006.
(2) Mr. Wolfington is our Chairman, Chief Executive Officer and President.
(3) Represents shares issuable on the exercise of warrants.
(4) Includes 12,500 shares issuable on the exercise of warrants.
32
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.
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.
33
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.
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.
34
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
IntuiCode, LLC provides us with product development, deployment and
maintenance services on a monthly basis for cash compensation determined on a
project-by-project basis. We paid IntuiCode approximately $168,280 during the
year ended December 31, 2006. Jeremy Stein, a member of our Board of Directors,
holds approximately 1.32% of our stock (including shares subject to options) is
also the Chief Executive Officer and the holder of approximately 43% of the
outstanding membership interests of IntuiCode. The value of Mr. Stein's interest
in payments made to IntuiCode in 2006 was $72,360. 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.
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.
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).
From March to May 2006 we borrowed $75,000 from our Chief Executive
Officer's father. These loans bear interest at 10% per annum with terms of nine
months. Warrants to purchase an aggregate of 37,500 shares of our common stock
at an exercise price of $0.01 per share were issued to the lender.
On December 28, 2006, we entered into a Credit and Security Agreement
(the "Credit Agreement") with Baena Advisors, LLC ("Baena") pursuant to which
Baena advanced $4,750,000 to us. The proceeds of this loan were used to repay
outstanding indebtedness, as described in "Management's Discussion and Analysis
- Changes in Financial Position, Liquidity and Capital Resources." Baena is
owned by Sean Wolfington, the brother of our Chief Executive Officer and
Chairman. One of our directors, John Ziegler, Jr., is a manager of Baena
Advisors, LLC.
The loan bears interest at a rate equal to 30-day LIBOR plus 13%,
payable monthly. The principal amount of the loan, together with accrued but
unpaid interest, is due and payable February 28, 2009; provided that Baena may
extend the term of the Loan to February 28, 2011. In addition, we pay Baena a
monthly loan fee of $3,000. Our obligations under the Credit Agreement are
secured by the grant of a security interest in all of our assets and are
guaranteed by our Chief Executive Officer and his wife. This guaranty is secured
by a pledge of all of the shares of our common stock held by our Chief Executive
Officer.
In connection with the making of the loan, we issued to Baena warrants
to purchase an aggregate of 2,000,000 shares of our common stock at an exercise
price of $0.01 per share. The warrants expire February 28, 2011.
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.
35
As of the date of this prospectus, there are 30,162,353 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.
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.
36
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
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, 2005, 2006 and 2007 (through March 31, 2007), which information was
provided by NASDAQ Trading and Market Services.
37
Year ending December 31, 2007
Quarter ended: High Bid Low Bid
March 31, 2007 0.55 0.33
--------------------------------------------------------------------------------
Year ending December 31, 2006
Quarter ended: High Bid Low Bid
December 31, 2006 0.64 0.14
September 30, 2006 0.38 0.28
June 30, 2006 0.43 0.25
March 31, 2006 0.37 0.32
--------------------------------------------------------------------------------
Year ended 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 0.45 0.34
--------------------------------------------------------------------------------
The above quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not reflect actual transactions. On
March 31, 2007, the closing bid price for our common stock was $0.55 per share.
Holders
As of December 31, 2006, we had 70 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 January 2004, prior
to the acquisition, these 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.
38
Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------ --------------------- ------------------------ ----------------------------
Number of
securities to be
issued upon
exercise of Weighted average Number of securities
outstanding exercise price of remaining available for
options, warrants outstanding options, future issuance under
and rights warrants and rights equity compensation plans
------------------------------------------ --------------------- ------------------------ ----------------------------
Equity compensation plans approved by 7,960,780 $0.10 0
security holders
------------------------------------------ --------------------- ------------------------ ----------------------------
Equity compensation plans not approved
by security holders - N/A 0
------------------------------------------ --------------------- ------------------------ ----------------------------
Total - N/A 0
------------------------------------------ --------------------- ------------------------ ----------------------------
There were no other securities authorized for issuance under equity
compensation plans at December 31, 2006.
EXPERTS
The consolidated financial statements of Money Centers of America, Inc.
as of December 31, 2006 and for the fiscal years ended December 31, 2005 and
2006 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.
39
FINANCIAL STATEMENTS
Index to Financial Statements
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheet F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Changes in Stockholders' Deficit F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6 - F-29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee
Money Centers of America, Inc.
We have audited the accompanying consolidated balance sheet of Money Centers of
America, Inc. and Subsidiaries as of December 31, 2006 and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for the years ended December 31, 2006 and 2005. 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 audits.
We conducted our audits 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
consolidated 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
audits provide 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. and Subsidiaries as of December 31, 2006 and the results of their
operations and their cash flows for the years ended December 31, 2006 and 2005,
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 14 to
the financial statements, the Company has suffered recurring losses from
operations, has net cash used in operations, a net working capital deficit, a
stockholders' deficit and an accumulated deficit that raises substantial doubt
about its ability to continue as a going concern. Management's plan in regard to
these matters is also described in Note 14. The consolidated 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 8, 2007
F-1
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2006
ASSETS
Current assets:
Restricted cash $4,619,383
Accounts receivable 30,184
Prepaid expenses and other current assets 270,598
-------------
Total current assets 4,920,165
Property and equipment, net 1,063,124
Other assets
Intangible assets, net 1,172,219
Deferred financing costs 1,149,547
Deposits 55,397
-------------
Total other assets 2,377,163
-------------
Total assets $8,360,452
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $499,663
Accrued interest 109,028
Accrued expenses 702,203
Current portion of capital lease 209,620
Convertible notes payable, related party 250,000
Lines of credit 3,045,177
Due to officer 119,130
Commissions payable 855,781
------------
Total current liabilities 5,790,602
Long-term liabilities:
Capital lease, net of current portion 483,263
Note payable, related party 4,750,000
Notes payable, net of debt discount 2,467,668
------------
Total long-term liabilities 7,700,931
Total liabilities 13,491,533
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
30,524,853 shares issued and outstanding 305,248
Additional paid-in capital 15,383,334
Accumulated deficit (20,819,663)
------------
Total stockholders' deficit (5,131,081)
------------
Total liabilities and stockholders' deficit $8,360,452
============
See accompanying notes to consolidated financial statements.
F-2
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED
DECEMBER 31,
-----------------------------------------
2006 2005
-----------------------------------------
Revenues $11,721,752 $19,409,238
Cost of revenues 9,471,763 15,801,366
-----------------------------------------
Gross profit 2,249,989 3,607,872
Selling, general and administrative expenses 1,968,572 2,238,904
Noncash Compensation 2,111,402 91,225
Depreciation and amortization 355,309 941,079
Loss on impairment of goodwill 203,124 --
Settlement Expenses 210,000 --
-----------------------------------------
Operating income (loss) (2,598,418) 336,664
Other income (expenses):
Interest income 16,471 18,130
Interest expense (1,718,309) (1,947,283)
Noncash interest expense (147,902) (68,285)
-----------------------------------------
Total Interest expense, net (1,849,740) (1,997,438)
-----------------------------------------
Other income 234,068 1,650
Other expenses (128,376) (7,043)
-----------------------------------------
Total other income (expenses) 105,692 (5,393)
-----------------------------------------
Net loss $(4,342,466) $(1,666,167)
=========================================
Net loss per common share-basic $(0.14) $(0.07)
=========================================
Net loss per common share-diluted $(0.14) $(0.07)
=========================================
Weighted Average Common Shares Outstanding During the period
-Basic 30,524,853 25,179,895
=========================================
-Diluted 30,524,853 25,179,895
=========================================
See accompanying notes to consolidated financial statements.
F-3
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Common Stock Additional Total
($.01 par value) Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Deficit
------------- -------------- ------------- ---------------- ---------------
Balance, December 31, 2004 23,967,664 $239,676 $10,445,133 $(14,811,030) $(4,126,221)
Issuance of common stock for services 75,000 750 57,000 -- 57,750
Sale of common stock, net of offering costs 984,314 9,843 469,657 479,500
Exercise of stock options 180,000 1,800 -- 1,800
Beneficial conversion feature for 162,500 warrants 190,337 190,337
Issuance of 60,000 warrants to consultants 27,414 27,414
Net Loss (1,666,167) (1,666,167)
------------- --------------- ------------ ---------------- ---------------
Balance, December 31, 2005 25,206,978 252,069 11,189,541 (16,477,197) (5,035,587)
------------- --------------- ------------ ---------------- ---------------
Issuance of common stock for services 15,375 154 5,587 5,741
Sale of common stock, net of offering costs 5,100,000 51,000 1,062,390 1,113,390
Exercise of stock options 202,500 2,025 4,000 6,025
Note discount 37,500 warrants issued 10,305 10,305
Issuance of warrants to consultants/lender -- -- 1,014,582 1,014,582
Vesting of employee stock options 27,487 27,487
Issuance of options for services -- -- 2,069,442 2,069,442
Net Loss (4,342,466) (4,342,466)
------------- --------------- ------------ ---------------- ---------------
Balance, December 31, 2006 30,524,853 $305,248 $15,383,334 $(20,819,663) $(5,131,081)
============= =============== ============ ================ ===============
See accompanying notes to consolidated financial statements.
F-4
MONEY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
December 31,
----------------------------
2006 2005
----------------------------
Cash flows from operating activities:
Net loss $(4,342,466) $(1,666,167)
Adjustments used to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation and amortization 355,309 941,079
Amortization of debt discount 138,156 68,313
Issuance of warrants for services 15,782 27,414
Issuance of common stock for services 5,741 57,750
Issuance of stock options for services 2,096,929 --
Write off of goodwill 203,123 --
Settlement with vendor other income (181,576) --
Changes in operating assets and liabilities:
Increase (decrease) in:
Accounts payable (519,530) (45,219)
Accrued interest (7,933) 34,071
Accrued expenses 516,601 54,187
Commissions payable (82,119) 197,144
(Increase) decrease in:
Prepaid expenses and other current assets (29,334) 34,074
Accounts receivable 312,558 465,424
Proceeds from refundable deposit 126,000 43,200
Deposits (500) (100,000)
----------------------------
Net cash (used in) provided by operating activities (1,393,259) 111,270
Cash flows from investing activities:
Purchases of property and equipment (105,990) (171,338)
Cash paid for acquisition and intangible assets (294,470) (496,176)
Cash paid for loan cost on convertible debt (124,100) (15,525)
----------------------------
Net cash used in investing activities (524,560) (683,039)
Cash flows from financing activities:
Net change in lines of credit (4,450,643) 1,919,869
Capital lease obligation
Payments on capital lease obligations (152,960) (105,515)
Repayments of loans payable -- (500,000)
Advances to officer (251,200) (164,575)
Proceeds from notes payable 7,350,000 25,000
Payments on notes payable (3,342,259) (140,135)
Proceeds from issuance of convertible promissory notes -- 700,000
Sale of common stock, net of $161,620 and $22,500 of offering costs, respectively 1,113,391 479,500
Exercise of stock options and warrants 6,025 1,800
----------------------------
----------------------------
Net cash provided by financing activities 272,354 2,215,944
NET (DECREASE) INCREASE IN CASH (1,645,465) 1,644,175
CASH, beginning of year 6,264,848 4,620,673
----------------------------
CASH, end of year $4,619,383 $6,264,848
============================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $1,718,309 $1,947,283
============================
Supplemental disclosure on non-cash investing and financing activities:
Acquisition of software $ -- $43,000
============================
Acquisition of equipment under capital lease $563,288 $6,246,388
============================
Exchange for reduction in note payable due to litigation $ -- $150,000
============================
Exchange for reduction in loan payable due to litigation $ -- $1,500,000
============================
Reduction of loan payable officer in exchange for related accrual $43,750 $4,175,000
============================
Record beneficial conversion feature for convertible debt and detachable warrants $ -- $190,337
============================
Settlement with vendor $ -- $170,000
============================
Record beneficial conversion feature for convertible debt and detachable warrants $10,305 $ --
============================
Issuance of warrants to lender $998,800 $ --
============================
See accompanying notes to consolidated financial statements.
F-5
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 1 - Organization
Money Centers of America Inc. (the "Company" or "MCA"), a Delaware corporation,
was incorporated in October 1997. The Company is a single source provider of
cash access services, ONSwitch(TM) Transaction Management System, and the Omni
Network 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), cash
access host program, customer data sharing and merchant card processing.
Note 2 - Basis of Presentation and Significant Accounting Policies
(A) 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.
(B) Principles of Consolidation
The Company consolidates its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
(C) Use of Estimates
In preparing financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and revenues and expenses during the periods presented. Actual
results may differ from these estimates.
Significant estimates during 2006 and 2005 include depreciable lives on
equipment, the valuation of stock options granted for services, the value of
warrants issued in connection with debt related financing, valuation of
intangible assets not having finite lives and the valuation allowance for
deferred tax assets since the Company had continuing operating losses.
(D) Cash and Cash Equivalents and Compensating Balances
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.
The Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At December 31, 2006, the balance
exceeded the federally insured limit by $4,387,355. 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.
Additionally, the Company had $30,000 maintained under a compensating balance
agreement. The $30,000 is retained due to potential dishonorment of bad checks
that are unforeseen. There is an informal agreement between our bank and our
lender that requires this compensating balance agreement.
F-6
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(E) Restricted Cash
Restricted cash is the balance of cash that is in the Company's bank accounts
and network that is used as collateral for our asset based lender (See Note 5).
The Company does not have access to this cash unless there is an amount over and
above the required amount of collateral. In order to pay operating expenses, the
Company requests that the asset based lender transfer funds into the Company's
unrestricted cash accounts. The restricted cash balance at December 31, 2006 was
$4,619,383.
(F) Accounts Receivable
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,
2006 and 2005.
(G) Equipment
Equipment is stated at cost, less accumulated depreciation. Expenditures for
maintenance and repairs are charged to expense as incurred. Equipment consists
primarily of cash access devices and computer equipment. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets, which ranges from five to seven years.
(H) Long Lived Assets
The Company accounts for long-lived assets in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No.144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No.144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell the asset. There were no impairment charges taken during the year
ended December 31, 2006.
(I) Goodwill, Intangibles and Related Impairment
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. The Company 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. During 2006, the
Company evaluated the carrying value of goodwill and wrote off the remaining
balance. An impairment charge of $203,124 was recorded.
(J) 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.
F-7
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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. At December 31, 2006 and 2005, no such write-offs
were required.
At December 31, 2006, the net book value of capitalized software was $1,171,977.
Amortization expense for the years ended December 31, 2006 and 2005 was $7,897
and $7,897, respectively.
(K) Deferred Financing Costs
Deferred financing costs are capitalized and amortized over the term of the
related debt. At December 31, 2006, the gross amount of deferred financing costs
was $1,299,183 and related accumulated amortization was $149,636. At December
31, 2006 the Company reflects in the accompanying consolidated balance sheet net
deferred financing costs of $1,149,547. Amortization of deferred financing costs
was $38,701 and $47,501 for the years ended December 31, 2006 and 2005,
respectively.
(L) Derivative Liabilities
In order to determine whether the Company has derivative liabilities, the
Company reviewed SFAS No.133, SFAS No.150, EITF No.00-19, EITF No.00-19-2 and
EITF No.05-02, "The Meaning of Convertible Debt Instrument in Issue No.00-19."
Pursuant to the terms of the Company outstanding convertible debt and the
associated detachable freestanding warrants, management determined that no
instruments should be classified as derivative liabilities. Additionally, there
are no other issued and outstanding instruments which require the application of
the aforementioned references.
(M) Revenue Recognition
The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin No.104 for revenue recognition. In general, the
Company records revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably assured.
The following policies reflect specific criteria for the various revenue streams
of the Company:
(1) ATM's and Credit Cards
Fees earned from ATM and credit card advances are recorded on the date of
transaction.
(2) 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
expense. 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, 2006 and 2005,
respectively.
F-8
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(N) Cost of Revenues
The cost of revenues primarily includes commissions paid, non management wages,
employee benefits, bad debts, rents paid to contract lessors, transaction
processing costs, cash replenishment fees, non-capitalizable operating lease
fees for ATM's and repairs and maintenance of ATM's.
(O) Advertising
In accordance with Accounting Standards Executive Committee Statement of
Position 93-7, ("SOP 93-7") costs incurred for producing and communicating
advertising of the Company, are charged to operations as incurred. Advertising
expense for the years ended December 31, 2006 and 2005 were $45,755 and $44,744,
respectively.
(P) Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
No.109 "Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period, which includes the enactment date.
(Q) Fair Value of Financial Instruments
Statement of Financial Accounting Standards No.107, "Disclosures about Fair
Value of Financial Instruments," requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate the value. For purpose of this disclosure, the fair value of a
financial instrument is the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced sale or
liquidation.
The carrying amounts of the Company's short-term financial instruments,
including accounts receivable, accounts payable and accrued expenses,
commissions payable, notes payable, convertible notes payable, net of debt
discount, line of credit and due to related party approximate fair value due to
the relatively short period to maturity for these instruments.
(R) Earnings per Share
In accordance with Statement of Financial Accounting Standards No.128, "Earnings
per Share," basic earnings per share is computed by dividing the net income
(loss) less preferred dividends for the period by the weighted average number of
shares outstanding. Diluted earnings per share is computed by dividing net
income (loss) less preferred dividends by the weighted average number of shares
outstanding including the effect of share equivalents. Common share equivalents
consist of shares issuable upon the exercise of certain common stock purchase
warrants, stock options, and convertible preferred stock. The Company has
excluded these common share equivalents from its computation of earnings per
share due to their antidilutive effect as the Company has reflected a net loss
at December 31, 2006 and 2005, respectively. Accordingly, the basic and diluted
EPS are the same.
At December 31, 2006 and 2005 there were 9,683,836 and 6,671,111 shares of
issuable common stock underlying the options, warrants and convertible debt
securities, respectively.
F-9
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The following table summarizes all common stock equivalents outstanding at
December 31, 2006 and 2005, respectively.
2006 2005
---- ----
Common stock options 3,565,000 3,602,500
Common stock warrants 7,960,780 1,457,500
Convertible notes payable 555,556 1,611,111
Total Common Stock Equivalents 12,081,336 6,671,111
(S) Stock Based Compensation
Effective January 1, 2006, the Company adopted the provisions of SFAS No.123(R),
"Share-Based Payment," under the modified prospective method. SFAS No.123(R)
eliminates accounting for share-based compensation transactions using the
intrinsic value method prescribed under APB Opinion No.25 "Accounting for Stock
Issued to Employees," and requires instead that such transactions be accounted
for using a fair-value-based method. Under the modified prospective method, the
Company is required to recognize compensation cost for share-based payment to
employees based on their grant date fair value from the beginning of the fiscal
period in which the recognition provisions are first applied. For periods prior
to adoption, the financial statements are unchanged, and the pro forma
disclosures previously required by SFAS No.123, as amended by SFAS No.148, will
continue to be required under SFAS No.123(R) to the extent those amounts differ
from those in the Statement of Operations.
During 2006 and 2005, the Company granted 4,480,780 and 477,500 options,
respectively to employees that were accounted for pursuant to SFAS No.123(R) and
123, respectively.
During 2006 and 2005, the Company granted 2,182,500 and 672,500 warrants,
respectively to non-employees that were accounted for pursuant to SFAS No.123(R)
and 123, respectively.
See detailed discussion of stock based compensation in Note 9.
(T) Recent Accounting Pronouncements
In February 2006, the Financial Accounting Standards Board issued Statement
No.155 ("FAS No 155"), "Accounting for Certain Hybrid Instruments: An Amendment
of FASB Statements No.133 and 140." Management does not believe that this
statement will have a significant impact as the Company does not use such
instruments.
In May 2006, the SEC announced that the compliance date for non-accelerated
filers pursuant to Section 404 of the Sarbanes-Oxley Act had been extended.
Under the latest extension, a company that is not required to file its annual
and quarterly reports on an accelerated basis must begin to comply with the
internal control over financial reporting requirements for its first fiscal year
ending on or after July 15, 2008, which, for us, is effective for fiscal 2008
beginning January 1, 2008. This is a one-year extension from the previously
established July 15, 2007 compliance date established in September 2005. The SEC
similarly extended the compliance date for these companies relating to
requirements regarding evaluation of internal control over financial reporting
and management certification requirements. We are currently evaluating the
impact of Section 404 of the Sarbanes-Oxley Act on our results of operations,
cash flows or financial condition.
In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No.48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No.109" ("FIN 48"), which provides criteria for
the recognition, measurement, presentation and disclosure of uncertain tax
positions. A tax benefit from an uncertain position may be recognized only if it
is "more likely than not" that the position is sustainable based on its
technical merits. The provisions of FIN 48 are effective for fiscal years
beginning after December 15, 2006. The Company does not expect FIN 48 will have
a material effect on its consolidated financial condition or results of
operations.
F-10
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") 108 which
provides interpretive guidance on how the effects of the carryover or reversal
of prior year misstatements should be considered in quantifying a current year
misstatement. SAB 108 is effective for the first interim period following the
first fiscal year ending after November 15, 2006, which, for us, is effective
for fiscal 2007 beginning January 1, 2007. We believe that the adoption of SAB
108 will not have a material impact on the Company's results of operations, cash
flows or financial condition.
The Company does not believe that any other recently issued, but not yet
effective accounting standards will have a material effect on the Company's
consolidated financial position, results of operations or cash flows.
Note 3 - Equipment
The major classes of property and equipment at December 31, 2006 are as follows:
Classification Estimated Life
------------------- --------------
Equipment 5 years $1,912,052
Furniture 5-7 years 101,578
--------------
2,013,630
Less: accumulated depreciation (950,506)
--------------
Equipment, net $1,063,124
==============
Depreciation expense for property and equipment for the years ended December 31,
2006 and 2005 was $249,349 and $227,041 respectively.
Of the totals presented above, capitalized equipment under capital leases had a
gross carrying value of $1,064,050 and accumulated depreciation of $287,800 at
December 31, 2006.
Note 4 - Acquisition, Intangible Assets and Goodwill
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 the Company 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 Company from January 6, 2004. The purchase
price was $6,000,000. The initial goodwill recorded on this purchase was
approximately $3,800,000 (see Note 1(I)). 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. At December
31, 2006, the net book value of contract rights was $242.
During 2004, certain 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. As part of the settlement with the
former owners of AM, the purchase price was reduced by $150,000 and the Company
reduced goodwill by $150,000 in March of 2005. As a result of the July 2005
settlements of litigation with Equitex, Inc. and Chex Services, Inc. goodwill
was reduced by $1,500,000 to approximately $200,000. The $1,500,000 reduction
was offset against a corresponding reduction in loans payable. During 2006 the
remaining balance of approximately $200,000 was written off.
F-11
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Intangible assets and Goodwill at December 31, 2006 are as follows:
(a) Intangible assets
Estimated Life
---------------------- ---------------
Software 15 Years $9,928
Software development costs 5-7 years 1,194,510
Website development costs 3 years 24,000
Contract rights 1 - 3 years 2,100,306
Other 3 years 5,108
---------------
3,333,852
Less: accumulated amortization (2,161,633)
---------------
Intangibles, net $ 1,172,219
===============
Amortization expense, for intangible assets, for the years ended December 31,
2006 and 2005 was $67,259 and $666,537, respectively.
The following table represents the balance of intangible assets over the next 5
years and thereafter:
Intangible assets Total 2007 2008 2009 2010 2011 Thereafter
subject to
amortization
Gross capitalized
amount 3,333,851 3,333,851 3,333,851 3,333,851 3,333,851 3,333,851 3,333,851
Accumulated
amortization (2,161,633) (2,283,270) (2,401,370) (2,517,892) (2,634,387) (2,750,882) (3,333,851)
--------------- --------------- ---------------- --------------- --------------- --------------- --------------
Intangibles, net
of accumulated
amortization 1,172,218 1,050,581 932,481 815,959 699,464 582,969 0
=============== =============== =============== ============== ============== =============== ===============
Amortization
expense 67,259 121,637 118,100 116,522 116,495 116,495 582,969
--------------- --------------- ---------------- --------------- --------------- --------------- --------------
F-12
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 5 - Convertible Notes Payable and Notes Payable
(A) Convertible Notes Payable
During 2005, the Company borrowed $250,000 from a relative of the Company's
President and CEO and issued a convertible promissory note. In connection with
the issuance of this convertible promissory note, the Company issued warrants to
purchase an aggregate of 125,000 shares of its common stock at an exercise price
of $0.01.
The note bears interest at 10% with default interest at 25%. The note is
unsecured and was due in September 2006. The debt is convertible at the option
of the holder into shares of our common stock at a conversion price equal to 85%
of the average of the mean of the closing bid and ask prices for the 10 trading
days immediately preceding the conversion by the holder, but not less than a
floor amount of $0.45 ("floor"). As a result of the established floor price on
these convertible debt instruments, the Company has determined that it has
enough authorized and unissued shares to settle all potential conversions
related to this debt instrument as well any other outstanding equity instruments
that are convertible. This convertible debt instrument is not considered a
derivative liability. Rather, pursuant to the literature in APB No.14, EITF
No.98-5 and EITF No.00-27, this instrument is considered convertible debt that
requires an allocation of proceeds between the convertible debt and related
warrants.
At December 31, 2006, the Company was in default with respect to the repayment
of this promissory note. Terms of repayment are currently being negotiated.
Management used the following weighted average assumptions on the date of issue
when determining the fair value of the freestanding warrants issued in
connection with the convertible debt:
Expected dividend yield 0%
Expected volatility 175.48% - 176.68%
Risk free interest rate 4.25%
Expected life of option 2 years
At December 31, 2006, the Company had the following outstanding convertible
notes payable:
Convertible notes payable - related party $250,000
-------------
Total convertible notes payable $250,000
=============
At December 31, 2006, the Company had the following outstanding accrued interest
payable for all convertible and non-convertible debt instruments:
Convertible notes payable - related party - accrued
interest $ 33,810
Interest accrued on Notes Payable and Lines of Credit
70,965
Interest accrued on non convertible related note (see
Note 5(B)) 4,253
-----------------
Total accrued interest payable, Convertible notes $109,028
=================
F-13
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(B) Notes Payable
Notes payable at December 31, 2006 consisted of the following:
------------------------------------------------------------------------------------ ---------------------------------
In March 2006 the Company borrowed an aggregate $50,000 evidenced by two separate
$25,000 promissory notes. The Company recorded a debt discount of $6,682 related
to the beneficial conversion feature attributed to the 25,000 warrants issued in
connection with these notes. At December 31, 2006, the Company recorded
amortization of debt discount for these notes totaling $6,682 as a component of $ 25,000
interest expense. In December 2006, one of these $25,000 notes had been paid in
full.
------------------------------------------------------------------------------------ ---------------------------------
In December 2006 the Company borrowed an aggregate $4,750,000 from a related
party, Baena Advisors, LLC ("Baena"), evidenced by a promissory note. Baena is
owned by Sean Wolfington, the brother of our Chief Executive Officer and 4,750,000
Chairman. Interest on the note is payable monthly and bears interest at 30-day
LIBOR plus 13% per annum. Monthly payments consist of interest only with the full
amount of the note due at the end of the two year term.
------------------------------------------------------------------------------------ ---------------------------------
In December 2006 the Company borrowed an aggregate $2,525,000 evidenced by a
promissory note. Interest on the note is payable monthly and bears interest at a
rate of 12.75% per annum. Monthly payments consist of interest only with the full
amount of the note due at the end of the two year term. 2,412,668
------------------------------------------------------------------------------------ ---------------------------------
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 a casino.The note
bears interest at 10% per annum and is payable monthly, beginning October 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 the casino. As additional 30,000
consideration for extending the principal amount of this loan to the Company, the
Company issued warrants to purchase 50,000 of the Company's common stock at an
exercise price of $0.33 per share. In March 2006 the Company recorded additional
interest expense of $9,300 on this note related to the warrants. During 2006, the
Company repaid this related party $40,000 in connection with this promissory
note.
------------------------------------------------------------------------------------ ---------------------------------
Notes Payable $7,217,668
------------------------------------------------------------------------------------ ---------------------------------
During 2006, the Company reflected aggregate principal repayments of $2,892,259
for all non-convertible promissory notes.
Note 6 - Capital Leases
In February 2006, the Company entered into a new capital lease for 4 ATM
machines at a Casino in California. The capitalized cost of the ATM machines is
$63,685. The terms of this lease require an approximately $19,000 down payment
90 days from installation with the remaining balance of approximately $44,685
financed over 59 months, at 15.15% for $949 per month. This note is
collateralized by the equipment.
F-14
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
In February 2006, the Company entered into a new capital lease for 1 additional
ATM machine at a Casino in New Mexico. The capitalized cost of the ATM machine
is $15,894. The terms of this lease require an approximately $5,000 down payment
90 days from installation with the remaining balance of approximately $10,894
financed over 59 months, at 14.53% for $237 per month. This note is
collateralized by the equipment.
In April 2006, the Company entered into a new capital lease for 4 additional ATM
machines at a Casino in Wisconsin. The capitalized cost of the ATM machines is
$63,574. The terms of this lease require an approximately $19,000 down payment
90 days from installation with the remaining $44,574 financed over 59 months, at
8.61% for $928 per month. This note is collateralized by the equipment.
In April 2006, the Company entered into a new capital lease for 2 ATM machines
at a Casino in California. The capitalized cost of the ATM machines is $39,644.
The terms of this lease require an approximately $12,000 down payment 90 days
from installation with the remaining $27,644 financed over 59 months, at 8.61%
for $579 per month. This note is collateralized by the equipment.
In April 2006, the Company entered into a new capital lease for 4 additional ATM
machines at a Casino in Colorado. The capitalized cost of the ATM machines is
$77,129. The terms of this lease require an approximately $23,000 down payment
90 days from installation with the remaining $54,129 financed over 59 months, at
8.61% for $1,126 per month. This note is collateralized by the equipment.
In April 2006, the Company entered into a new capital lease for 2 ATM machines
at retail locations in New York. The capitalized cost of the ATM machines is
$32,986. The terms of this lease require an approximately $10,000 down payment
90 days from installation with the remaining $22,986 financed over 59 months, at
8.61% for $482 per month. This note is collateralized by the equipment.
In September 2006, the Company entered into a new capital lease for 5 ATM
machines at retail locations in California. The capitalized cost of the ATM
machine is $131,679. The terms of this lease require an approximately $39,500
down payment 90 days from installation with the remaining $92,179 financed over
59 months, at 8.25% for $1,906 per month. This note is collateralized by the
equipment.
In October 2006, the Company entered into a new capital lease for 4 ATM machines
at retail locations in California. The capitalized cost of the ATM machine is
$100,063. The terms of this lease require an approximately $28,500 down payment
90 days from installation with the remaining $71,563 financed over 59 months, at
5.06% for $1,374 per month. This note is collateralized by the equipment.
In October 2006, the Company entered into a new capital lease for 1 ATM machine
at a retail location in Florida. The capitalized cost of the ATM machine is
$19,331. The terms of this lease require an approximately $5,800 down payment 90
days from installation with the remaining $13,531 financed over 59 months, at
8.23% for $280 per month. This note is collateralized by the equipment.
In November 2006, the Company entered into a new capital lease for 1 ATM machine
at a retail location in California. The capitalized cost of the ATM machine is
$19,301. The terms of this lease require an approximately $5,800 down payment 90
days from installation with the remaining $13,501 financed over 59 months, at
8.33% for $280 per month. This note is collateralized by the equipment.
Capital lease obligations at December 31, 2006 consisted of the following:
F-15
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
----------------
Obligation under capital lease, imputed interest rate at 20,482
12.78%; due May 2007; collateralized by equipment
Obligation under capital lease, imputed interest rate at 27,958
8.21%; due December 2009; collateralized by equipment
Obligation under capital lease, imputed interest rate at 27,958
8.21%; due December 2009; collateralized by equipment
Obligation under capital lease, imputed interest rate at 59,208
7.95%; due March 2010; collateralized by equipment
Obligation under capital lease, imputed interest rate at 8.3%; 10,704
due March 2010; collateralized by equipment
Obligation under capital lease, imputed interest rate at 20,943
11.63%; due July 2010; collateralized by equipment
Obligation under capital lease, imputed interest rate at 53,602
9.74%; due July 2010; collateralized by equipment
Obligation under capital lease, imputed interest rate at 10,738
14.53%; due March 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 42,537
15.15%; due March 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 44,502
8.61%; due April 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 27,751
8.61%; due April 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 53,990
8.61%; due March 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 22,136
8.61%; due March 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 131,679
8.25%; due August 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 100,063
5.060%; due September 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 19,301
8.33%; due October 2011; collateralized by equipment
Obligation under capital lease, imputed interest rate at 19,331
8.23%; due September 2011; collateralized by equipment
Less: current maturities (209,620)
----------------
Long term obligation, net of current portion 483,263
================
Future minimum lease payments for equipment acquired under capital leases at
December 31, 2006 are as follows:
2007 257,330
2008 165,759
2009 164,222
2010 127,814
2011 87,503
------------------
Total minimum lease payments 802,628
Less amount representing interest (109,745)
------------------
Present value of net minimum lease 692,883
Less current portion (209,620)
------------------
$483,263
==================
F-16
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 7 - Lines of Credit
Lines of credit at December 31, 2006 consisted of the following:
Line of credit, interest is payable monthly at 9% per annum, the line is
unsecured and due on demand. This line has been established with one of our $922,827
casino customers.
Line of credit, non-interest bearing, the line is unsecured and due on
demand. This line has been established with one of our casino customers. 1,399,040
Line of credit, the line is unsecured and due on demand. The Company pays a
fixed stated amount of interest totaling $1,000 per month. The payments are
recorded and charged to interest expense. This line has been established
with one of our casino customers. At December 31, 2006, the Company had 723,310
recorded related accrued interest payable of $1,000 in connection with this
line of credit.
---------------
Lines of Credit $3,045,177
===============
Note 8 - Due to Officer
During 2006, the Company issued a $45,019 note to its CEO in payment of the
CEO's 2005 guaranteed bonus. This loan and other notes to our CEO bear interest
at 10%, are unsecured and due on demand. The outstanding principal and related
accrued interest balance on these notes at December 31, 2006 was $122,710. Of
the total, $3,580 represented accrued interest payable.
Note 9 - Stockholders' Deficit
Year Ended December 31, 2006
(A) Common Stock Issuances
(1) Cash
In August 2006, the Company issued 4,800,000 shares of common stock to
investors at $.25 per share. The Company received proceeds of
$1,038,390 from the transaction net of offering costs.
In November 2006, the Company issued 300,000 shares of common stock to
investors at $.25 per share. The Company received proceeds of $75,000
from the transaction.
(2) Services
In February 2006, the Company issued 9,158 shares of common stock to
employees for services rendered in lieu of cash bonuses. The Company
valued the shares at the fair value on the date of issuance which was
$.43 per share based on the quoted closing trading price and recorded
non-cash compensation expense of $3,938.
In September 2006, the Company issued 6,217 shares of common stock to
employees for services rendered in lieu of cash bonuses. The Company
valued the shares at the fair value on the date of issuance which was
$.29 per share based on the quoted closing trading price and recorded
non-cash compensation expense of $1,803.
F-17
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(3) Exercise of Options/Warrants
In February 2006, an employee and a consultant exercised options and
warrants to purchase 75,000 shares of the Company's common stock at
$.01 per share. The Company received proceeds of $750 from the
transaction and issued 75,000 shares.
In April 2006, an employee exercised options to purchase 15,000 shares
of the Company's common stock at $.01 per share, The Company received
proceeds of $150 from the transaction and issued 15,000 shares of
common stock.
In April 2006, an employee exercised options to purchase 25,000 shares
of the Company's common stock at $.01 per share, The Company received
proceeds of $250 from the transaction and issued 25,000 shares of
common stock.
In July 2006, a lender exercised warrants to purchase 25,000 shares of
the Company's common stock at $.01 per share The Company received
proceeds of $250 from the transaction and issued 25,000 shares.
In October 2006, a lender exercised warrants to purchase 50,000 shares
of the Company's common stock at $.01 per share The Company received
proceeds of $500 from the transaction and issued 50,000 shares.
In December 2006, an employee exercised warrants to purchase 12,500
shares of the Company's common stock at $.33 per share The Company
received proceeds of $4,125 from the transaction and issued 12,500
shares.
(B) Accrued Penalty Shares
At December 31, 2006, pursuant to the terms of a prior common stock offering
with registration rights, the Company has accrued penalties in the amount of
135,000 shares. The Company has valued these shares at $81,048 based on the
quoted closing trading price every two weeks when the penalty accrues. The fair
value of the penalty has been recorded as a component of accrued expenses. In
February 2006, the Company's Form SB-2 was declared effective. Pursuant to the
terms of the original agreement once a registration statement had been declared
effective, accrual of penalty shares is no longer required. As of February 2006,
the penalty shares have ceased accruing.
(C) Stock Options
The Company follows SFAS No.123R 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
option and warrant activity with employees and non-employees during 2006:
(1) Option Grants - Employees
In November 2006, 100,000 options at an exercise price of $0.01 per
share were issued to the Company's Chief Financial Officer according to
a board resolution. The Company valued these shares at $25,960, the
fair market value based on the Black-Scholes model, and accordingly
recorded a noncash compensation expense in the same amount.
In November 2006, 200,000 options at an exercise price of $0.26 per
share were issued to the Company's Chief Financial Officer according to
a board resolution. The Company valued these shares at $51,520, the
fair market value based on the Black-Scholes model, and accordingly
recorded a noncash compensation expense in the same amount.
F-18
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
In November 2006, 400,000 options at an exercise price of $0.01 per
share were issued to the Company's Board of Directors according to a
board resolution. The Company valued these shares at $103,840, the fair
market value based on the Black-Scholes model, and accordingly recorded
a noncash compensation expense in the same amount.
In December 2006, 3,780,780 options at an exercise price of $0.01 per
share issued to the Company's Chief Executive Officer vested according
to the executives employment agreement. The Company valued these shares
at $1,888,122, the fair market value based on the Black-Scholes model,
and accordingly recorded a noncash compensation expense in the same
amount.
(2) Options/ Warrants Exercised - Employees/Consultants
In February 2006, a consultant exercised warrants to purchase 5,000
shares of the Company's common stock at $.01 per share. The Company
received proceeds of $50 from the transaction and issued 5,000 shares
of common stock.
In February 2006, an employee exercised options to purchase 70,000
shares of the Company's common stock at $.01 per share. The Company
received proceeds of $700 from the transaction and issued 70,000 shares
of common stock.
In April 2006, an employee exercised options to purchase 15,000 shares
of the Company's common stock at $.01 per share, The Company received
proceeds of $150 from the transaction and issued 15,000 shares of
common stock.
In April 2006, an employee exercised options to purchase 25,000 shares
of the Company's common stock at $.01 per share, The Company received
proceeds of $250 from the transaction and issued 25,000 shares of
common stock.
In December 2006, an employee exercised options to purchase 12,500
shares of the Company's common stock at $.33 per share. The Company
received proceeds of $4,125 from the transaction and issued 12,500
shares
(3) Options Vested - Employees
In May, 2006, options to purchase 12,500 shares of the Company's common
stock at an exercise price of $0.33 per share previously issued to an
employee vested according to their stock option agreement. The Company
valued these shares at $4,266, the fair market value based on the
Black-Scholes model, and accordingly recorded a noncash compensation
expense in the same amount.
In June 2006, options to purchase 50,000 shares of the Company's common
stock at an exercise price of $0.42 per share previously issued to the
Company's Chief Financial Officer vested according to the executives
employment agreement. The Company valued these shares at $18,955, the
fair market value based on the Black-Scholes model, and accordingly
recorded a noncash compensation expense in the same amount.
In December 2006, options to purchase 12,500 shares of the Company's
common stock at an exercise price of $0.33 per share previously issued
to an employee vested according to their stock option agreement. The
Company valued these shares at $4,266, the fair market value based on
the Black-Scholes model, and accordingly recorded a noncash
compensation expense in the same amount.
F-19
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(4) Option Forfeitures - Employees
None
(5) Weighted Average Assumptions for 2006 Option Grants - Employees
-------------------------------------- ------------------------------
Exercise prices on grant dates $0.01 - $0.26
-------------------------------------- ------------------------------
Expected dividend yields 0%
-------------------------------------- ------------------------------
Expected Volatility 157 - 199
-------------------------------------- ------------------------------
Risk free interest rates 4%
-------------------------------------- ------------------------------
Expected lives of options 10 years
-------------------------------------- ------------------------------
Employee stock option activity for the years ended December 31, 2006 and 2005
are summarized as follows:
Number of Shares Weighted Average
Exercise Price
-------------------- --------------------
Outstanding at December 31, 2004 3,161,250 $ .15
Granted 477,500 .49
Exercised (30,000) .01
Cancelled/Expired (6,250) .40
Outstanding at December 31, 2005 3,602,500 $ .19
Granted 4,480,780 .02
Exercised (122,500) .01
Cancelled/Expired - -
Outstanding at December 31, 2006 7,960,780 $.10
F-20
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The following table summarizes the Company's employee stock options outstanding
at December 31, 2006:
Options Outstanding
------------------------------------------------------------------------------
Weighted Average Weighted Average
Range of Exercise Remaining Life Exercise Price
Price
Number
----------------------- ------------------------- --------------------- ----------------------
.01 7,045,780 7.01-10.00 .01
----------------------- ------------------------- --------------------- ----------------------
.26-.33 315,000 1.00-9.88 .28
.42 200,000 7.46 .42
.70-.77 212,500 7.34-8.05 .75
2.00-2.28 187,500 6.50-6.84 2.11
-------------------------
7,960,780
=========================
The exercise prices of all options granted by the Company equal the market price
at the dates of the grant. 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 valuation method of SFAS No.123R, "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 year ended December 31, 2005.
Twelve Months Ended
December 31, 2005
Net loss reported $(1,666,167)
Add: total stock based (49,675)
compensation expense
determined under fair value
based method, net of
related tax effect
Pro forma net loss $(1,715,842)
Basic loss per share
As Reported $(.07)
Proforma $(.07)
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.
F-21
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(D) Warrants
In March 2006 the Company borrowed an aggregate $50,000 evidenced by two
separate $25,000 promissory notes. The Company recorded a debt discount of
$6,682 related to the beneficial conversion feature attributed to the warrants
to purchase 25,000 shares of the Company's common stock issued in connection
with these notes.
In March 2006, the warrants to purchase 25,000 shares of the Company's common
stock previously issued to a related party lender pursuant to a promissory note
became exercisable as the original principal and interest was not paid in full
by March 1, 2006.
In May, 2006, the Company issued warrants to purchase 20,000 shares of the
Company's stock at an exercise price of $0.33 per share to a consultant for
services rendered. According to the issuance warrants to purchase 10,000 shares
of the Company's common stock vested June 29, 2006 and the remaining warrants to
purchase 10,000 shares of the Company's common stock vested August 28, 2006. The
Company valued the 10,000 vested warrants at $3,241 and accordingly recorded a
noncash compensation expense in the same amount.
Also in May 2006, the Company issued warrants to purchase 12,500 shares of the
Company's stock at $0.01 to a lender.
In August 2006, in connection with the 4.8 million shares sold the Company
issued warrants to purchase 100,000 shares of the Company's common stock at a
strike price of $.36 to various consultants. The Company valued the shares using
the Black-Scholes method at the fair value on the date of issuance which was
$.33 per share and recorded offering cost of $33,010.
In December 2006, in connection with the refinancing with our new lender Baena
Advisors, LLC, the Company issued warrants to purchase 2,000,000 shares of the
Company's common stock at a strike price of $.01 to Baena. The Company valued
the shares using the Black-Scholes method at the fair value on the date of
issuance which was $.33 per share and recorded deferred financing cost of
$998,800.
Number of Weighted Average
Shares Exercise Price
--------------- ------------------
Outstanding at December 31, 2004 2,079,438 $ 3.13
Granted 172,500 .41
Exercised (150,000) .01
Cancelled (644,438) 4.00
--------------- ------------------
Outstanding at December 31, 2005 1,457,500 2.72
Granted 2,182,500 .03
Exercised (75,000) .01
Cancelled - -
--------------- ------------------
Outstanding at December 31, 2006 3,565,000 $1.13
--------------- ------------------
F-22
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Warrant activity for the year ended December 31, 2006 is summarized as follows:
Warrants Outstanding
------------------------- --- --------------------- --- ----------------------
Range of Exercise Weighted Average Weighted Average
Price Number Remaining Life Exercise Price
----------------------- ------------------------- --------------------- ----------------------
.01 2,290,000 5.73-7.06 .01
.30-.36 270,000 2.70-7.80 .35
.40-.44 30,000 8.76 .42
.47-.51 30,000 8.67-8.76 .49
1.00 75,000 1.50 1.00
2.40 112,500 1.82-6.25 2.40
4.00-6.00 757,500 .25-1.50 4.68
-------------------------
3,565,000
All outstanding warrants are exercisable at December 31, 2006, with the
exception of 1million of Baena's warrants.
Year Ended December 31, 2005
(A) Common Stock Issuances
(1) Cash
In January 2005, the Company raised $479,500, net of offering costs
of $22,500, from the sale of 984,314 shares of common stock at the
price of $0.51 per share. Offering costs have been recorded as a
reduction of additional paid-in capital.
(2) Services
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.
(3) Exercise of Options/Warrants
During the year 2005, the Company's former chief executive officer,
an affiliate, and an employee exercised an aggregate of options and
warrants to purchase 180,000 shares of the Company's common stock
and warrants at $.01 per share. The Company received proceeds of
$1,800 from the transaction and issued 180,000 shares.
(B) Accrued Penalty Shares
At December 31, 2005, pursuant to the terms of a prior common stock offering
with registration rights, the Company has accrued penalties in the amount of
135,000 shares. The Company has valued these shares at $78,798 based on the
quoted closing trading price every two weeks when the penalty accrues. The fair
value of the penalty has been recorded as a component of accrued expenses. In
February 2006, the Company's Form SB-2 was declared effective. Pursuant to the
terms of the original agreement once a registration statement had been declared
effective, accrual of penalty shares is no longer required. As of February 2006,
the penalty shares have ceased accruing.
F-23
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(C) Stock Options
In 2005 the Company followed fair value accounting and the related provisions of
APB No.25 for employees and SFAS No.123 for all share based payment awards to
its non-employees. Beginning in January of 2006 the Company adopted the
provisions of SFAS No.123R. 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 activity with employees
and non-employees during 2005:
(1) Option Grants - Employees
During 2005, the Company granted options to purchase 477,500 shares
of the Company's common stock to employees. The grants had exercise
prices ranging from $0.33 to $0.77 per share. Of the total, options
to purchase 225,000 shares of the Company's common stock had
specific vesting provisions. Options to purchase 200,000 shares of
the Company's common stock vest ratable over a two year period and
the remaining options to purchase 25,000 shares of the Company's
common stock vest 50% in June 2006 and 50% in December 2006. These
options had expiration dates ranging from 3 years to 10 years from
the date of issuance.
(2) Options/ Warrants Exercised - Employees
In February 2005, the Company's former chief executive officer and an
affiliate exercised warrants to purchase 150,000 shares of the
Company's common stock at $.01 per share. The Company received
proceeds of $1,500 from the transaction and issued 150,000 shares of
common stock.
In June 2005, an employee exercised options to purchase 30,000 shares
of the Company's common stock at $.01 per share. The Company received
proceeds of $300 from the transaction and issued 30,000 shares of
common stock.
(3) Option Forfeitures - Employees
In August 2005, a previous employee's option to purchase 6,250
shares of the Company's common stock at an exercise price of $.40
expired.
(4) Weighted Average Assumptions for 2005 Option
Grants - Employees
Exercise prices on grant dates $0.01 - $0.77
-------------------------------------- ---------------------
Expected dividend yield 0%
-------------------------------------- ---------------------
Expected Volatility 150% - 205%
-------------------------------------- ---------------------
Risk free interest rates 3%-4%
-------------------------------------- ---------------------
Expected lives of options 2-10 years
-------------------------------------- ---------------------
F-24
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 10 - Commitments and Contingencies
(1) Operating Leases
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 $36,000 per month in the
aggregate.
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. This
lease expires February 2008.
The Company's total rent expense under operating leases was $474,106
and $556,686 for the years ended December 31, 2006 and 2005,
respectively.
Estimated rent expense under non-cancelable operating leases over the
next five years is as follows:
-------------------- ----------------------
2007 332,663
-------------------- ----------------------
2008 295,588
-------------------- ----------------------
2009 289,848
-------------------- ----------------------
2010 120,770
-------------------- ----------------------
2011 -
-------------------- ----------------------
Total 1,038,869
-------------------- ----------------------
(2) Casino Contracts
The Company operates at a number of Native American owned gaming
establishments under contracts requiring the Company to pay
commissions 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:
(A) A dollar amount, as defined by the contract, per transaction
volume processed by the Company.
(B) A percentage of the Company's profits at the respective
location.
As of December 31, 2006 the Company has recorded $571,640 of accrued
commissions on casino contracts.
Pursuant to the contracts, the Native American owned casinos have not
waived their sovereign immunity.
(3) Employment Agreements
(A) CEO
(1) 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. Effective March 2006,
the Company amended the executive's agreement to reduce his
guaranteed bonus for 2005 from 50% of his salary to 12.5% of
his salary. At December 31, 2006, the Company had accrued
$175,000 for bonus.
F-25
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(2) Commissions Payable
The Company pays sales commission to sales persons closing
various contracts. The CEO was paid $29,994 in sales
commission for 2006.
(B) CFO/COO
In March 2007, the Company entered into an amended and restated
employment agreement, dated March 1, 2007 which amended and restated
the employment agreement, dated June 14, 2005, by and between the
Company and its Chief Financial Officer. Mr. Walsh shall serve as the
Company's Chief Financial Officer and Chief Operating Officer.
The term of the Employment Agreement was retroactive to December 31,
2006 and continues until the earlier of CFO's death or termination by
either the Company or the CFO. The CFO/COO annual salary shall be no
less than $170,000. Upon termination of the Employment Agreement within
six (6) months following a change in control of the Company either by
the Company without cause or by the CFO/COO, the CFO/COO will receive
severance pay equal to one year's salary.
In addition, the CFO was granted options to purchase 500,000 shares of
the Company's common stock with an exercise price of $.38 per share.
The Options have a term of ten years and are exercisable as follows:
(i) options to purchase 250,000 shares of the Company's common stock
are exercisable on July 1, 2007; and (ii) options to purchase 250,000
shares of the Company's common stock are exercisable on December 31,
2007, in each case as long as the CFO is employed by the Company. The
Options are immediately exercisable following a change in control of
the Company. If CFO's employment by the Company is terminated by the
Company without good cause or CFO elects early termination with good
reason, all unvested Options automatically vest.
(4) 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. 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.
The parties in this matter reached a settlement in principal which is in the
drafting stage. The court, having been notified of the settlement, dismissed the
action on March 12, 2007. Pursuant to the terms of the settlement agreement,
Money Centers of America, Inc. ("MCA") will pay Lake Street Gaming, LLC ("Lake
Street") a total of $160,000.00. Under the agreement reached, MCA will make an
initial payment of $30,000.00 followed by monthly payments of $4,333.33 for
thirty (30) months. The settlement also requires that certain stock be held in
escrow and has a contingency for early payment.
F-26
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
On or about October 26, 2006, Money Centers of America, Inc. ("MCA") served a
demand for arbitration on The Campo Band of Kumeyaay Indians d/b/a The Golden
Acorn Casino (the "Casino") and on Ralph Goff, the tribe Vice Chairman,
individually, and requested that the Casino and Mr. Goff consent to the
jurisdiction of the JAMS arbitrator in Philadelphia. MCA filed the demand to
recover damages it suffered as a result of having its Financial Services
Agreement wrongfully terminated by the Casino and from being evicted from the
Casino without sufficient notice. The Casino has refused to consent to the
jurisdiction of JAMS (i.e., the chosen arbitration service) in Philadelphia.
On or about March 1, 2007, the Casino served MCA with a demand for arbitration
which it purportedly filed with JAMS in San Diego, California. The Casino
allegedly seeks in excess of $922,826.73 in damages which it claims resulted
from MCA's breach of the same Financial Service Agreement that MCA alleges was
wrongfully terminated. MCA has not consented to the jurisdiction of JAMS in San
Diego, California.
On March 2, 2007, the trial of Ameristar Casino v. Money Centers of America and
Available Money was held in Gilpin County District Court. Ameristar Casino
alleged that they permitted Defendants to operate their ATM's on its property
and that Defendants never paid the plaintiff the agreed-upon fee structure for
those ATM's. Ameristar Casino alleged that Defendants breached their agreement
with Plaintiff by refusing to make payments for the ATM's on casino premises in
January and February, 2005. In addition, Ameristar Casinos also alleged that
Defendants' ATM's on casino premises in January and February 2005 generated
revenue which conferred a benefit on Defendants that would be inequitable for
Defendants to retain without payment of its value to Plaintiff. The one-day
trial concluded on March 2, 2007. The Court ruled in favor of Money Centers on
the Plaintiff's breach of contract claim. The Court ruled against money Centers
on the Plaintiff's unjust enrichment claim and a judgment was entered in the
amount of $56,879 plus statutory interest in favor of the Ameristar Casinos.
With interest through March 20, 2007 the value of the debt owed by Money Centers
of America as a result of the judgment is $67,019. The advisability of appeal is
being considered. The exposure to further loss on appeal is interest on the
judgment at 9% compounded annually while the appeal is pending, assuming the
verdict is not reversed.
On or about November 8, 2006, Plaintiffs GFM LLC, The Grove Cinemas, LLC and the
Commons at Calabasas, LLC (collectively, "Plaintiffs") filed a Complaint against
Available Money, Inc. and Money Centers of America (collectively, "MCA"),
alleging that MCA breached lease agreements executed on February 15, 2002 and
January 7, 2004. Under the agreements, MCA rented from Plaintiffs a portion of
certain locations for purposes of an ATM machine. Due to Money Centers'
acquisition of Available Money, Inc, the original party to the lease, Plaintiffs
allege that the transfer was "unpermitted" and therefore a breach of the lease.
This case has just entered the discovery stage and a trial date has not been
set.
Note 11 - Customer Concentrations
For the year ended December 31, 2006, approximately 62% of total revenues were
derived from operations at three full service casinos. No other customers
represented more than ten percent of the Company's total revenues for the year
ended December 31, 2006. One of these casinos did not renew its contract in May
of 2006, but still represented 16.7 percent of our revenues in 2006.
For the year ended December 31, 2005, approximately 44 % of total revenues were
derived from operations at two full service casinos. No other customers
represented more than ten percent of the Company's total revenues for the year
ended December 31, 2005.
Note 12 - Cash Rental Program and Related 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 vendor in the Company's ATM machines at December 31,
2006 was approximately $845,000. The interest rate on the $845,000 is prime plus
zero. Effectively the company rents this cash. The Company does not reflect this
cash as an asset or the loan as a liability on its balance sheet at year end.
Interest expense from this cash was $270,068 for 2006.
F-27
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 13 - Income Taxes
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: 2006 2005
---------------- ----------------
Net operating loss carryforwards $ 2,779,000 $ 2,198,000
---------------- ----------------
Accrued expenses 325,000 251,000
---------------- ----------------
Depreciation and amortization 60,000 57,000
---------------- ----------------
Stock option compensation 739,000
---------------- ----------------
Less valuation allowance (3,903,000) (2,506,000)
---------------- ----------------
Net deferred tax assets $ - $ -
================ ================
The reconciliation of the income tax computed at the U.S. federal statutory rate
to income tax expense for the periods ended December 31, 2006 and 2005:
December 31,
----------------------------------------
2006 2005
---------------- ------------------
Tax benefit at federal statutory $ 1,520,000 $ 620,000
rate (34%)
---------------- ------------------
Non-deductible stock compensation - (85,000)
---------------- ------------------
Non-deductible expenses (123,000) (75,000)
Net operating losses related to - -
mergers
Change in valuation allowance (1,397,000) (460,000)
---------------- ------------------
---------------- ------------------
Net income tax benefit $ - $ -
================ ==================
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, 2006 is necessary to
reduce the deferred tax assets to the amount that will more likely than not be
realized. At December 31, 2006, the Company has available net operating loss
carryforwards of approximately $6,465,000, which expire in the year 2021-2025.
$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.
F-28
MONEY CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 14 - 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 $870,437, a stockholders' deficit of $5,130,886 and an accumulated
deficit of $20,819,468 at December 31, 2006. The Company also reflected a net
loss of $4,342,466 and net cash used in operations of $1,393,453, for the year
ended December 31, 2006. 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.
Note 15 - Subsequent Events
In January 2007, the Company paid in full a bridge loan in the amount of $25,000
to a non-related party.
In February 2007, 2 board members exercised 200,000 options at $.01 per share.
The Company received proceeds of $2,000 from the transaction and issued 200,000
shares.
In February 2007, our Chief Financial officer exercised 12,500 warrants at $.01
per share. The Company received proceeds of $125 from the transaction and issued
12,500 shares.
The Company and the CFO entered into a retroactive new employment agreement
described in Note 10 3(b).
In February 2007, the Company granted an aggregate 500,000 stock options to an
employee. The grants have an exercise price of $0.83 per share. Of the total,
250,000 options will vest in July 2007, and the remaining 250,000 options will
vest in December 2006. These options have expiration dates of February 28, 2017.
In January 2007, the Company issued to a consultant warrants to purchase and
aggregate 900,000 shares of our common stock at an exercise price ranging from
$0.35 to $0.70 per share. 300,000 of these warrants vested on January 31, 2007.
An additional 300,000 warrants will vest on January 31, 2008 with remaining
300,000 warrants vesting on January 31, 2009. These warrants have expiration
dates of January 31, 2017.
In February 2007, the Company granted an aggregate 100,000 stock options to an
employee. The grants have an exercise price of $0.83 per share. All 100,000
options vested immediately. These options have expiration dates of February 28,
2017.
In March 2007, the Company granted options to purchase and aggregate 400,000
options of the Company's common stock to its Board of Directors. The options
have an exercise price of $0.01.
F-29
Until August 6, 2007 [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, salesman or any other person MONEY CENTERS OF AMERICA, INC.
has been authorized to give any
information or to make any 9,434,086 SHARES OF
representations other than those COMMON STOCK
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 does not _____________
constitute an offer to sell or solicitation
of an offer to buy any securities in any PROSPECTUS
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 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 ________, 2007
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
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.
II-1
(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.
II-2
(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)."
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 207
Printing and Engraving Expenses 1,000
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 5,000
Blue Sky Fees and Expenses 1,000
Miscellaneous Expenses 2,793
-------------
Total 25,000
II-3
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.
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.
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).
II-4
From March to May 2006 we borrowed $75,000 from our Chief Executive
Officer's father. These loans bear interest at 10% per annum with terms of nine
months. Warrants to purchase an aggregate of 37,500 shares of our common stock
at an exercise price of $0.01 per share were issued to the lender.
In August 2006 we sold 4,800,000 shares of our common stock at $0.25
per share to 14 investors. These shares were sold pursuant to Rule 506 of
Regulation D.
In December 2006 we issued warrants to purchase 2,000,000 shares of our
common stock at an exercise price of $0.01 per share to a new lender in
connection with a $4,750,000 credit facility in a transaction under Section 4(2)
of the Securities Act.
Item 27. Exhibits.
(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-3 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).
4.1 Form of Buena Warrant (incorporated by reference to Exhibit
4.1 to the current report on Form 8-K filed January 8, 2007)
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP as
to the legality of the shares of common stock being
registered (incorporated by reference to Exhibit 5 to
Registration Statement on Form SB-2 filed February 2, 2007
file no. 333-138150)
10.1 Amended and Restated 2003 Stock Incentive Plan (incorporated
by reference to Exhibit 10.2 of 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 10.1 of
Form 10-KSB filed on July 13, 2004).
10.3 Amendment to Employment Agreement dated as of March 20, 2006
by and between Money Centers of America, Inc. and Christopher
M. Wolfington (incorporated by reference to Exhibit 10.3 to
the Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2006 filed on May 22, 2006).
10.3 Amended and Restated Employment Agreement dated as of
March 1, 2007, but effective December 31, 2006 by and
between Money Centers of America, Inc. and Jason P. Walsh.
II-5
Exhibit Number Description
10.4 Credit and Security Agreement dated December 28, 2006
between Money Centers of America, Inc. and Baena Advisors,
LLC (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed January 8, 2007).
10.5 $4,750,000 Promissory Note dated December 28, 2006 from Money
Centers of America, Inc. to Baena Advisors, LLC (incorporated
by reference to Exhibit 10.2 to the Current Report on Form
8-K filed January 8, 2007).
10.8 Amendment to Credit and Security Agreement dated December 28,
2006 between Money Centers of America, Inc. and Mercantile
Capital, L.P. (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K filed January 8, 2007).
10.9 $2,525,000 Amended and Restated Promissory Note dated
December 28, 2006 from Money Centers of America, Inc. to
Mercantile Capital, L.P. (incorporated by reference to
Exhibit 10.4 to the Current Report on Form 8-K filed January
8, 2007).
10.10 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,
2004 (File No. 333-122819)
21 Subsidiaries of Money Centers of America, Inc.
23.1 Consent of Sherb & Co. dated May 8, 2007.
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).
II-6
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) 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-7
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 May 9, 2007.
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: May 9, 2007 /s/ Christopher M. Wolfington
------------------------------------------------
Christopher M. Wolfington
Chief Executive Officer and Director
Date: May 9, 2007 /s/ Jason P. Walsh
------------------------------------------------
Jason P. Walsh
Chief Financial Officer (principal financial
officer and principal accounting officer)
Date: May 9, 2007 /s/ Jeremy Stein
------------------------------------------------
Jeremy Stein
Director
Date: May 9, 2007
------------------------------------------------
Dennis Gomes
Director
Date: May 9, 2007
------------------------------------------------
John Ziegler, Jr.
Director
Date: May 9, 2007 /s/ Jonathan Robinson
------------------------------------------------
Jonathan Robinson
Director
II-8