WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS (EXCEPT SHARE DATA)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ---------------------------------
2009 2008 2009 2008
------------ ------------ ------------ ------------
UNAUDITED UNAUDITED
--------------------------------- ---------------------------------
Revenues:
Revenues from software applications $ 447,970 $ 330,371 $ 388,236 $ 72,556
Revenues from services to affiliated company - 729,175 - -
------------ ------------ ------------ ------------
Total Revenues 447,970 1,059,546 388,236 72,556
Cost of revenues 499,290 1,128,463 233,333 354,367
------------ ------------ ------------ ------------
Gross profit (loss) (51,320) (68,917) 154,903 (281,811)
Operating expenses:
Research and development - 161,849 - 59,201
Selling and marketing - 29,410 - 6,304
Waiver of a debt to supplier (120,441) - (120,441) -
Gain on sale of intellectual property (250,000) - (100,000) -
General and administrative 527,657 347,314 265,865 300,586
------------ ------------ ------------ ------------
Total operating expenses 157,216 538,573 45,424 366,091
------------ ------------ ------------ ------------
Operating (loss) income (208,536) (607,490) 109,479 (647,662)
Financial income (expenses), net 57,645 (406,762) 72,125 (246,793)
Other income 1,514,680 1,690,488 - 1,690,488
------------ ------------ ------------ ------------
Net income before taxes on income 1,363,789 676,236 181,604 796,033
Taxes on income 35,163 - - -
------------ ------------ ------------ ------------
1,328,626 676,236 181,604 796,033
Equity in profits (losses) of affiliated company (42,769) (1,181,114) 71,277 (248,644)
------------ ------------ ------------ ------------
Net income (loss) from continuing operations 1,285,857 (504,878) 252,881 547,389
Net loss from discontinued operations, net - 8,439 - 21,939
------------ ------------ ------------ ------------
Net income (loss) $ 1,285,857 $ (513,317) $ 252,881 $ 569,328
Net income attributable to non controlling interest 50,000 - 20,000 -
------------ ------------ ------------ ------------
Net income (loss) attributable to the company $ 1,235,857 $ (513,317) $ 232,881 $ 569,328
============ ============ ============ ============
Basic and diluted net income (loss) per share
from continuing operations $ 0.04 $ (0.02) $ 0.01 $ 0.02
Basic and diluted net loss per share from
discontinued operations $ - $ - $ - $ -
------------ ------------ ------------ ------------
Total Basic and diluted net income (loss) per share $ 0.04 $ (0.02) $ 0.01 $ 0.02
============ ============ ============ ============
Weighted average number of shares of Common stock
used in computing basic and diluted net loss per
share 32,319,031 32,319,031 32,319,031 32,319,031
============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
F - 4
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. DOLLARS
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
UNAUDITED UNAUDITED
------------------------------- -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) attributable to the company $ 1,235,857 $ (513,317) $ 232,881 $ 569,328
Adjustments required to reconcile net loss to net cash
used in operating activities:
Capital gain from available for sale (151,890) - (151,890) -
Decrease in call option value (5,571) (5,571)
Depreciation and amortization 2,420 205,068 - (6,019)
Decrease (increase) in trade and other accounts
receivable prepaid expenses, and related parties (28,926) (385,580) (36,967) 165,455
Stock-based compensation 71,001 111,670 26,001 59,710
Increase (decrease) in trade payables (91,469) (57,087) (76,930) (54,693)
Decrease in employees and payroll accruals - (233,411) - (112,343)
Increase (decrease) in accrued expenses and other
liabilities (144,524) 217,133 (150,071) 215,129
Change in value of convertible debt, net - 124,020 - 83,944
Accrued severance pay, net (25,978) 2,119 (25,978) -
Equity in losses of affiliated company 42,769 1,181,114 (71,277) 248,644
Capital gain on sale of property and equipment - (96,189) - (56,078)
Impairment of discontinued assets - 27,856 - -
Capital gain from selling IP in affiliated company (1,514,680) (1,690,488) - (1,690,488)
----------- ----------- ----------- -----------
Net cash used in operating activities (610,991) (1,107,096) (259,802) (577,441)
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities 563,630 - 563,630 -
Proceeds from sale of property and equipment - 70,960 - 5,960
Proceeds from sale of intellectual property - 1,250,000 - 1,250,000
----------- ----------- ----------- -----------
Net cash provided by investing activities 563,630 1,320,960 563,630 1,255,960
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of convertible debt and warrants, net - 550,000 - 213,426
Redemption of convertible note - (550,000) - (550,000)
Short-term bank credit, net (5,379) - (2,398) -
----------- ----------- ----------- -----------
Net cash used in by financing activities (5,379) - (2,398) (336,574)
----------- ----------- ----------- -----------
Effect of exchange rate changes on cash and cash
equivalents - (971) - -
----------- ----------- ----------- -----------
Increase (decrease) in cash and cash equivalents (52,740) 212,893 301,430 341,975
Cash and cash equivalents at the beginning of the period 529,130 147,046 174,960 17,964
----------- ----------- ----------- -----------
Cash and cash equivalents at the end of the period $ 476,390 $ 359,939 $ 476,390 $ 359,939
=========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the period for:
Interest $ 45 $ 168 $ 17 $ (1,139)
=========== =========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
F - 5
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 1: GENERAL:
A. Win Gaming Media, Inc. (formerly known as Zone4Play Inc.) ("the
Company") was incorporated under the laws of the State of Nevada on
April 23, 2002 as Old Goat Enterprises, Inc. On February 1, 2004, the
Company acquired Zone4Play, Inc. ("Zone4Play (Delaware))", which was
incorporated under the laws of the State of Delaware on April 2, 2001,
and subsequently changed the Company's name to Zone4Play, Inc., a
Nevada corporation.Effective May 1, 2008 the Company changed its name
to Win Gaming Media, Inc., and on June 20, 2008, the Company's trading
symbol was changed to WGMI.OB. On August 6, 2008, the Company's wholly
owned subsidiary Win Gaming Media (Israel) Ltd. (formerly MixTV Ltd.)
sold its entire intellectual property to Playtech Software Limited.
The Company conducts its operations and business with and through its
subsidiaries (1) Win Gaming Media, Inc. (Delaware) (formerly Zone4Play
(Delaware)), and (2) Gaming Ventures Plc, a company incorporated in
the Isle of Man. Our other subsidiaries specified herein are either
not active or under dissolution (1) Zone4Play Limited, an Israeli
corporation incorporated in July 2001, which was engaged in research
and development and marketing of our applications, (2)Win Gaming Media
Israel Ltd, (formerly MixTV Ltd.) which sold its entire intellectual
property to Playtech Software Limited. in 2008 and (3) Zone4Play (UK)
Limited, a United Kingdom corporation, incorporated in November 2002,
which was engaged in marketing of our applications.
The Company is engaged in the business of supporting interactive
gaming technology through third parties. Its software provides and
supports play-for-fun and play-for-real (i.e., play-for-money)
interactive games. The Company no longer offers any gaming
applications development work and is currently trying to leverage its
wholly owned subsidiary Gaming Ventures plc, that is registered with
the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, or the Exchange Act, by either an outright
sale or by incorporating new activities which will generate revenue.
The Company's shares are currently traded on the OTC Bulletin Board
under the trading symbol WGMI.OB (formerly ZFPI.OB).
In accordance with Accounting Standards Codification ("ASC") 855,
"Subsequent Events", ("ASC 855"), originally issued as Statement of
Financial Accounting Standards ("SFAS") No. 165, we evaluated
subsequent events through the date and time our condensed consolidated
financial statements are issued.
B. On April 7, 2009, Two Way Gaming Limited ("TWG"), an affiliate of
which the Company is a 50% shareholder, and Two Way Media ("TWM"), the
other 50% shareholder of TWG (TWG and TWM, the "Sellers"), entered
into an agreement (the "Netplay Transfer Agreement"), with Netplay TV
Plc ("Netplay"). The Netplay Transfer Agreement includes the transfer
of Challenge Jackpot's approximately 16,000 registered players, their
account balances and the equipment to run the business. The
consideration for the sale of the Challenge Jackpot business was
(pound)2,000,000, the vast majority of the consideration was
attributable to the database allowing business continuity for the
Challenge Jackpot customers. The consideration was paid in newly
issued ordinary shares of Netplay.
At the closing, Netplay issued 8,533,333 shares of its ordinary shares
to TWG, which shares were admitted to trading on May 21, 2009 on the
London Stock Exchange plc's market known as AIM. Of these shares,
4,266,666 shares (50%) have been transferred to the Company. During
the third quarter of 2009 the Company sold 1,300,000 shares of Netplay
for a total amount of GBP 355,925, equivalent to approximately
$563,630.
In addition, the Sellers and Netplay have agreed that Netplay will
assist the Sellers with the operation that TWG continue to own,
including the online casino, WinnerChannel.com, and a gambling service
business (the "Teletext Business") which is marketed and distributed
by Teletext Limited.
F - 6
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 1: GENERAL (CONT.):
B. (CONT.):
For these services, Netplay will be entitled to 20% of all net
profits, arising from the operation of the WinnerChannel.com and the
Teletext Business and the Sellers will be entitled to 80% of such
profits, to split equally between the Sellers.
The Sellers and Virgin Media Television Limited, or Virgin, entered
into a Termination and Settlement Agreement under which, on the
closing date of the Netplay Transfer Agreement and subject to receipt
by Virgin from Netplay of an initial payment, Virgin agreed to
terminate the brand license agreement, the production agreement and
all guarantees with TWG in connection with the operation of the
Challenge Jackpot and to irrevocably waive and release all claims that
Virgin may have towards TWG and, mainly the liability for paying
minimum guarantee fees to Virgin.
The guarantee for the unpaid players' balances of TWG will be removed
by December 31, 2009 or earlier upon the grant of a gaming license to
Netplay. Both the Company and TWM were liable in equal parts for their
above mentioned guarantees. Currently, the Company's share of 50% in
both the minimum guarantee fees towards Virgin and the sum of the
players' balance matches its prior investment amount in TWG.
As a result from the transaction the Company received from TWG
4,266,666 shares of Netplay. The Company recorded the acceptance of
the shares as other income at the closing. The shares are presented as
available for sale marketable securities since there are certain
limitations regarding the selling of the shares in the free market.
The shares are recorded at fair value.
In addition, one of the Company's main shareholders and its Chief
Executive Officer, Mr. Shimon Citron has a call option that would
permit him to exercise 15% of the shares allocated to the Company
based on the shareholders' agreement of TWG, and in return for Mr.
Citron's consent to grant TWG unlimited right to use the
Winnerchannel.com domain, which Mr. Citron owns. The call option is
recorded at fair value.
C. On April 13, 2009, RNG Gaming Limited ("RNG"), an indirect 80%-owned
subsidiary of the Company, entered into an Intellectual Property and
Technology Purchase Agreement (the "Agreement") under which RNG agreed
to sell to an unaffiliated party and a leading online gaming software
provider, substantially all of its multiplayer Blackjack tournament
software platform, including its related intellectual property, for
consideration of a total amount of $250,000 and a 3% share of buyer's
Blackjack revenue (as defined in the Agreement) each year for the
first 3 years from the date in which the buyer launches full
commercial use of the Blackjack game, and 2% of buyer's Blackjack
revenue thereafter for an unlimited duration. The transaction closed
on April 16, 2009. The total consideration was used to offset the
Company's indebtedness to the buyer. The revenue share is to be
divided 80% to a wholly owned subsidiary of the Company and 20% to the
partner. $50,000 of the $250,000 will be paid by the Company to the
Company's partner in RNG within 12 months from the date of the
Agreement. The amount is recorded as current liability.
D. Concentration of risk that may have a significant impact on the
Company:
The Company derived approximately 100% of its revenues in the nine and
three months ended September 30, 2009 from 3 major customers (see Note
4).
F - 7
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 2: BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q.Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments including
non-recurring adjustments attributable to reorganization and severance and
impairment considered necessary for a fair presentation have been included.
Operating results for the nine and three months ended September 30, 2009
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2009. For further information, reference is made
to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31,
2008.
The interim condensed consolidated financial statements incorporate the
financial statements of the Company and all of its subsidiaries. All
intercompany balances and transactions have been eliminated on
consolidation.
The significant accounting policies applied in the annual consolidated
financial statements of the Company as of December 31, 2008 contained in
the Company's Annual Report on Form 10-K filed with the SEC on April 8,
2009, have been applied consistently in these unaudited interim condensed
consolidated financial statements.
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES:
A. The significant accounting policies applied in the annual consolidated
financial statements of the Company as of December 31, 2008 are
applied consistently in these consolidated financial statements.
B. These financial statements should be read in conjunction with the
audited annual financial statements of the Company as of December 31,
2008 and their accompanying notes.
C. The Company accounts for investments in marketable securities in
accordance with SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" codified into FASB ASC 320. All marketable
securities are reported at fair value based on quoted market and
classified as available for-sale. Available for sale securities are
carried at fair value, with the unrealized gains and losses, reported
in "accumulated other comprehensive income (loss)" in equity.
D. Accounting for stock-based compensation
Effective January 1, 2006, the Company adopted the provisions of SFAS
No. 123 (revised 2004) ("SFAS 123R"), "Share-Based Payment,", codified
into FASB ASC 718, and Staff Accounting Bulletin No. 110 ("SAB 110"),
which was issued in March 2005 by the SEC. SFAS 123R addresses the
accounting for share-based payment transactions in which the Company
obtains employee services in exchange for equity instruments of the
Company. This statement requires that employee equity awards be
accounted for using the grant-date fair value method. SAB 110 provides
supplemental implementation guidance on SFAS 123R, including guidance
on valuation methods, classification of compensation expense, income
statement effects, disclosures and other issues.
F - 8
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONT.):
D. (CONT.):
The following table shows the total stock-based compensation charge
included in the Consolidated Statement of Operations:
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2009 2008 2009 2008
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
-------- -------- -------- --------
Research and development expenses (income) $ - $ 54,925 $ - $ 24,601
Sales and marketing expenses - 15,585 - 7,235
General and administrative expenses 71,001 41,160 26,001 27,874
-------- -------- -------- --------
Total $ 71,001 $111,670 $ 26,001 $ 59,710
======== ======== ======== ========
The fair value for these options was estimated at the grant date using
a Black-Scholes option pricing model as allowed under SFAS 123R.
A summary of the Company's share option activity to employees and
directors, and related information is as follows:
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------
2009 2008
---------------------------- --------------------------
UNAUDITED UNAUDITED
---------------------------- --------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER EXERCISE NUMBER EXERCISE
OF OPTIONS PRICE OF OPTIONS PRICE
---------- ---------- ---------- ----------
$ $
---------- ----------
Outstanding at the beginning of
the year 7,511,379 0.57 3,950,965 0.98
Granted - - 2,400,000 0.06
Forfeited - - (324,586) 0.58
---------- ---------- ---------- ----------
Outstanding at the end of the
quarter 7,511,379 0.57 6,026,379 0.82
========== ========== ========== ==========
Options exercisable at the end of
the quarter 6,129,980 0.68 3,532,292 1.00
========== ========== ========== ==========
F - 9
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 4: SEGMENTS, CUSTOMERS AND GEOGRAPHIC INFORMATION
Summary information about geographic areas:
The Company manages its business on the basis of one reportable segment
(see Note 1 for a brief description of the Company's business) and follows
the requirements of SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" codified into FASB ASC 280.
A. The following is a summary of operations within geographic areas,
based on the location of the customers:
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2009 2008
---------- ----------
TOTAL REVENUES
----------------------------
Alderney $ - $ 729,175
United Kingdom 360,950 -
Australia - 175,000
United States 87,020 155,371
---------- ----------
$ 447,970 $1,059,546
========== ==========
B. Major customer data as a percentage of total revenues:
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2009 2008
------- -------
Customer A (an affiliate company) - 69%
======= =======
Customer B - 16%
======= =======
Customer C 34% *)
======= =======
Customer D 7% -
======= =======
Customer E 59% -
======= =======
*) Represents an amount lower than 10%.
F - 10
WIN GAMING MEDIA, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 5: RECENTLY ADOPTED ACCOUNTING STANDARDS
In June 2009, the Financial Accounting Standards Board ("FASB") issued
.SFAS No. 168 codified into FASB ASC 105, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
SFAS No. 168 establishes the FASB Accounting Standards Codification
("Codification") as the single source of authoritative U.S. generally
accepted accounting principles (U.S. GAAP) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of
authoritative U.S. GAAP for SEC registrants. SFAS No. 168 and the
Codification are effective for financial statements issued for interim and
annual periods ending after September 15, 2009. As the Codification does
not change current GAAP, the adoption of SFAS No. 168 did not materially
impact the Company's consolidated financial position, results of operations
or cash flows.
On May 28, 2009, the FASB issued SFAS No. 165--Subsequent Events ("SFAS No.
165") codified into FASB ASC 855. SFAS No. 165 provides guidance on
management's assessment of subsequent events and requires additional
disclosure about the timing of management's assessment of subsequent
events. SFAS No. 165 does not significantly change the accounting
requirements for the reporting of subsequent events. SFAS No. 165 is
effective for interim or annual financial periods ending after June 15,
2009. The Company adopted SFAS No. 165 as of June 30, 2009 and the adoption
of this standard did not materially impact the Company's financial
position, results of operations, changes in net assets or disclosures in
the financial statements.
In October 2009, the FASB issued Accounting Standards Update ("ASU")
2009-13, which amends ASC Topic 605, Revenue Recognition ("ASC 605"), to
require companies to allocate revenue in multiple-element arrangements
based on an element's estimated selling price if vendor-specific or other
third-party evidence of value is not available. ASU 2009-13 is effective
beginning January 1, 2011. Earlier application is permitted. The Company
does not expect that the update of ASC 605 will affect the Company's
consolidated financial position, results of operations or cash flows.
In September 2009, the FASB ratified final Emerging Issues Task Force
("EITF") Issue 08-01, Revenue Arrangements with Multiple Deliverables
("EITF 08-01"). EITF 08-01 supersedes EITF 00-21, primarily codified into
ASU No. 2009-13, and was issued in response to practice concerns related to
the accounting for revenue arrangements with multiple deliverables under
EITF 00-21. EITF 08-1 applies to all deliverables in contractual
arrangements in all industries in which a vendor will perform multiple
revenue-generating activities, except when some or all deliverables in a
multiple deliverable arrangement are within the scope of other revenue
recognition guidance. EITF 08-1 is effective for fiscal years beginning
after June 15, 2010. The effects of the adoption, if any, of EITF 08-1 on
our consolidated financial position, results of operations and cash flows,
is not expected to be material.
In September 2009, the FASB ratified final EITF 09-3, Software Revenue
Recognition. Entities that sell tangible products containing both hardware
elements and software elements that are currently within the scope of AICPA
Statement of Position ("SOP") Number 97-2, Revenue Recognition for Software
Products with Multiple Deliverables, ("SOP 97-2"), primarily codified into
ASU 2009-14("EITF 09-3"). This Issue would amend EITF 03-05, Applicability
of SOP 97-2 to Non-Software Deliverables in an Arrangement Containing
More-Than-Incidental Software, primarily codified into ASC 985-605, to
exclude from their scope all tangible products containing both software and
no software components that function together to deliver the product's
essential functionality. EITF 09-3 is effective for fiscal years beginning
after June 15, 2010. The effects of the adoption, if any, of EITF 09-3 on
our consolidated financial position, results of operations and cash flows,
is not expected to be material.
F - 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements.
Forward-looking statements include our statements regarding our goals, beliefs,
strategies, objectives, plans, including product and service developments,
future financial conditions, results or projections or current expectations. For
example, when we discuss our funding and growth plans and opportunities,
including our expectation that our cash, together with our Netplay shares,
should be sufficient to meet our anticipated requirements for the next 12
months, we are using a forward looking statement. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," the negative of such terms, or other comparable
terminology. These statements are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause actual results to be
materially different from those contemplated by the forward-looking statements.
The business and operations of Win Gaming Media, Inc., or the Company, are
subject to substantial risks, which increase the uncertainty inherent in the
forward-looking statements contained in this report. Except as required by law,
we undertake no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described in Part I, Item 1A, "Risk Factors" of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2008. Readers are
also urged to carefully review and consider the various disclosures we have made
in this report.
OVERVIEW
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
You should read the following discussion of our financial condition and results
of operations together with the unaudited financial statements and the notes to
unaudited financial statements included elsewhere in this report.
We are a company engaged in the business of supporting interactive gaming
technology through third parties. Our software provides and supports
play-for-fun and play-for-real (i.e., play-for-money) interactive games.
RECENT DEVELOPMENTS
On April 7, 2009, Two Way Gaming Limited, or TWG, 50% owned by us and 50% owned
by Two Way Media Limited, or TWM (we refer to TWG and TWM as the Sellers),
entered into an agreement, or the Netplay Transfer Agreement, with Netplay TV
plc, or Netplay. The NetPlay Transfer Agreement provides for the transfer by the
Sellers of certain gaming services, known as Challenge Jackpot, and the transfer
of about 16,000 registered players of Challenge Jackpot, an interactive game
application provided to Virgin Media Television Limited, or Virgin, their
account balances and the equipment required for running such business. The
transaction closed on May 21, 2009, following the approval thereof by Netplay's
shareholders on May 11, 2009, the completion of the agreement between Netplay
and Virgin for the assignment of the agreement dated June 2008, between TWG and
Virgin and the payment of GBP 200,000 from TWG to Virgin. At the closing,
Netplay issued 8,533,333 shares of its ordinary shares to TWG, which shares were
admitted to trading on May 21, 2009 on the London Stock Exchange plc's market
known as AIM. Of these shares, 4,266,666 shares have been transferred to us and
deposited with Panmure Gordon & Co to be sold by the latter during the first
year from the closing, as it shall reasonably require with a view to maintaining
an orderly market in the shares of Netplay. During the third quarter of 2009 we
sold 1,300,000 shares of Netplay for a total amount of GBP 355,925, equivalent
to approximately $563,630. Our Chief Executive Officer, Shimon Citron, who is
also one of our main shareholders, has a call option that would permit him to
exercise 15% of the shares allocated to the Company based on the shareholders'
agreement of TWG, and in return for Mr. Citron's consent to grant TWG unlimited
right to use the Winnerchannel.com domain, which Mr. Citron owns. Accordingly,
Mr. Citron is entitled to receive 7.5% of all the proceeds generated from the
sale of a part or all of TWG's assets which is equivalent to 15% of the received
shares.
3
In addition, the Sellers and Netplay have agreed that Netplay will assist the
Sellers with the operation of the online casino, WinnerChannel.com, and a
gambling service business, or the Teletext Business, which is marketed and
distributed by Teletext Limited under an agreement between TWM, Teletext Limited
and St Minver Limited. For these services, Netplay will be entitled to 20% of
all net profits, arising from the operation of the WinnerChannel.com and the
Teletext Business and the Sellers will be entitled to 80% of such profits, to
split equally between the Sellers.
On April 7, 2009, the Sellers and Virgin entered into a Termination and
Settlement Agreement under which, on the completion date of the NetPlay Transfer
Agreement and subject to receipt by Virgin from Netplay of an initial payment,
Virgin agreed to terminate the brand license agreement, the production agreement
and all guarantees with TWG in connection with the operation of the Challenge
Jackpot and to irrevocably waive and release all claims that Virgin may have
towards TWG and, mainly the liability for paying minimum guarantee fees to
Virgin. Such waiver and release by Virgin will take effect upon the integration
of the Challenge Jackpot with the Playtech back office system.
As a result of these transactions our remaining interest in TWG includes the
support of the Challenge Jackpot service through Playtech and the operation of
the Winner Channel and Teletext services through Netplay.
On April 13, 2009, RNG Gaming Limited, or RNG, our indirect 80%-owned subsidiary
entered into an Intellectual Property and Technology Purchase Agreement, or the
IP Agreement, under which RNG agreed to sell to an unaffiliated party and a
leading online gaming software provider, substantially all of its multiplayer
Blackjack tournament software platform, including its related intellectual
property, for consideration of a total amount of $250,000 and a 3% share of
buyer's Blackjack revenue (as defined in such agreement) each year for the first
3 years from the date in which the buyer launches full commercial use of the
Blackjack game, and 2% of buyer's Blackjack revenue thereafter for an unlimited
duration. The transaction closed on April 16, 2009. The total consideration was
used to offset our indebtedness to the buyer. 20% of the total consideration
needs to be paid to the 20% shareholder of RNG and we intend to make such
payment in two installments within 12 months from the date of the IP Agreement.
Following the sale of all of RNG's assets, RNG has filed for voluntary
dissolution with the Companies' registrar of Isle of Man.
In addition, pursuant to the IP Agreement, our Delaware wholly owned subsidiary,
Win Gaming Media, Inc., or WGM Delaware, has an option to enter into a software
license agreement with the buyer for the receipt of a non-exclusive license to
use the software platform included in the purchased assets, for the sole purpose
of providing a "Play For Fun" services, in consideration of a revenue share of
15% payable to the buyer and at our request, we and the buyer will enter into
negotiations for the licensing of other multiplayer tournament products
developed by buyer on the basis of the software platform included in the
purchased assets for "Play For Fun" services.
As a result of these transactions, we no longer offer any gaming applications
development work and are currently trying to leverage our wholly-owned
subsidiary Gaming Ventures plc, that is registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
the Exchange Act, by either an outright sale or by incorporating new activities
which shall generate revenue.
In the course of our operation, we have sustained operating losses and expect
such losses to continue in the foreseeable future. To date, we have not
generated sufficient revenues to achieve profitable operations or positive cash
flow from operations. As of September 30, 2009, we had an accumulated deficit of
$16,574,590. There is no assurance that profitable operations, if ever achieved,
will be sustained on a continuing basis. During the nine and three months ended
September 30, 2009, we derived 100% of our revenues from three major customers.
4
To control expenses we are managed by a Chief Executive Officer, who is engaged
on a part time basis and an external Chief Financial Officer. All services
provided by the foregoing are rendered to us on an outsourced contractual basis
and we have no employees on our payroll.
RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED
TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008.
REVENUES AND COST OF REVENUES
We generate revenues only from our software applications. Our revenues for the
three months ended September 30, 2009 increased by 435% to $388,236 from $72,556
for the three months ended September 30, 2008. The increase is attributed to
support services provided by us to Netplay according to the Netplay transfer
agreement closing, dated on May 11, 2009. In 2009 we did not recognize revenue
from our affiliated company TWG, due to our failure to meet the criteria in
accordance with Statement of Position 97-2, Software Revenue Recognition, that
collectability is probable. Therefore the total revenues for the nine months
ended September 30, 2009 decreased by 58% to $447,970 from $1,059,546 for the
nine months ended September 30, 2008.
Cost of revenues for the three months ended September 30, 2009 decreased by 34%
to $233,333 from $354,367 due to the Netplay transfer agreement pursuant to
which TWG, our affiliated company, sold the Challenge Jackpot gaming service to
Netplay and started to provide support services through Playtech Software
Limited. ("Playtech"). Cost of revenues for the nine months ended September 30,
2009 decreased by 56% to $499,290 from $1,128,463 for the nine months ended
September 30, 2008. This decrease is mainly due to the decrease of expenses
following the sale of the intellectual property and technology of our
wholly-owned subsidiary Win Gaming Media (Israel) Ltd. ("WGM Israel"), formerly
known as MixTV Ltd. Further, which were accompanied by the transfer and the
layoff of all of our employees.
RESEARCH AND DEVELOPMENT
Research and development expenses for the three months ended September 30, 2009
decreased by 100% to $0 from $59,201 for the three months ended September 30,
2008. Research and development expenses for the nine months ended September 30,
2009 decreased by 100% to $0 from $161,849 for the nine months ended September
30, 2008. The decreases are primarily attributable to the transfer and layoff of
employees following the sale of the intellectual property and technology of WGM
Israel, no general and administrative expenses currently being allocated to the
research and development department as a result of the transfer and lay off of
employees, and no stock based compensation due to headcount reduction.
SALES AND MARKETING
Sales and marketing expenses for the three months ended September 30, 2009
decreased by 100% to $0 from $6,304 for the three months ended September 30,
2008. Sales and marketing expenses for the nine months ended September 30, 2009
decreased by 100% to $0 from $29,410 for the nine months ended September 30,
2008. The decreases in sales and marketing expenses are primarily attributable
to the transfer and layoff of employees, no stock based compensation, no general
and administrative expenses currently being allocated to marketing and sales as
a result of the transfer and lay off of employees, and to a decrease of travel
expenses.
WAIVER OF A DEBT TO SUPPLIER
On September 30, 2009, we, WGM Israel and Playtech amended the Software License
Agreement and the Intellectual Property Purchase Agreement, both dated August 6,
2008. In the amendment it was agreed to extend the agreements until September
30, 2009. In addition it was agreed that license and service fees to be paid by
us for the period from January 1, 2009 until August 31, 2009 will be $400,000
with the balance waived by Playtech. It was also agreed that the said $400,000
license and service fees will be paid by way of a cash payment of $150,000 and
the balance through offsetting the payment of $250,000 due from Playtech to our
indirect subsidiary, RNG pursuant to the IP Agreement. For the period from
September 1, 2009 until September 30, 2009 the license and service fees was set
at $50,000 and was paid by an additional cash payment. The parties agreed that
the license and service fees for each additional month of extension commencing
on October 1, 2009 will be set at $50,000 per month.
Following the waiver of Playtech of part of the license and service fees, an
amount of $120,441 was recorded as operating income in the third quarter.
5
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the three months ended September 30,
2009 decreased by 12% to $265,865 from $300,586 for the three months ended
September 30, 2008. The decrease in general and administrative expenses for the
three months ended September 30, 2009 compared with the three months ended
September 30, 2008 is primarily attributable to the tight expenses and savings
control. General and administrative expenses for the nine months ended September
30, 2009 increased by 51% to $527,657 from $347,314 for the nine months ended
September 30, 2008. The increases are primarily attributable to the change in
allocation of general and administrative expenses in the previous year to
research and development expenses and sales and marketing expenses. During the
three and the nine months ended September 30, 2009 none of the general and
administrative expenses were allocated to other expenses, while during the three
and the nine months ended September 30, 2008, some of the general and
administrative expenses were allocated to research and development expenses and
to sales and marketing expenses.
OTHER INCOME
Other income for the nine months ended September 30, 2009 summed up to a total
of $1,514,680. The other income for the nine months ended September 30, 2009 is
due to the acceptance of 4,266,666 Netplay shares, valued and recorded at
1,514,680. Other income of $1,690,488 for the three and the nine months ended
September 30, 2008 is attributable to the capital gain incurred in selling the
intellectual property of WGM Israel to Playtech.
NET INCOME ATTRIBUTABLE TO THE COMPANY
Net income attributable to the Company for the three months ended September 30,
2009 was $232,881 compared to a net income of $569,328 for the three months
ended September 30, 2008. Net income attributable to the Company for the nine
months ended September 30, 2009 was $1,235,857 compared to a net loss of
$513,317 for the nine months ended September 30, 2008. Net income per share from
operations for the three months ended September 30, 2009 was $0.01 as compared
to a net income per share of $0.02 for the three months ended September 30,
2008. Net income per share from operations for the nine months ended September
30, 2009 was $0.04 as compared to a net loss of $0.02 for the nine months ended
September 30, 2008. The net income for the three and the nine month periods
ended September 30, 2009 is primarily attributable to the Netplay transfer
agreement in which the Company received 4,266,666 Netplay shares valued at
approximately $1.5 million. Our weighted average number of shares of common
stock used in computing basic and diluted net income per share for the three and
nine months ended September 30, 2009, three months ended September 2008 and net
loss per share for nine months ended September 30, 2008 was 32,319,031.
EQUITY LOSSES OF AFFILIATED COMPANY
Equity profits for the three months ended September 30, 2009 changed to a profit
of $71,277 compared to a loss of $248,644 for the three months ended September
30, 2008. Equity losses for the nine months ended September 30, 2009 decreased
by 96% to $42,769 from $1,181,114 for the nine months ended September 30, 2008.
The change in equity profits or losses is primarily attributable to the change
in valuation of the investment to match our share of 50% in the sum of (1) the
total liability of TWG for paying minimum guarantee fees to Virgin and (2) the
liability of TWG for players' balances. The change in the total amount of such
liabilities is recorded as equity profits or losses.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2009, our total current assets were $642,584 and the total
current liabilities were $95,692. On September 30, 2009, we had an accumulated
deficit of $16,574,590. We currently finance our operations through sale of
assets and revenues from services. We had working capital of $546,892 on
September 30, 2009 compared with a working capital of $329,332 on December 31,
2008. Cash and cash equivalents on September 30, 2009 were $476,390, a decrease
of $52,740 from the $529,130 reported on December 31, 2008. The decrease in cash
is primarily attributable to our cost of operation. As a result of the proceeds
received from the sale of our Challenge Jackpot service to Netplay and the
closing of the agreement with Netplay, we expect to be able to finance our
operations for the next 12 months assuming a market for the sale of our Netplay
shares will continue to exist.
6
Operating activities used cash of $610,991 in the nine months ended September
30, 2009. Cash used by operating activities in the nine months ended September
30, 2009 results primarily from a $91,469 decrease in trade payables, and a
$144,524 decrease in accrued expenses and other liabilities mainly related to
closing our liabilities to vendors and the cost of our operations.
Investing activity provided in the nine months ended September 30, 2009 amounted
to $563,630 resulted from the selling of marketable securities in the amount of
$563,630.
Financing activities used cash of $5,379 in the nine months ended September 30,
2009 which is due to the use of short-term bank credit.
OUTLOOK
Our current cash, together with our Netplay shares, should be sufficient to meet
our anticipated requirements for the next 12 months. We are currently evaluating
various business opportunities that can be integrated into our company to help
it grow. We are also seeking to leverage our wholly owned subsidiary, Gaming
Ventures plc that is registered with the Securities and Exchange Commission
under the Exchange Act, by either an outright sale or by incorporating new
activities which will generate revenues. There is no assurance that our efforts
will be successful.
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ITEM 4T. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) of the Exchange Act. These disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure. Based on that evaluation and the material weakness
described below, management concluded that we did not maintain effective
disclosure controls and procedures as of September 30, 2009. Our management has
identified control deficiencies regarding a lack of segregation of duties, an
insufficient qualification and training of employees, and a need for stronger
internal control environment. Our management believes that these deficiencies,
which in the aggregate constitute a material weakness, are due to the small size
of our staff, which makes it challenging to maintain adequate controls.
The ineffectiveness of disclosure controls and procedures as of September 30,
2009 stemmed in large part from several significant changes in the Company's
executive officers, discontinued operations and personnel cutbacks. Although we
continue to strive to provide improved disclosure controls and procedures in the
future, in the interim, these changes have caused control deficiencies, which in
the aggregate resulted in a material weakness.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting during
the third quarter of 2009 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS.
*10.1 Amendment dated September 30, 2009 to Software License Agreement and
Intellectual Property Purchase Agreement, dated August 6, 2008.
*31.1 Rule 13a-14(a) Certification of Principal Executive Officer.
*31.2 Rule 13a-14(a) Certification of Principal Financial Officer.
**32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350.
**32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350.
----------
* Filed herewith
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized:
WIN GAMING MEDIA, INC.
Dated: November 6, 2009 By: /s/ Shimon Citron
---------------------
Shimon Citron
Chief Executive Officer
/s/ Shlomo Zedkia
---------------------
Shlomo Zedkia
Chief Financial Officer
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