UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549
FORM
10-QSB
(Mark One)
|X|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended June 30, 2002 or
|_|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ________________ to ______________________
Commission
File Number 000-28381
VIRTRA
SYSTEMS, INC. (Exact name of registrant as specified in its
charter) GAMECOM, INC. (Former name, former address and former fiscal
year, if changed since last report)
Texas
93-1207631
(State
or other jurisdiction of incorporation or organization)
(IRS
Employer Identification No.)
440 North
Center, Arlington, TX
76011
(Address
of principal executive offices)
(Zip
Code)
(817)
261-4269 (Registrant's telephone number, including area
code)
Check whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES |X| NO |_|
As of
July 31, 2002, the Registrant had outstanding 35,771,931 shares of common stock,
par value $.005 per share.
PART
I. FINANCIAL INFORMATION
Item 1.
Financial Statements.
Consolidated
Balance Sheet as of June 30, 2002 and December 31, 2001
Consolidated
Statement of Operations for the three months and six months ended June 30, 2002
and 2001
Consolidated Statement of Changes in Stockholders’ Deficit
for the six months ended June 30, 2002
Consolidated Statement of Cash
Flows for the six months ended June 30, 2002 and 2001
Selected Notes to
Financial Statements
VIRTRA
SYSTEMS, INC. CONSOLIDATED BALANCE SHEET June 30, 2002 and
December 31, 2001
__________
June 30,
December 31,
2002
2001
ASSETS
(Unaudited)
(Note)
Current assets:
Cash and cash equivalents
$ -
$ -
Accounts receivable
20,974
15,669
Total current assets
20,974
15,669
Property and equipment, net
559,108
822,964
Note receivable-related party
67,885
67,885
Intangible assets, net
45,325
54,389
Total assets
$ 693,292
$ 960,907
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Notes payable
$ 1,025,397
$1,079,464
Current portion of obligations under product financing
arrangements
1,961,760
1,840,436
Notes payable-stockholders
910,031
710,531
Accounts payable
1,267,505
1,020,574
Book overdraft
25,638
33,172
Accrued interest payable
185,810
146,341
Accrued liabilities
348,651
355,365
Total current liabilities
5,724,792
5,185,883
Obligations under product financing arrangements, net of current portion
2,782,480
2,513,914
Total liabilities
8,507,272
7,699,797
Redeemable common stock, 778,291 shares at $.005 par value
3,891
3,891
Stockholders’ deficit:
Common stock, $.005 par value, 100,000,000 shares
authorized, 35,671,931 and 32,931,842 shares issued
and outstanding at June 30, 2002 and December 31,
2001, respectively
178,361
164,660
Additional paid-in capital
2,600,813
2,129,589
Accumulated deficit
(10,597,045)
(9,037,030)
Total stockholders’ deficit
(7,817,871)
(6,742,781)
Total liabilities and stockholders’ deficit
$ 693,292
$ 960,907
Note: The
balance sheet at December 31, 2001 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. See accompanying notes.
VIRTRA
SYSTEMS, INC.
CONSOLIDATED
STATEMENT OF OPERATIONS for the three months and six months ended June
30, 2002 and 2001 __________ (Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2002
2001
2002
2001
Revenue:
Theme parks and arcades
$ 284,648
$ 377,551
$ 364,177
$ 553,057
Custom applications and other
10,315
462,859
137,887
819,061
Total revenue
294,963
840,410
502,064
1,372,118
Cost of sales and services
277,756
782,703
369,113
968,134
Gross margin
17,207
57,707
132,951
403,984
General and administrative expenses
579,807
511,941
1,013,383
1,240,466
Loss from operations
(562,600)
(454,234)
(880,432)
(836,482)
Other income (expenses):
Interest income
-
597
-
1,338
Interest expense and finance charges
(205,709)
(230,137)
(686,455)
(570,835)
Other income
-
43,515
6,872
43,665
Total other income (expenses)
(205,709)
(186,025)
(679,583)
(525,832)
Net loss
$ (768,309)
$ (640,259)
$(1,560,015)
$(1,362,314)
Weighted average shares outstanding
35,208,536
31,602,233
34,356,598
31,400,100
Basic and diluted net loss per common
share
$ (0.02)
$ (0.02)
$ (0.05)
$ (0.04)
See
accompanying notes. VIRTRA SYSTEMS, INC.
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT for the six months ended June
30, 2002 __________ (Unaudited)
Common Stock
Additional Paid-In
Accumulated
Shares
Amount
Capital
Deficit
Total
Balance at December 31,
2001
32,931,842
$ 164,660
$2,129,589
$ (9,037,030)
$(6,742,781)
Common stock issued for
financing fees
1,780,089
8,901
225,599
-
234,500
Common stock issued for
services
960,000
4,800
245,625
-
250,425
Net loss
-
-
-
(1,560,015)
(1,560,015)
Balance at June 30, 2002
35,671,931
$ 178,361
$2,600,813
$(10,597,045)
$(7,817,871)
See
accompanying notes.
VIRTRA
SYSTEMS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS for the
six months ended June 30, 2002 and 2001 (Unaudited)
__________
Six Months Ended June 30,
2002
2001
Cash flows from operating activities:
Net income (loss)
$(1,560,015)
$(1,362,314)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization
272,920
302,691
Amortization of debt issuance costs
397,390
258,517
Bad debt expense
-
33,471
Stock issued as financing fees and interest
234,500
73,400
Stock issued as compensation for services
250,425
58,754
Changes in operating assets and
liabilities:
Accounts Receivable
(5,305)
19,025
Accounts Payable
246,931
57,001
Accrued interest
payable
39,469
11,124
Accrued liabilities
(6,714)
-
Net cash used in operating activities
(130,399)
(548,331)
Cash flows from investing activities:
Capital expenditures
-
(16,656)
Net cash used in investing activities
-
(16,656)
Cash flows from financing activities:
Proceeds from notes payable
35,000
60,000
Payments on notes payable
(89,067)
(34,008)
Proceeds from obligations under product financing
arrangements
-
563,860
Payments on obligations under product financing
arrangements
(7,500)
(101,000)
Proceeds from notes payable to stockholders
199,500
45,000
Decrease in book overdraft
(7,534)
-
Proceeds from issuance of common stock
-
25,000
Net cash provided by financing activities
130,399
558,852
Net increase (decrease) in cash and cash equivalents
-
(6,135)
Cash and cash equivalents at beginning of period
-
6,135
Cash and cash equivalents at end of period
$ -
$ -
Non-cash investing and financing activities:
Interest paid
$ 18,589
$ 379,118
Income taxes paid
$ -
$ -
Common stock issued as repayment of notes payable
to stockholders
$ -
$ 95,000
See
accompanying notes. VIRTRA SYSTEMS, INC.
NOTES
TO FINANCIAL STATEMENTS __________
1. Basis of
Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles and the rules of the
U.S. Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto for the year ended December
31, 2001. They do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2001 included in the Company’s Form 10-KSB and Form DEF
14A filed with the Securities and Exchange Commission. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been included. Operating
results for the interim periods are not necessarily indicative of the results
that may be expected for the respective full year.
Effective
September 21, 2001, GameCom, Inc. merged with Ferris Productions, Inc. by
issuing 18,072,289 shares of GameCom common stock for all of the outstanding
shares of Ferris. The merger, which was initiated prior to June 30, 2001, is
accounted for as a pooling of interests in the accompanying unaudited
consolidated interim financial statements. The pooling of interests method of
accounting assumes that GameCom and Ferris have been merged since their
inception and the historical interim consolidated financial statements for
periods prior to consummation of the merger are restated as though the companies
have been combined since their inception.
Effective
April 15, 2002, the Company’s board of directors approved a change in the
Company’s name to VirTra, Systems, Inc.
2. Notes
Payable to Stockholders
During the
six months ended June 30, 2002, the Company borrowed an additional $199,500 from
certain stockholders of the Company and incurred $199,500 of finance charges
associated with the issuance of these new loans.
3. Income
Taxes
The
difference between the 34% federal statutory income tax rate and amounts shown
in the accompanying interim consolidated financial statements is primarily
attributable to an increase in the valuation allowance applied against the tax
benefit from the future utilization of net operating loss
carryforwards.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
The statements contained in this Report that are not
historical are forward-looking statements, including statements regarding the
Company's expectations, intentions, beliefs or strategies regarding the future.
Forward-looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. The following discussion and analysis should be read
in conjunction with the financial statements and notes thereto appearing
elsewhere in this Report.
Overview
Effective May 6, 2002, the Company’s name was
changed from “GameCom, Inc.” to “VirTra Systems, Inc.,”
pursuant to authority granted to the board of directors by the shareholders at
its September, 2001 meeting.
Effective September, 2001, GameCom completed
the acquisition of Ferris Industries, Inc., a leading developer and operator of
virtual reality devices. Ferris designed, developed, and distributed
technically-advanced products for the entertainment, simulation, promotion, and
education markets. Its virtual reality (VR) devices are computer-based and allow
people to view and manipulate graphical representations of physical reality. The
acquisition provided the Company with a wider array of products within the
Company's industry, an experienced management team, an existing revenue stream,
and established distribution channels. Until it acquired Ferris, GameCom had
devoted substantially all of its efforts to implementing its `Net GameLink (TM),
product, an interactive entertainment system designed to allow a number of
players to compete with one another in a game via an intranet or the Internet.
It intends to continue development and deployment of that entertainment system
while at the same time expanding Ferris' business. Post-merger, the anticipated
deployment of the Company's existing virtual reality technology is anticipated
to be highly profitable.
The Ferris acquisition was accounted for as a
pooling of interests. Ferris was much larger than GameCom in terms of assets,
and had substantial revenues whereas GameCom had essentially no revenues at the
time of the acquisition. As a result, the discussion below relates in major part
to the Ferris operations rather than GameCom's.
Future revenues and
profits will depend upon various factors, including market acceptance of `Net
GameLink (TM) and, more importantly, on the success of Ferris' product lines, as
well as on general economic conditions. The Company’s anticipated entry
into the training/simulation market was advanced by the aftermath of September
11, 2001. The Company remains in advanced discussions with representatives of
Homeland Security regarding the Company’s technology and its capabilities
in the detection and mitigation of risks. There can be no assurances that these
advanced discussions will be fruitful.
There can be no assurances that
the Company will successfully implement its expansion plans, including the `Net
GameLink (TM) entertainment concept, the hoped-for expansion of Ferris'
operations, and the anticipated entry into the training/simulation market with
the Company’s advanced training simulators. The Company faces all of the
risks, expenses, and difficulties frequently encountered in connection with the
expansion and development of the business, difficulties in maintaining delivery
schedules if and when volume increases, the need to develop support arrangements
for systems at widely dispersed physical locations, and the need to control
operating and general and administrative expenses. While the Ferris acquisition
provided an established stream of revenues and historically favorable gross
margins, Ferris had not yet generated a profit, and substantial additional
capital, or major highly-profitable custom applications, will be needed if those
operations are to become profitable.
Results
of Operations
Three Months Ended June 30, 2002 Compared to Three
Months Ended June 30, 2001
Two major factors affect the Company's
results of operations for the three months ended June 30, 2002 compared to the
corresponding period of 2001. First, revenues declined. Second, general and
administrative expense increased.
Revenues from both of the Company's
virtual reality product lines -- theme parks and arcades and custom applications
-- are somewhat unpredictable. Theme park and arcade revenues are affected by
both the overall traffic at facilities of this type and by the extent to which
the Company is able to provide new and attractive content to attract more users
and increase repeat business. Custom applications tend to consist of a few large
projects at any time, and the stage of completion of any particular project can
significantly affect revenue. The Company had revenue of $294,963 for the three
months ended June 30, 2002 compared to $840,410 for the corresponding three
months of 2001. Revenue from theme parks and arcades declined primarily because
the Company did not substantially update the content of its virtual reality
systems at these facilities during 2001. Revenue from custom applications and
other sources also declined, reflecting the fact that the Company completed
several major projects in the first quarter of 2001 and revenues from new
projects in this area had not yet begun. Cost of sales and services decreased in
proportion to the reduced sales. General and administrative costs of $579,807
for the three months ended June 30, 2002, compared to $511,941 for the three
months ended June 30, 2001 increased primarily due to additional consulting
services, which were paid for in stock.
Interest expense decreased to
$205,709 for the three months ended June 30, 2002 compared to $230,137 for the
corresponding period of 2001 largely because the Company issued fewer shares as
compensation for loans.
Six Months Ended June 30, 2002 Compared to
Six Months Ended June 30, 2001
Three major factors affect our
results of operations for the six months ended June 30, 2002 compared to the
corresponding period of 2001.
revenues
declined.
general
and administrative costs decreased.
interest
expense increased.
Revenues from both of our virtual reality product lines --
theme parks and arcades and custom applications -- are somewhat unpredictable.
Theme park and arcade revenues are affected by both the overall traffic at
facilities of this type and by the extent to which we are able to provide new
and attractive content to attract more users and increase repeat business.
Custom applications tend to consist of a few large projects at any time, and the
stage of completion of any particular project can significantly affect revenue.
We had revenue of $502,064 for the six months ended June 30, 2002 compared to
$1,372,118 for the corresponding six months of 2001. Revenue from theme parks
and arcades declined primarily because
theme
park attendance is down across the country, averaging a 22% decline at the theme
parks where our VR Zones are located,
season
passholder attendance is up significantly, indicating local visitors, who
typically do not spend as much per capita as destination tourists, returning to
their local parks, and
we
did not substantially update the content of our virtual reality systems at these
facilities during 2001.
Revenue from custom applications and other sources also
declined, reflecting the fact that we completed several major projects in the
first two quarters of 2001 and revenues from new projects in this area had not
yet begun in 2002. Cost of sales and services decreased in proportion to the
reduced sales. General and administrative costs of $1,013,383 for the six months
ended June 30, 2002, compared to $1,240,466 for the six months ended June 30,
2001, decreased primarily due to our efforts to reduce our overhead costs.
Interest expense increased to $686,455 for the six months ended June 30,
2002 compared to $570,835 for the corresponding period of 2001 largely because
we received additional loans from our shareholders in 2002 and, as an incentive
to loan additional funds, we issued common stock to those shareholders and
incurred $234,500 in additional finance charges in 2002. The decrease in other
income of $43,665 for the six months ended June 30, 2001 to $6,872 for the six
months ended June 30, 2002 was a result primarily of the sale during the 2001
fiscal period of the entire future revenue stream of some of our games for a
lump sum.
Liquidity
and Plan of Operations
As of June 30, 2002 our
liquidity position was extremely precarious. We had current liabilities of
$5,724,792, including $1,961,760 in obligations under the lease financing for
our virtual reality systems, $1,267,505 in accounts payable and short-term notes
payable of $1,935,428 (plus related accrued interest ), some of which were
either demand indebtedness or were payable at an earlier date and were in
default. As of June 30, 2002 there were only $20,974 in current assets available
to meet those liabilities.
We have not made any draws
under our equity line with Swartz since January 2001, because the price and
volume of trading in our shares have been too low to make that source of
financing attractive. To date we have met our capital requirements by acquiring
needed equipment under non-cancelable leasing arrangements, through capital
contributions, loans from principal shareholders and officers, and certain
private placement offerings. For the six months ended June 30, 2002, the net
loss was $(1,560,015). In order to reduce our cash requirements, we issued
approximately $485,000 in common stock to pay financing fees, interest and
compensation for services, and allowed accounts payable and accrued liabilities
to increase by approximately $280,000. After taking into account the non-cash
items included in that loss, our cash requirements were approximately $130,000.
To cover these cash requirements, we increased our borrowings from shareholders
by $199,500 and borrowed $35,000 from an unrelated party, applying $89,067 of
the proceeds of these borrowings to payments on notes payable, $7,500 to payment
on one equipment financing lease/promissory note and $7,534 to repayment of a
book overdraft.
The opinion of our independent
auditor for each of the last two fiscal years expressed substantial doubt as to
our ability to continue as a going concern. We will need substantial additional
capital or new lucrative custom application projects to become profitable., We
may need additional financing to acquire major custom application projects
currently under negotiation, in order to carry out our expansion plans. Just
after the end of the second quarter, we entered into arrangements with Dutchess
Private Equities Fund, L.P. Under these arrangements, Dutchess is to purchase up
to $5 million of our common stock over the next two years under an equity line.
As with the previous equity line with Swartz, the numbers of shares we will be
entitled to sell to Dutchess will be based upon the trading volume of our stock.
Dutchess and several other investors participated in a private placement of
$250,000 in convertible debentures and Dutchess and other investors will
participate in the private placement of an additional $200,000 in convertible
debentures with the funds to become available within a few days after the
effectiveness of a registration statement covering resale of the shares to be
issued under the equity line. Based on recent increases in the stock's trading
volume following our entry into the training simulation field, management
believes that this equity line will allow us to continue our operations for at
least the next twelve months.
PART
II - OTHER INFORMATION
Item 1. Legal
Proceedings
N/A
Item 4. Submission of Matters
to a Vote of Security Holders
N/A
Item 5. Other
Information
None.
Item
6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99.1 Certificate of Chief Executive Officer and
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VIRTRA SYSTEMS, INC.
Date: August 14, 2002
/s/ L. Kelly
Jones
L. Kelly Jones
Chief Executive Officer and Chief Financial
Officer