UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
OR
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO. 0-23928

PDS GAMING CORPORATION

(Exact name of Registrant as specified in its charter)

Minnesota	41-1605970
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
6171 McLeod Drive, Las Vegas, Nevada 89120
(Address of Principal Executive Offices)
(702) 736-0700
(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:

	Class				Outstanding as of August 2, 2004
Common Stock, $.01 par value				3,812,222

PDS GAMING CORPORATION AND SUBSIDIARIES
INDEX

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets—June 30, 2004 (Unaudited) and December 31, 2003	3
	Consolidated Statements of Income (Unaudited)—Three Months Ended June 30, 2004 and 2003	4
	Consolidated Statements of Income (Unaudited)—Six Months Ended June 30, 2004 and 2003	5
	Consolidated Statements of Cash Flows (Unaudited)—Six Months Ended June 30, 2004 and 2003	6
	Notes to Consolidated Financial Statements (Unaudited)	7-8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15-16
PART II OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	17

PART I—OTHER INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PDS GAMING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30, 2004			December 31, 2003
	(Unaudited)
ASSETS:
Cash and cash equivalents	$	784,000		$	2,042,000
Restricted cash	4,182,000			10,886,000
Notes, accounts and leases receivable, net of allowances	38,509,000			21,798,000
Equipment under operating leases, net	91,759,000			77,922,000
Equipment held for sale or lease	1,420,000			1,984,000
Other assets, net	8,744,000			9,201,000
	$	145,398,000		$	123,833,000
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Equipment vendors payable	$	5,146,000		$	21,767,000
Accounts payable	306,000			311,000
Customer deposits	5,491,000			4,678,000
Notes payable	111,374,000			77,643,000
Subordinated debt	9,511,000			5,562,000
Accrued expenses and other	4,401,000			5,056,000
	136,229,000			115,017,000
Stockholders’ equity:
Common stock, $.01 par value, 20,000,000 shares authorized, 3,812,222 and 3,806,222 shares issued and outstanding	38,000			38,000
Additional paid-in capital	11,828,000			11,819,000
Deficit	(2,697,000		)	(3,041,000		)
	9,169,000			8,816,000
	$	145,398,000		$	123,833,000

See notes to consolidated financial statements.

PDS GAMING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30,
(Unaudited)

	2004		2003
REVENUES:
Equipment sales and sales-type leases	$	10,378,000	$	1,594,000
Operating lease rentals	8,628,000		6,137,000
Finance income	996,000		1,216,000
Fee income	156,000		668,000
Casino			226,000
	20,158,000		9,841,000
COSTS AND EXPENSES:
Equipment sales and sales-type leases	8,935,000		1,394,000
Depreciation on leased equipment	5,621,000		4,390,000
Interest	3,806,000		2,405,000
Casino	45,000		331,000
Selling, general and administrative	1,394,000		849,000
Depreciation and amortization on other property	49,000		187,000
	19,850,000		9,556,000
Income before income taxes	308,000		285,000
Income taxes	122,000		103,000
Net income	$	186,000	$	182,000
Earnings per share—basic and diluted	$	0.05	$	0.05
Weighted average shares outstanding:
Basic	3,812,000		3,804,000
Diluted	3,821,000		3,805,000

See notes to consolidated financial statements.

PDS GAMING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30,
(Unaudited)

	2004		2003
REVENUES:
Equipment sales and sales-type leases	$	17,997,000	$	3,499,000
Operating lease rentals	17,397,000		11,542,000
Finance income	1,793,000		2,202,000
Fee income	294,000		1,643,000
Casino	25,000		389,000
	37,506,000		19,275,000
COSTS AND EXPENSES:
Equipment sales and sales-type leases	15,576,000		2,994,000
Depreciation on leased equipment	11,529,000		8,165,000
Interest	6,999,000		4,637,000
Casino	285,000		642,000
Selling, general and administrative	2,399,000		1,766,000
Depreciation and amortization on other property	145,000		379,000
	36,933,000		18,583,000
Income before income taxes	573,000		692,000
Income taxes	229,000		249,000
Net income	$	344,000	$	443,000
Earnings per share—basic and diluted	$	0.09	$	0.12
Weighted average shares outstanding:
Basic	3,810,000		3,803,000
Diluted	3,819,000		3,804,000

See notes to consolidated financial statements.

PDS GAMING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
(Unaudited)

	2004			2003
OPERATING ACTIVITIES:
Net cash used in operating activities	$	(7,088,000	)	$	(1,706,000	)
INVESTING ACTIVITIES:
Purchase of equipment for leasing	(38,630,000		)	(13,890,000		)
Decrease (increase) in restricted cash	6,704,000			(1,021,000		)
Proceeds from sale of equipment under operating leases	190,000			50,000
Other	(49,000		)	(55,000		)
Net cash used in investing activities	(31,785,000		)	(14,916,000		)
FINANCING ACTIVITIES:
Proceeds from borrowings	91,528,000			32,162,000
Proceeds from borrowings of subordinated debt	9,500,000
Repayment of borrowings	(57,860,000		)	(13,961,000		)
Repayment of subordinated debt	(5,562,000		)	(500,000		)
Proceeds from issuance of common stock	9,000			5,000
Net cash provided by financing activities	37,615,000			17,706,000
CHANGE IN CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents	(1,258,000		)	1,084,000
Cash and cash equivalents at beginning of period	2,042,000			115,000
Cash and cash equivalents at end of period	$	784,000		$	1,199,000

See notes to consolidated financial statements.

PDS GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION:

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. For further information, please refer to the consolidated financial statements of PDS Gaming Corporation (the “Company”), and the related notes, included within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “2003 Form 10-K”), previously filed with the Securities and Exchange Commission, from which the balance sheet information at December 31, 2003 was derived.

Certain amounts as previously reported have been reclassified to conform to the current presentation.

2. STOCK OPTION PLANS:

The Company has two stock option plans, the 1993 Stock Option Plan and the 2002 Stock Option Plan. The Company applies Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for its stock option plans. Based on the related circumstances, no compensation expense has been recognized for the stock option plans. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123 (“SFAS No. 148”). Had compensation expense for the Company’s stock option plans been determined based on the fair value at the grant date for awards under these plans, consistent with the methodology prescribed under SFAS No. 148, the Company’s net income and earnings per share would have approximated the pro forma amounts indicated below:

	Three Months Ended June 30					Six Months Ended June 30
	2004		2003			2004		2003
Reported net income	$	186,000		$	182,000	$	344,000	$	443,000
Reported earnings per share—basic and diluted	0.05			0.05		0.09		0.12
Adjustment to compensation expense for stock-based awards, net of tax	12,000			41,000		24,000		81,000
Pro forma net income	174,000			141,000		320,000		362,000
Pro forma earnings per share—basic and diluted	0.05			0.04		0.08		0.10

The weighted-average fair value of each stock option included in the preceding pro forma disclosures was estimated using the Black-Scholes option-pricing model and is amortized over the vesting period of the underlying options.

PDS GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

3. NOTES PAYABLE

Notes payable consist of the following:

	June 30, 2004			December 31, 2003
Lines of credit with a maximum aggregate balance of $15,697,000 bearing interest at rates from 5.25% to 10.50%, secured by related investment in leases, equipment held for sale or lease and other assets	$	9,011,000		$	9,151,000
Equipment notes bearing interest at rates from 0% to 15.00%, secured by related investment in leases:
Recourse	12,594,000			12,216,000
Non-recourse	90,361,000			56,978,000
	111,966,000			78,345,000
Unamortized loan discounts	(592,000		)	(702,000		)
	$	111,374,000		$	77,643,000

4. CONTINGENCY

In February 2003, the Company announced that it had entered into a letter of intent with respect to a proposal submitted by the management group consisting of Johan P. Finley, the Company’s Chairman and Chief Executive Officer, Lona M.B. Finley, the Company’s Executive Vice President, Secretary and Chief Administrative Officer, and Peter D. Cleary, the Company’s President, Treasurer and Chief Financial Officer (collectively, the “Management Group”), to acquire all of the approximately 69% of the outstanding shares of the Company’s common stock not already owned by the Management Group. In April 2004, the Company announced that it had entered into a definitive Agreement and Plan of Merger (the “Plan”) with PDS Holding Co., LLC, an entity controlled by the Management Group (“PDSH”) relating to the proposal of the Management Group, and that its Board of Directors and the Special Committee of the Board, composed of the Company’s three independent directors, unanimously approved the Plan.

The consummation of the management buyout transaction contemplated by the Plan is subject to the satisfaction of a number of conditions, including, without limitation, approval of such transaction by a majority of the Company’s outstanding shares and by a majority of the Company’s outstanding shares not owned by the Management Group, the truthfulness of the Company’s representations and warranties, the absence of a material breach of the Company’s and PDSH’s respective obligations, the exercise of dissenter’s rights by less than 5% of the Company’s outstanding shares, the procuring of all necessary consents of the Company’s commercial lenders and the securing of required approvals from all gaming regulatory agencies.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company is engaged in the business of leasing and other financing of gaming equipment and remarketing previously leased gaming devices to casino operators. The gaming equipment financed by the Company consists mainly of slot machines, video gaming machines and other gaming devices. In addition, the Company finances furniture, fixtures and other gaming-related equipment, including gaming tables and chairs, restaurant and hotel furniture, vehicles, security and surveillance equipment, computers and other office equipment. The Company believes it is currently the only independent leasing company licensed (or registered, as the case may be) in the states of Nevada, New Jersey, California, Colorado, Illinois, Indiana, Iowa, Minnesota, Mississippi and New Mexico to provide this financing alternative. In early 2001, the Company received a nonrestricted gaming license from the Nevada Gaming Commission to operate The Gambler, now known as Rocky’s Casino and Sports Bar (“Rocky’s”), in Reno, Nevada. Due to continuing operating losses, the Company sought and was granted approval from the Nevada Gaming Control Board to temporarily cease operations at Rocky’s effective January 31, 2004. Prior to that time, Rocky’s was licensed to operate 180 slot machines. The Company is evaluating its future alternatives for Rocky’s, which include sale, lease or joint venture of the property.

The Company’s quarterly operating results, including net income, have historically fluctuated due to the timing of completion of large financing transactions, as well as the timing of recognition of the resulting fee income upon subsequent sale. These transactions can be in the negotiation and documentation stage for several months, and recognition of the resulting fee income by the Company may fluctuate greatly from quarter to quarter. Thus, the results of any quarter are not necessarily indicative of the results that may be expected for any other period.

The Company’s operating results are also subject to quarterly fluctuations resulting from a variety of other factors, including, but not limited to, (i) variations in the mix of financing transactions between operating leases, notes receivable and leases receivable, (ii) changes in the gaming industry which affect the demand for used gaming devices sold by the Company at lease termination, and (iii) economic conditions, in which a detrimental change can cause customers to delay new investments and increase the Company’s bad debt exposure, and reduce the level of fee income obtained through the sale of leases or financing transactions.

STRATEGY

The Company’s strategy is to increase recurring revenues and cash flows through originations of leases. In addition to its leasing activities, the Company also originates note transactions which it generally sells to third parties. In some of its transactions, the Company holds the leases or notes for a period of time after origination or retains a partial ownership interest in the leases or notes. The Company believes its ability to remarket used gaming devices enhances the gaming devices’ values at the end of an operating lease and facilitates additional financing transactions.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures, some of which may require revision in future periods. The most significant estimates are those involving residual values, collectibility of notes, accounts and leases receivable and valuation of equipment held for sale or lease.

Following is a summary of what management believes are the critical accounting estimates and policies of the Company. The application of these policies, in some cases, requires the Company’s management to make subjective judgments regarding the effect of matters that are inherently uncertain. See Note 1, “Summary of Significant Accounting Policies,” to the Company’s Consolidated Financial Statements included within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, previously filed with the Securities and Exchange Commission, for a more detailed discussion of the Company’s accounting policies.

Balance Sheet Presentation. The Company prepares its balance sheet in an unclassified format, as is customary in its industry, because the working capital concept is not particularly meaningful for its business.

Revenue and Cost Recognition. The Company records revenue primarily in accordance with SFAS No. 13, Accounting for Leases,and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, along with other related guidance under generally accepted accounting principles and other applicable regulatory guidance.

The Company’s leasing activities include operating, direct finance and sales-type leases. For all types of leases, the determination of profit considers the estimated value of equipment at lease termination, referred to as the residual value. The issues specific to operating, direct finance and sales-type leases are as follows:

· For operating leases, revenue and depreciation on the leased equipment are recorded on the straight-line method over the term of the lease.

· Direct finance and sales-type leases are similar in that substantially all of the benefits and risks of ownership of the leased equipment are transferred to the lessee, and finance income is recognized at a constant percentage return on the asset carrying value. The carrying value consists of the present value of the future lease payments plus any unguaranteed residual, sometimes referred to herein as leases receivable. A dealer’s profit or loss on the subject equipment is recognized at the inception of a sales-type lease.

Estimates related to the economic life of the equipment and present value factors can influence the classification of a lease. The Company selects present value factors based upon perceived economic risk associated with the transaction relative to alternatives. The economic life of the related equipment is generally determined by reference to industry practices.

After the inception of a lease, the Company may discount or sell notes and future lease payments to reduce or recover its investment in the asset. Initial direct costs related to leases and notes receivable are capitalized as part of the related asset and amortized over the term of the agreement using the interest method, except for operating leases, for which the straight-line method is used.

Equipment held for sale or lease, consisting primarily of gaming devices, is valued at the lower of average unit cost or net realizable value. Revenue is recognized when title transfers to the customer upon shipment of used gaming devices or upon the exercise of a purchase option under an operating lease.

Allowances For Collection and Other Losses. Allowances for losses are maintained at levels determined by the Company’s management to adequately provide for collection losses and any other-than-temporary declines in other asset values. In determining estimated losses, the Company’s management considers economic conditions, the activity in used equipment markets, the effect of actions by equipment manufacturers, the financial condition of customers, the expected courses of action by lessees with regard to leased equipment at termination of the initial lease term, changes in technology and other factors which management believes are relevant. Recoverability of an asset value is measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If a loss is

indicated, the loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the estimated net realizable value of the asset. Asset charge-offs are recorded upon the disposition of the underlying assets. Management reviews the Company’s assets on a quarterly basis to determine the adequacy of the allowances for losses.

RESULTS OF OPERATIONS

Three months ended June 30, 2004 and 2003

The Company reported net income of $186,000 or $0.05 per diluted share in the second quarter 2004 compared to net income of $182,000 or $0.05 per diluted share in the second quarter 2003. The Company completed $30.4 million in originations in the second quarter 2004 compared with $42.6 million in the second quarter 2003. Originations in the second quarter 2004 included $21.6 million sourced through two customers. Originations in the second quarter 2003 included $23.0 million sourced through a single customer. Included in this amount was a $20.8 million note syndicated by the Company, of which $1.0 million was retained by the Company for its portfolio.

Total revenues and the mix of revenues and related costs for the comparable periods varied significantly, but this variability is not unusual given the nature of the Company’s operations. Revenues in the second quarter 2004 totaled $20.2 million compared to $9.8 million in the year-earlier quarter, an increase of $10.4 million. This increase reflects higher levels of revenues from equipment sales and sales-type leases and operating lease rentals.

Revenues from equipment sales and sales-type leases are summarized as follows:

	June 30, 2004		June 30, 2003		Increase (Decrease)
Sales-type lease revenues, representing sales of equipment at the inception of a lease in which a dealer’s profit or loss is recognized	$	9,652,000	$	85,000	$	9,567,000
Sales of equipment from inventory	596,000		1,142,000		(546,000		)
Sales of equipment coming off lease			250,000		(250,000		)
Retail sales of gaming equipment and merchandise	130,000		117,000		13,000
	$	10,378,000	$	1,594,000	$	8,784,000

The increase in sales-type lease revenues of $9.6 million is primarily the result of a lessee purchasing leased equipment, which had previously been under operating leases. The Company is financing the purchase of the equipment by the customer via sales-type leases.

Costs of equipment sales and sales-type leases totaled $8.9 million and $1.4 million in the quarters ended June 30, 2004 and 2003, respectively. The increase in costs corresponds to the increase in revenues from equipment sales and sales-type leases. Changes in margin, which were 14% in the second quarter 2004 and 13% in the second quarter 2003, result from a number of factors, including variations in supply and demand in the markets served by the Company.

Rental revenues from operating leases increased by $2.5 million, or 41%, to $8.6 million in the second quarter 2004 from $6.1 million in the year-earlier quarter as a result of the Company’s significantly larger portfolio of operating leases, in relation to other leases, in the current year. This portfolio increased to an average of $89.4 million in the second quarter 2004 from $55.7 million in the year-earlier period as a result of the Company’s aggressive sales efforts. Related depreciation increased to $5.6 million from $4.4 million for the quarters ended June 30, 2004 and 2003, respectively.

Finance income primarily represents interest income earned from notes and leases receivable, and decreased by 18% to $1.0 million in the second quarter 2004 from $1.2 million in the year-earlier quarter.

This decrease reflects the declining percentage of the Company’s new originations that have resulted in notes and leases receivable.

Fee income decreased by 77% to $156,000 in the second quarter 2004 from $668,000 in the year-earlier quarter. Fee income has historically fluctuated due to the timing of completion of large financing transactions, as well as the timing of the subsequent sale of notes and leases receivable.

Interest expense totaled $3.8 million in the second quarter 2004 compared to $2.4 million in the second quarter 2003, an increase of 58%. This increase results from higher average debt levels, resulting primarily from new originations, and a higher weighted average cost of funds in the second quarter 2004 compared to the second quarter 2003. The weighted average cost of funds, which includes the amortization of capitalized loan costs, increased to 13.2% in the second quarter 2004 from 12.1% in the second quarter 2003 due to market factors.

Selling, general and administrative expenses increased by 64% to $1.4 million in the second quarter 2004 from $849,000 in the year-earlier quarter. Included in the increase of $545,000 is $320,000 in costs relating to taking the Company private.

The estimated effective income tax rate was 40% in the second quarter 2004 as compared to 36% in the second quarter 2003. In both periods, the estimated effective rate was higher than the federal statutory tax rate of 34% due primarily to state income taxes and permanent tax differences.

Six months ended June 30, 2004 and 2003

The Company reported net income of $344,000 or $0.09 per diluted share for the six months ended June 30, 2004 compared to net income of $443,000 or $0.12 per diluted share for the six months ended June 30, 2003. The Company completed $59.4 million in originations in the six months ended June 30, 2004 compared with $74.1 million in the six months ended June 30, 2003. Originations in the current year included $46.1 million sourced through three customers. Originations in the prior year included $51.1 million sourced through two customers.

Revenues in the six months ended June 30, 2004 totaled $37.5 million compared to $19.3 million in the year-earlier period, an increase of $18.2 million or 95%. This increase reflects higher levels of revenues from equipment sales and sales-type leases and operating lease rentals.

Revenues from equipment sales and sales-type leases totaled $18.0 million in the six months ended June 30, 2004 compared to $3.5 million in the year-earlier period, and are summarized as follows:

	June 30, 2004		June 30, 2003		Increase (Decrease)
Sales-type lease revenues, representing sales of equipment at the inception of a lease in which a dealer’s profit or loss is recognized	$	16,142,000	$	1,108,000	$	15,034,000
Sales of equipment from inventory	1,089,000		1,806,000		(717,000		)
Sales of equipment coming off lease	504,000		360,000		144,000
Retail sales of gaming equipment and merchandise	262,000		225,000		37,000
	$	17,997,000	$	3,499,000	$	14,498,000

The increase in sales-type lease revenues of $15.0 million is primarily the result of a lessee purchasing leased equipment, which had previously been under operating leases. The Company is financing the purchase of the equipment by the customer via sales-type leases.

Costs of equipment sales and sales-type leases totaled $15.6 million and $3.0 million in the six months ended June 30, 2004 and 2003, respectively. The increase in costs corresponds to the increase in revenues

from equipment sales and sales-type leases. Changes in margin, which were 13% in the six months ended June 30, 2004 and 17% in the year-earlier period, result from a number of factors, including variations in supply and demand in the markets served by the Company.

Rental revenues from operating leases increased by $5.9 million, or 51%, to $17.4 million in the six months ended June 30, 2004 from $11.5 million in the year-earlier period as a result of the Company’s significantly larger portfolio of operating leases, in relation to other leases, in the current year. This portfolio increased to an average of $86.0 million in the six months ended June 30, 2004 from $51.2 million in the year-earlier period as a result of the Company’s aggressive sales efforts. Related depreciation increased to $11.5 million from $8.2 million in the six months ended June 30, 2004 and 2003, respectively.

Finance income decreased by 19% to $1.8 million in the six months ended June 30, 2004 from $2.2 million in the year-earlier period. This decrease reflects the fact that the Company’s portfolio of notes and leases receivable has declined between the two periods as a declining percentage of the Company’s new originations have resulted in notes and leases receivable.

Fee income decreased by 82% to $294,000 in the six months ended June 30, 2004 from $1.6 million in the year-earlier quarter. Fee income has historically fluctuated due to the timing of completion of large financing transactions, as well as the timing of the subsequent sale of notes and leases receivable.

Interest expense totaled $7.0 million in the six months ended June 30, 2004 compared to $4.6 million in the year-earlier period. This increase of 51% results from higher average debt levels, resulting primarily from new originations, and a higher weighted average cost of funds in the six months ended June 30, 2004 compared to the year-earlier period. The weighted average cost of funds, which includes the amortization of capitalized loan costs, increased to 13.3% in the six months ended June 30, 2004 from 12.4% in the six months ended June 30, 2003 due to market factors.

Selling, general and administrative expenses increased by 36% to $2.4 million in the six months ended June 30, 2004 from $1.8 million in the year-earlier period. The increase of $633,000 is primarily the result of $320,000 in costs relating to taking the Company private and $267,000 in increased payroll and related expenses.

The estimated effective income tax rate was 40% in the six months ended June 30, 2004 as compared to 36% in the year-earlier period. In both periods, the estimated effective rate was higher than the federal statutory tax rate of 34% due primarily to state income taxes and permanent tax differences.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, the Company had $6.7 million in availability on lines of credit, $784,000 in cash and cash equivalents and restricted cash of $4.2 million. The funds necessary to support the Company’s activities have been provided by cash flows generated primarily from operating activities and various forms of recourse and non-recourse borrowings from banks, financial institutions and financial intermediaries. Payments under the Company’s borrowings and the maturities of its borrowings are typically structured to match the payments under the leases and notes collateralizing the borrowings. The Company manages its portfolio to optimize concentration among customers and geographic markets. To achieve this goal, it will from time to time sell or externally finance transactions originated, including those held in its investment portfolio. The Company continues to explore other possible sources of capital, however, there is no assurance that additional capital, if required, can be obtained or will be available on terms acceptable to the Company.

Equipment vendors payable at June 30, 2004 was $5.1 million. Amounts due equipment vendors are generally settled with the proceeds of borrowings utilizing the underlying leases and related equipment as collateral.

At June 30, 2004, total borrowings were $120.9 million, compared to $83.2 million at December 31, 2003. At June 30, 2004, the Company’s revolving credit and working capital facilities aggregated approximately $15.7 million outstanding at interest rates ranging from 5.25% to 10.50%. Advances under these agreements aggregated approximately $9.0 million at June 30, 2004. The Company’s current financial resources, including estimated cash flows from operations and the revolving credit facilities, are expected to be sufficient to fund the Company’s anticipated working capital needs. The Company is, from time to time, dependent upon the need to liquidate or externally finance transactions originated and held in its investment portfolio. The Company continues to explore other possible sources of capital; however, there is no assurance that additional capital, if required, can be obtained or will be available on terms acceptable to the Company.

Neither inflation nor interest rate fluctuations are expected to have a significant impact on the Company’s operations or cash flows in the foreseeable future.

In February 2003, the Company announced that it had entered into a letter of intent with respect to a proposal submitted by the management group consisting of Johan P. Finley, the Company’s Chairman and Chief Executive Officer, Lona M.B. Finley, the Company’s Executive Vice President, Secretary and Chief Administrative Officer, and Peter D. Cleary, the Company’s President, Treasurer and Chief Financial Officer (collectively, the “Management Group”) to acquire all of the approximately 69% of the outstanding shares of the Company’s common stock not already owned by the Management Group. Under the terms of the letter of intent, the Company will pay certain fees and costs associated with the transaction, consisting primarily of legal costs and investment banking fees. Management estimates that remaining transaction costs will be in the range of $100,000 to $200,000, with said costs being paid from general corporate funds.

In August 2004, one of the Company’s largest customers announced that it had reached an agreement in principle with a significant portion of the holders of its largest series of bonds to restructure the customer’s public indebtedness and to recapitalize the customer. The announcement indicated the customer intends to implement the transactions through a Chapter 11 proceeding pursuant to a pre-negotiated plan of reorganization. Based upon discussions with the customer, the Company’s management does not believe the Company’s transactions with the customer will be adversely impacted.

CASH FLOW

During the six months ended June 30, 2004, cash used in operating activities totaled $7.1 million compared to cash used in operating activities of $1.7 million in the prior year period. The increase in cash used in operating activities of $5.4 million primarily reflects lower collections of accounts receivable of $7.3 million and increased paydowns of equipment vendors payable of $2.4 million, partially offset by higher originations of notes and leases receivable of $7.9 million.

The Company’s investing activities used net cash of $31.8 million during the six months ended June 30, 2004, compared to $14.9 million in the prior year period. The increase of $16.9 million in net cash used in investing activities resulted primarily from an increase of $24.7 million in the purchases of equipment to be placed under operating leases, which were $38.6 million in the first six months 2004 compared to $13.9 million in the first six months 2003. This increase in purchases of equipment to be placed under operating leases reflects the Company’s emphasis on originating operating leases rather than notes and leases receivable. A decrease in restricted cash of $6.7 million partially reduced the net cash used in investing activities.

The Company’s financing activities provided $37.6 million in net cash during the six months ended June 30, 2004, compared to $17.7 million during the prior year period. The increase of $19.9 million in net cash provided by financing activities was due primarily to an increase of $68.9 million in proceeds from borrowings, offset, substantially, by an increase of $49.0 million in repayments of borrowings.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk refers to potential losses arising from adverse changes in market rates and prices, such as interest rates, foreign currency fluctuations and exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility.

Interest Rate Risk

Substantially all of the Company’s borrowings are under fixed interest rates, and maturities are matched with the cash flows of leased assets and notes receivables. A changing interest rate environment will not significantly impact the Company’s margins since the effects of higher or lower borrowing costs would be reflected in the rates for newly originated leases or collateralized loans. Therefore, consistent with the Company’s strategy and intention to hold most of its originations to maturity, the Company does not have a significant exposure to interest rate changes for the foreseeable future.

Currency Risk

The Company does not have a significant exposure to foreign currency risk because most of its sales are to customers in the United States and all of its sales to customers in foreign countries are transacted in United States dollars.

Forward-Looking Statements

Certain statements contained herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by the use of terminology such as “believe,” “may,” “will,” “expect,” “anticipate,” “intend,” “designed,” “estimate,” “should” or “continue” or the negatives thereof or other variations thereon or comparable terminology. Such forward-looking statements involve known or unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: strict regulation and changes in regulations imposed by gaming authorities; the limitation, conditioning, suspension or revocation of gaming licenses and entitlements held by the Company; new legislation, regulations, and court decisions that could impact Native American Gaming; competition the Company faces or may face in the future; the effects of the proposed going private transaction; uncertainty of market acceptance of the Company’s products and services; uncertainties regarding the disposition of Rocky’s; a decline in the public acceptance of gaming; unfavorable public referendums or legislation, particularly as they relate to gaming; the inability of the Company to continue to obtain adequate financing on acceptable terms; the inability of the Company to recover its investment in gaming equipment leased under operating leases; the risk of default by the Company’s customers with respect to its financing transactions; the Company’s dependence on key employees; potential fluctuations in the Company’s quarterly results; general economic and business conditions and other factors detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

The Company evaluated the effectiveness of its disclosure controls and procedures as of the end of the second quarter 2004. This evaluation was done with the participation of the Company’s Chief Executive Officer and the Company’s President, Treasurer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

The Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of a control. The design of a control system is also based upon certain assumptions about the likelihood of future events, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based on this evaluation, the Company concluded that, subject to the limitations noted above, its disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

PART II—OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) The following exhibits are included with this quarterly report on Form 10-Q as required by Item 601 of Regulation S-K.

Exhibit Number				Description
31.1				Certification by Johan P. Finley pursuant to Section 302 of the Sarbanes-Oxley Act of 2003, 18 U.S.C. Section 1350
31.2				Certification by Peter D. Cleary pursuant to Section 302 of the Sarbanes-Oxley Act of 2003, 18 U.S.C. Section 1350
32.1				Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, 18 U.S.C. Section 1350

b) Reports on Form 8-K. A Form 8-K was filed on April 2, 2004 announcing the Company’s earnings for the fourth quarter and year ended December 31, 2003. A Form 8-K was filed on April 23, 2004 to report the announcement that the Company had entered into a definitive Agreement and Plan of Merger relating to the proposal of the Management Group to acquire all of the outstanding stock of the Company not already owned by them. There were no reports on Form 8-K during the period from June 30, 2004 to the filing date of this Quarterly Report on Form 10-Q.

SIGNATURE

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PDS Gaming Corporation
Dated: August 13, 2004	By:	/s/ Peter D. Cleary
	President, Treasurer and Chief Financial Officer (a duly authorized officer)

PDS GAMING CORP 10-Q