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FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: 12/31/99
OR
[ ]15,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 - 33-98184
CASINO JOURNAL PUBLISHING GROUP, INC.
(Formerly GAMING VENTURE CORP., U.S.A.)
Exact name of Registrant as specified in its charter)
NEVADA 22-3378922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
Number)
8025 Black Horse Pike, Suite 470, West Atlantic City, NJ 08232
(Address of principal executive offices) (Zip Code)
(201) 599-8484
(Registrant's telephone number, including area code)
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock, $.001 par
value
Warrants to purchase $.001
par
value Common Stock
Check whether the Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes __x__ No _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ x ]
The Company's revenues for its most recent fiscal year were
$13,407,614. As of December 31, 1999, the market value of the Company's
voting $.00l par value common stock held by non-affiliates of the
Company was $1,868,750.
The number of shares outstanding of Company's only class of common
stock, as of December 31,1999 was 5,004,034 shares of its $.001 par
value common stock. Check whether the Issuer has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan
confirmed by a court.
Yes __x__ No _____
No documents are incorporated into the text by reference.
Transitional Small Business Disclosure Format (check one)
Yes No x
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PART I
ITEM 1. BUSINESS - General
The Company publishes magazines and newsletters primarily for the U.S.
gaming and lodging industry and its consumers. It also organizes and
sponsors major trade shows and conventions for the gaming, lodging and
leisure industries as well as consumer gaming festivals for specific
resorts or casinos. Moreover, the Company publishes a mail order-
catalog selling various gaming-related products. The Company also
furnishes consulting services to companies involved in the gaming and
lodging industries. The Company is made up of 3 wholly owned
subsidiaries, Casino Publishing, Inc.; Gaming Entertainment Expositions
and Gaming Venture Corp., U.S.A.
Its two most important publications are Casino Journal ("CJ") and
Casino Player ("CP"). CJ is a leading trade magazine for the gaming
industry. Its primary audience is upper and middle management at U.S.
casinos, state and federal legislators and regulators, institutional
investors in casino stocks and bonds and securities analysts who
concentrate on the gaming industry. CP, on the other hand, is devoted
principally to consumers of the gaming industry, and management
believes it is the foremost publication of its kind.
Both magazines are high-end, full-color, glossy publications, issued on
a monthly basis with circulations of 20,000 for CJ and 200,000 for CP
although actual monthly readerships for both magazines are considered
to be significantly higher. In November of 1998, the Company
introduced its newest monthly magazine, Strictly Slots. Strictly
Slots is a consumer magazine devoted to the casino gambler and
executive. Slot machines now make up over 70% of a casino's gaming
space.
On a custom-basis the Company also publishes magazines for travel-
entertainment trade associations, individual casinos and entertainment
events like concerts directed at their tourists, guests, employees and
others. Published bi-monthly, monthly or only occasionally, these
magazines include, among others, Nevada Hospitality, Casino Ops, Boyd
Gaming, Pavarotti concerts and generally provide their readers with
information about hotel accommodations, restaurant, entertainment,
Company developments and special promotions. Also part of its
customized publishing is the Company's production of brochures, direct
mail pieces and directories for such industry conventions and casino
festivals.
The Company issues five newsletters on a daily, weekly or monthly basis
for the gaming industry and its consumers. These include National
Gaming Summary, Atlantic City Insider, The Gaming Industry Weekly
Report, The Gaming Industry Daily Report and The Daily Lodging Report.
Shorter, less elaborate than its magazines and without advertising,
each of these publications has a different orientation yet together
give the Company a more diversified product line.
The Company organizes and sponsors five industry-wide trade shows each
year: the American Gaming, Lodging and Leisure Summit in Las Vegas,
Nevada, the Southern Gaming Summit in Biloxi, Mississippi, the Atlantic
City Chamber of Commerce Business Expo, the University of Nevada Las
Vegas Casino Ops shows and the Northern Gaming Summit in Detroit,
Michigan. At these events, products and services related to the
gaming, lodging and leisure industries are exhibited at trade shows by
vendors, casinos and government/political organizations. Educational
programs are disseminated though seminars, lectures and speeches.
Special events are held such as luncheons, cocktail receptions and
dinners.
From time to time, the Company hosts a series of gaming festivals at
specific casinos in Las Vegas, Nevada, Atlantic City, New Jersey or
elsewhere. At these special events the Company helps a casino attract
and assemble the subscribers of Casino Player and other gambling
customers for a multi-day convention at that casino. Seminars and
'how-to' sessions to improve ones' gambling skills are conducted by
renown gambling experts who usually write for the Company publications.
The Company's mail-order catalog markets gaming-related products, such
as books and manuals for gamblers and industry executives,
instructional video tapes on all casino games, gaming memorabilia like
replica slot machines and decks of playing cards, sporting items signed
by famous athletes, clothing and furnishings with casino logos. In
1999, the Company launched their Dealers choice Giftshop on the
Internet.
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The Company distributes and sells its magazines by subscription, in
bulk through hotels and casinos, over the Internet and on newsstands;
its newsletters by subscription, and its gaming products through a
direct-mail catalog to subscribers' lists and over the Internet. Its
convention and festival services are marketed and sold through
subscriber and advertiser lists using direct-mail techniques as well as
over the Internet and through advertisements in its own magazines.
The Company primarily generates revenue from its various activities as
follows: (a) magazines though subscription charges and advertising
fees, (b) newsletters through subscription charges, (c) custom
magazines through fees charged to individual clients, (d) conventions
through exhibitor, sponsor and attendee fees as well as sales of
directories and other items and (e) festivals through fees charged to
attendees or a specific casino, (f) mail-order catalog through sales of
gaming products. Subscription charges and advertising fees from CJ
and CP represent a substantial portion of the Acquired Company's annual
revenue.
History
The first issue of Casino Journal was published in 1985 and was devoted
essentially to management and labor issues involving the Atlantic City
casinos. Gradually, its coverage became more diverse and it grew into
a feature-oriented trade magazine exploring a host of gaming industry
issues---for example, gambling legislation, drug testing, internal
security, casino marketing, game protection. At the suggestion of
Steve Wynn, chairman of Mirage Resorts, the Company later started to
publish another version of Casino Journal for the Nevada market. For a
time the Company published two editions of Casino Journal, one for
Atlantic City and the other for the Nevada area. In 1996, these two
editions were merged, but as early as 1993 they both became glossy,
full-colored magazines.
In 1988, the Company, under a joint venture arrangement with Players
International, commenced publication of The Player magazine. In 1989,
it purchased the interest of Players International in this magazine
venture and changed its name to Casino Player. While Casino Journal is
directed at the gaming industry and its operators, regulators and the
investment community, Casino Player targets the industry's consumers
and gambling enthusiasts.
The Company's custom magazine business began in 1992 with the
publication of a quarterly magazine for the Atlantic City's Showboat, a
casino. Subsequently, in conjunction with Gelb Productions, it
produced one-time magazines for special events such as Luciano
Pavarotti's Atlantic City and Nevada concerts. Moreover, since 1994 it
has produced an employee-oriented magazine for Boyd Gaming, now an
operator of as many as twelve casinos in various states.
In 1994 the Company arranged with the Nevada Hotel & Motel Association
and Nevada Restaurant Association to produce their publication, called
'Nevada Hospitality'. This magazine goes beyond the gaming industry
and covers all tourism, lodging and restaurant operations in Nevada.
Today, Nevada Hospitality is published by the Company on a bi-monthly
basis and distributed throughout the state.
The Company started its newsletter operations in 1993 with the
'National Gaming Summary'. On a weekly basis, subscribers to this
newsletter receive gaming news and developments on a state-by-state
basis. In 1996 the Company issued its second newsletter--'Atlantic
City Insider' which informs gamblers monthly which casinos in Atlantic
City are offering the best promotions, room rates, discounts and
innovations. In 1996, the Company assumed operation of 'The Gaming
Marketer' in conjunction with Claridge Casino Marketing Vice President
Howard Klein. This publication was geared toward marketing
professionals and focuses on marketing trends and developments in the
gaming industry. Only five issues of this newsletter had been
distributed and the newsletter ceased production in 1997.
Since 1993 the Company, in association with several other entities,
including Bear Stearns & Lionel, Sawyer and Collins, has produced the
American Gaming, Lodging and Leisure Summit, a trade show and
convention for the gaming, lodging and leisure industry held annually
in Las Vegas, Nevada. Since 1994 it has sponsored Southern Gaming
Summit, under a joint venture with the Mississippi Casino Operators
Association, which is an annual trade show and convention for Southern
and Midwestern gaming interests. In 1998, the Company began production
of The Atlantic City Chamber of Commerce Business Expo, a yearly
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conference in conjunction with The Greater Atlantic City Chamber of
Commerce. The Company also began production of the UNLV Casino Ops
conference in 1998 with the University of Nevada Las Vegas' Gaming
Institute. From 1995 to date, the Company has sponsored Gaming
Festivals at various casinos in Atlantic City and Las Vegas. The
Company's mail-order catalog business commenced in 1993 and continues
to date.
In April of 1998, the Company completed a reverse merger with publicly
held Gaming Venture Corp., U.S.A., a small publishing and consulting
firm. With the acquisition, the Company acquired 3 newsletters, The
Gaming Industry Weekly Report, The Gaming Industry Daily Report and The
Daily Lodging Report. The Company also acquired a consulting
business. Through the reverse merger, the Company began trading
publicly on the NASD Over the Counter Bulletin Board. In late April
of 1998, the name of the publicly held entity was changed to Casino
Journal Publishing Group, Inc. from Gaming Venture Corp., U.S.A.
In June of 1998, the Company began production of a trade magazine
called Casino Ops. Casino Ops was produced in conjunction with the
UNLV Casino Ops Conference. To date, 3 issues of Casino Ops have
been produced.
In November of 1998, the Company began production and distribution of a
monthly magazine, Strictly Slots. Strictly Slots is the Company's
second consumer magazine and has been marketed towards readers of
Casino Player as well as guests of various casino companies throughout
the United States and Canada.
In October of 1999, the Company produced its first Northern Gaming
Summit at the Cobo Conference Center in Detroit, Michigan. The NGS
gives exhibitors and attendees access to the rapidly expanding gaming
industry in the northern regions of North America.
Industry-Overview
As new legislation and regulations have permitted new casino
destinations and made it easier to expand existing ones, the gaming
market has dramatically increased during the 1990's. These trends,
coupled with a growing population seeking more varied entertainment,
have made gambling an additional source of jobs and tax revenue for
many states. This growth appears to be continuing.
While the nation's two primary gaming centers, Atlantic City, New
Jersey and Las Vegas, Nevada have functioned for years, new casinos and
hotels are being built in these cities as well. In addition, casino
gambling has been legitimized in nearly 17 States and along Mississippi
River on riverboats. A total of 48 states permit casino gaming,
horseracing or a statewide lottery. In various states, Indian casinos
have been established and, for most part, seem to be popular. In
Connecticut, in particular, two Indian casinos, Foxwood operated by the
Pequot tribe and Mohegan Sun run by the Mohegan tribe, have become
among the highest revenue producers in U.S casino gambling. Other
cities and states in the U.S. are considering the legalization of
casino gambling in their locales. In addition, Internet Gaming has
been increasing around the World. Much like Indian Gaming, the
legalities of gambling over the Internet have been questioned but it
has not slowed down the tremendous growth that has been achieved by
this part of the industry.
Management believes that the Company's past development has been
directly linked to the growth of the gaming industry. If that growth
continues, in management's opinion, it may have opportunities for
increased revenue. However, should industry growth cease or level-off
or new competition emerge, the Company's prospects may be restricted or
diminish. Industry growth can be negatively impacted by a failure of
government to permit casino gambling in new areas, more restrictive
government regulations on existing locations, a legislative repeal of
gambling licenses in certain locales, or changes in the moral climate
to an anti-gambling bias, thereby promoting governmental bans or cut-
backs or even dampening consumer demand. There have been bills
submitted which would classify Internet gambling as illegal in the
United States. No bills have been passed to date, however growth of
this section of the industry can be negatively impacted by the
submission or passage of new bills.
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PUBLICATIONS & SPECIAL EVENTS
Proprietary Magazines
The Company publishes 3 of its own gambling-oriented magazines--- One
for those in the gaming industry and the others for gaming consumers
and enthusiasts.
Casino Journal
Casino Journal is the Company's premier trade magazine serving the U.S.
gaming industry. It is generally distributed to executives and
personnel of casinos and vendors, interested legislators and
regulators, institutional investors and security analysts. Published
monthly, it features articles on issues pertinent to the gaming
industry, such as---new gambling legislation or regulations, new gaming
locales, special casino games, casino marketing, innovative technology,
security and the attitude of the investment community to the gaming
industry. Casino Journal also contains profiles on, and interview
with, casino chairmen and CEO's, political personalities, new
hotel/casino operators as well as gaming vendors, their products and
the latest technology. Containing articles, editorials and
advertisements, this magazine is a large full-colored, glossy
periodical that usually has between 80 to 160 pages per issue. Actual
circulation approximates 20,000 copies with total readership estimated
to be 80,000.
Casino Player
Casino Player is a magazine designed for consumers of the gaming
industry, and management believes it has the largest readership of any
gaming magazine in the nation. It is generally distributed to frequent
casino gamblers, tourists, gambling enthusiasts and its 70,000 paid
subscribers. It seeks to create and disseminate gaming information and
statistics for players and visitors to casino destinations ---such as
Atlantic City, Las Vegas, Reno, Mississippi and elsewhere to enable
them to play the games better and take advantage of special situations
and casino promotions in order to save money, achieve better value and
enhance their holiday experience.
The Company has retained a group of professional gamblers and experts
to furnish its readers with gambling strategies and helpful tips on
different games---such as slot machines, video poker, keno, blackjack,
roulette. Moreover, as a portrayer of the gaming lifestyle, the
magazine covers new and established gambling resorts, travel
destinations, gaming news, developments and trends, hotel amenities and
in-depth entertainment interviews, reviews and listings.
Also published monthly, this magazine, though smaller in size then
Casino Journal, is a full-color, glossy magazine that usually runs from
80 to 112 pages in each issue. Actual circulation approximates
200,000 copies, and total readerships are estimated at 600,000. So
advertising may be specifically tailored to the major gaming
destinations, this magazine has four regional editions and one national
one although the editorial content remains the same for each edition.
Strictly Slots
The Company began production and distribution of Strictly Slots
magazine in November of 1998. Strictly Slots is a monthly
publication geared towards the slot enthusiast casino gambler as well
as executives involved in the slot buying decision-making. In the
last 5 years, slot machine placements have increased whereby slot
machines now make up 70% of a casino's floor space. Slot
manufacturers have also produced slot machines which are more
entertainment themed but difficult to initially understand. In
addition, slot machine manufacturers have increasingly placed these new
machines and also new progressive systems whereby the manufacturer now
participates in the revenue stream these machines create.
While the company's consumer magazines primarily derived their
advertising revenue from casino's in the past, the revenue
participation by the slot manufacturers opens the door to new
advertising venues with the manufacturers. Initial circulation of
Strictly Slots approached 100,000 monthly. The Company began an
extensive direct mail marketing campaign in November of 1998 to
increase paid circulation of Strictly Slots and to date the results
have been above expectations.
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Many of the writers for Casino Player also write for Strictly Slots.
The magazine contains editorial content from education of the slot
player on all the new slot machines, information on the many marketing
slot clubs around the country as well as amusing and entertaining
columns such as "The Aggravated Gambler" and "Perfectly Frank." Much
of the Company's advertising and subscription revenue growth in 1999
came from this new publication.
Custom Magazines
The Company publishes a series of custom magazines for its clients that
are disseminated to their customers, employees, vendors, or members in
the gaming and hospitality areas.
Nevada Hospitality
On a bi-monthly basis, the Company has contracted to publish a magazine
for the members of the Nevada Hotel & Motel Association and the Nevada
Restaurant Association. With their assistance the magazine is designed
to cover tourism and the available amenities in food, beverage,
lodging, entertainment and sightseeing on a local basis and throughout
the state of Nevada. This magazine's scope goes beyond the gaming
industry and focuses on the lodging and restaurant business as it
exists in Nevada.
Contributions to the magazine's content come from these associations,
city convention and visitors authorities, outside experts and
consultants in the hotel, food and beverage fields at the University of
Nevada-Las Vegas, and other firms and associations as well as the
Company. The Company's staff establishes cohesive editorial outline
and mission, assembles and edits various articles and supervises the
production and distribution of the magazine.
A full-color, glossy periodical, it carries advertisements and is
distributed to high-level hotel, restaurant and beverage executives
within the gaming industry, to independent hoteliers and restaurateurs
throughout Nevada as well as vendors in the hospitality industry and
their patrons. Circulation runs from 7,000 to 10,000, and total
readership is estimated at 14,000 for each issue.
Boyd Gaming Magazine
On an annual basis the Company publishes an in-house magazine for the
employees of Boyd Gaming, an operator of 11 casinos in Nevada,
Louisiana, Mississippi and Illinois. Representatives from Boyd and the
Company plan each issue. Relevant information is provided by Boyd to
the Company, and its staff assemblies, edits and produces the magazines
that Boyd then distributes. The magazines focuses on events,
philosophies, projects and developments within Boyd's gaming complex
and carries no advertisements from outside vendors. It is a full-
color, glossy periodical that runs from 64 to 72 pages per issue. Its
circulation is approximately 10,000, and total readership is estimated
to be 20,000.
CASINO OPS
Casino Ops magazine was produced the first time in June of 1998 in
conjunction with the first UNLV Casino Ops trade show. The magazine
is geared towards the mid-level casino executive and includes
information on many of the issues related to these executives' position
in the industry. An advisory board member was formed with seasoned
gaming executives across the country. To date, 3 issues of the
magazine have been produced. The Company expects that as they expand
their Casino Ops trade shows to include more major gaming areas, the
frequency of the publishing and distribution of Casino Ops magazine
will increase.
Other Publications
The Company has published other magazines for specific casinos and
entertainment events as well as brochures, direct-mail pieces and
directories for its trade shows and conventions. In the past it has
published Atlantic City Showboat's in-room magazine for its guests,
Harrah's recent 60th Anniversary Commemorative magazine and Gelb
Productions Luciano Pavarotti's concerts in Atlantic City, New Jersey
and Reno, Nevada. This type of custom publishing only occurs from time
to time and cannot be relied upon on an on-going basis.
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Newsletters
The Company publishes five newsletter related to the gaming and lodging
industries: National Gaming Summary, Atlantic City Insider, Gaming
Industry Weekly Report, Gaming Industry Daily Report and The Daily
Lodging Report. None of the newsletters carry advertising, and all
are distributed through subscriptions.
National Gaming Summary ("NGS")
Presented in an easily readable format, this newsletter is published
weekly and is designed primarily for those in the gaming industry.
Unlike Casino Journal or Casino Player, the contents of this newsletter
are not feature-oriented, but instead focus on current gaming news and
developments from state-to-state. This approach permits its readers to
concentrate on the states or regions of particular concern to them. In
addition, NGS furnishes investment information, such as stock quotes
and analyses for gaming concerns that are publicly-traded, monthly
revenues from all gaming jurisdictions broken down by casino and
special reports.
Noted as a quick-read, this newsletter provides the week's latest
gambling news and is mailed for Monday delivery or faxed or E-mailed
for Friday afternoon disseminations, giving its subscribers up-to-date
information on a timely basis.
Atlantic City Insider ("ACI")
This newsletter is published monthly and is directed at the consumer
who visits, or plans to visit, Atlantic City casinos. Accordingly, it
informs its readership which casinos are offering at different times
the best consumer promotions, cashback, room rates, slot clubs, food
discounts and innovative games. On occasion, ACI criticizes casinos
for poor or inconsistent food, uninteresting entertainment and too
costly games with a low-win percentage. It also announces the location
of innovative slot machines and compares restaurants, buffets, rooms
and table games common to all Atlantic City casinos.
Gaming Industry Weekly Report, Gaming Industry Daily Report,
Daily Lodging Report
As a result of the merger with Gaming Venture Corp., U.S.A., the
Company acquired Gaming Industry Weekly Report, Gaming Industry Daily
Report and Daily Lodging Report, 3 financial newsletters geared to
investors and executives in the Gaming and Lodging Industries.
The Gaming Industry Weekly Report is a 5 page weekly newsletter that
gives analysis and summaries on the events that occurred in the gaming
industry each week. Produced weekly, the newsletter is faxed and e-
mailed each Friday as well as US mailed for Monday delivery. The
newsletter focuses on events that affect investors and executives to
the Gaming Industry and includes a yearly Model Portfolio of gaming
stocks as well as Insider Transactions, news and analysis.
The Gaming Industry Daily Report is a daily, one page newsletter which
is faxed or e-mailed each evening to subscribers. The newsletter is
geared towards the executive or investor who wants the information
quickly. Each day the newsletter recaps the events and stock price
movements that occurred as related to the gaming industry.
The Daily Lodging Report is produced in a joint venture with HVS
International and Hotels Magazine. Produced in the same format as
The Gaming Industry Daily Report, the one page newsletter is faxed and
e-mailed each evening to investors and executives involved in the hotel
and lodging industry. Each day the newsletter recaps the events and
stock price movements that occurred as related to the lodging and hotel
industry.
The Company plans to introduce additional Daily financial newsletters
for other industries in the future through joint ventures. The
Company began distribution of The Daily Lodging Report - Asia Pacific
in February, 2000 in a joint venture with HVS International and Hotel
Asia Pacific Magazine.
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Trade Show/Conventions/ Special Events
The Company organizes and sponsors five trade show / conventions and
other special events, although trade shows are being produced for the
first time in 1999.
American Gaming, Lodging and Leisure Summit ("AGLLS")
Held each year in Las Vegas, Nevada, AGLLS represents the highest level
executive conference in the gaming, lodging and leisure industries. It
features a trade show where vendors and casinos exhibit products and
services; specialized seminars that explore timely issues such as new
developments in government regulation, the latest gaming technology,
Internet gaming; keynote speakers and social events such as dinners,
cocktail receptions and lunches.
This conference is primarily designed for senior gaming, lodging and
leisure executives and the investment community as well as those
otherwise interested or involved professionally or commercially in the
gaming, lodging and leisure industries. Each summit usually draws
upwards of 1,000 people and includes government regulators and
legislators, institutional investors, casino, lodging and leisure
executives, manufacturer, marketing, financial and purchasing
executives.
Although the Company handles most of the arrangements for the Summit,
this conference operates under a joint venture with a principal member
of the Nevada law firm Lionel, Sawyer and Collins and co-sponsored by
Bear, Stearns and Co. Inc.
The Company primarily generates revenue from this event from exhibitor,
sponsor and attendee fees and charges for directories.
The Company and its partners have not yet decided to keep the show
annually in January or whether the timing of the show will change each
year.
Southern Gaming Summit ("SCS")
Held each spring in Biloxi, Mississippi, SCS is a conference that
focuses on Southern and Midwestern gambling destinations. The Company,
in conjunction with its joint venture partner, the Mississippi Casino
Operators Association, produces the conference. This Summit offers an
extensive exhibit floor where manufacturers, distributors and vendors
as well as casinos display their gaming products and services.
Seminars are held that explore the legal issues confronting Southern
and Midwestern casinos, gaming developments in these areas and federal
issues and regulations affecting gaming. At this Summit keynote
speakers, receptions, tours of local casinos, meals, and a golf
tournament are provided.
Those attending SCS entail developers, land owners, representatives
from Native American tribes, legislators, regulators, institutional
investors, security analysts, portfolio managers, vendors and casino
executives. Revenue is generated for the Company from this Summit in
much the same manner as it is from AGLS.
Greater Atlantic City Chamber of Commerce Business Expo
Held each year in March at the Atlantic City Convention Center, the
purpose of the Expo is to expose local, regional and national
businesses to the commercial opportunities offered in Atlantic City.
Attendees encompassed executives from new and existing casinos, public
utilities, major retail establishments and other businesses interested
in doing business with the casinos of Atlantic City as well as
concerned public officials. The Expo offers exhibits, seminars,
speakers and other activities.
UNLV's Casino Ops
This is a yearly educational conference that explores the latest
trends, strategies and developments in casino operations. The
conference features keynote speakers, seminars, exhibits and special
events designed to emphasize more efficient and profitable casino
operations. Casino employees and mid-management personnel of, and
consultants to, casinos and their vendors attend the Conference. The
Company plans to introduce Casino Ops conferences in other gaming areas
in the future.
<PAGE>10
Northern Gaming Summit
On October 12-13, 1999, the Company produced its first Northern Gaming
Summit at Cobo Conference Center in Detroit, Michigan. The Northern
Gaming Summit gives exhibitors and attendees access to the rapidly
expanding gaming industry in the northern regions of Northern America.
By the next show, September 12-13, 2000, three interim casinos are
scheduled to be opened in Detroit.
Gaming Festivals
In conjunction with and at specific casinos in Atlantic City, New
Jersey and Las Vegas, Nevada, the Company also occasionally sponsors
and organizes gaming festivals utilizing its list of Casino Player
subscribers. In this regard, such subscribers and other hotel
customers are offered a program specially designed for them at a casino
like the Taj Mahal in Atlantic City. Gambling experts run how-to
seminars for the attendees providing them with tips and techniques on
playing various casino games. The sponsoring hotel typically fills
blocks of room through the stays of CP subscribers and its existing
customers during such event. Moreover, it can expect greater
utilization of its games and other facilities. To induce better
attendance, the sponsoring hotel frequently offers free tournaments, a
reception and a gala banquet, thereby building customer loyalty,
promoting its casino and generating additional revenue. The Company is
exploring expanding the Gaming Festival concept to include cruise ship
excursions in partnership with major cruise line operators.
Merchandising
Casino Player's Gaming MarketPlace is a mail-order catalog sent to over
70,000 CP subscribers, room guests of casino hotels and on the
Internet. It offers for sale a host of books and instructional
videotapes on all casino games, apparel with gaming logos or motifs,
sport-related items autographed by professional players, and gaming
memorabilia. Products may be ordered by mail or telephone from the
catalog or over the Internet at the Company's web site.
Production of Publications
For each issue of its magazines the Company's editors set the direction
of that issue at editorial meetings, select topics for articles and
editorials, then assigns writers, artwork and photographs. The Company
uses both on-staff and free-lance writers, as well as contributors from
organizations it serves, many of whom are gambling experts or
knowledgeable in other fields such as investment analysis. When
articles are submitted, they are edited and the facts are verified by
the editors. Prior to each issue its staff lays out the art, graphics
and photographs, and the editors review them in conjunction with the
articles and editorials, then makes the necessary changes. Afterwards,
these items are all sent to an outside printer for initial proofs,
later touched up and printed. These printers run thousands of copies of
each issue and arrange, directly or indirectly, for deliveries to
individual subscribers, newsstands, hotels and casinos or associations.
The Company's editors and staff rely heavily on desktop publishing
technology to write, edit, layout and design each issue. Typically,
each magazine issue will take between one week and ten days for the
staff to complete.
The production of its newsletters and convention attendee directories
are usually less time-consuming and involves fewer staff members to
produce. With little graphic art input and no photographs, newsletters
are more editorially intensive than the magazines. Like the magazines,
however, items and topics in the newsletter are assigned to specific
writers. Editors subsequently review all copy and make corrections.
The issue is then designed, edited again and sent to outside printers.
Although often containing art, graphics and photographs, the printed
materials used for Summits, Festivals and other special events tend to
be less complicated than either the magazines or newsletters, are
usually shorter, are produced with less frequency and have more lead
time. These materials are prepared in similar fashion to its magazines.
Distribution
The Company distributes its magazines in several different ways.
<PAGE>11
Copies of Casino Player, Strictly Slots, Casino Ops and Casino Journal
are mailed directly to subscribers, including libraries, and are
delivered in bulk to casinos and hotels. Issues of Casino Player and
Strickly Slots are also delivered and sold in selected bookstores and
newsstands nationwide.
Custom magazines are either mailed directly to specific individuals on
lists provided by clients or are delivered to the client itself for
redistribution. Company newsletters are mailed, faxed or E-mailed to
its subscribers.
Marketing, Advertisement & Fees
The Company's magazines and newsletters are cross-marketed and sold
through ads in its own publications, over the Internet, by its staff at
conventions, via direct mail and to casino customers in casino
mailings. Attendance at trade shows and conventions sponsored by the
Company is typically marketed to subscribers to its magazine, through
direct mail and by special invitation. Company merchandise is generally
sold by catalog through direct mailings to its magazine subscribers and
over the Internet at the Company's web site.
The Company's in-house sales staff directly solicits advertisers for
its magazines through face-to-face presentations, direct mail and by
telephone. Typically, advertising rates in the Acquired Company's
magazines vary, depending on size of the ad (2/3,1/2, 1/3, 1/6,1/12
page), frequency of the ad (1,3,6,12 times), number of colors of the ad
(1,2,3, full color). In Casino Player and Strictly Slots, advertisers
have the choice of having their ads published in any of the four
regional editions, eastern, western, mid-western, southern or in the
national edition. Advertising rates vary in this magazine with the
region selected.
Subscription rates for its proprietary magazines will depend on the
particular magazine and the length of the subscription: Casino Player:
1 year--- $ 24, 2 years ----$37; Strictly Slots: 1 year -- $24, 2 Years
- --- $37; Casino Journal: 1 year --- $ 79. The newsstand price for
Casino Journal is $10 per issue and for Casino Player -- $2.95 in U.S.
and $4.25 in CDA. Bulk deliveries to casino hotels are either free or
at a negotiated fixed rate.
Annual subscription rates for the Company's newsletters range from $49
to $595, depending on the specific newsletter. Attendee rates for the
Company's tradeshows usually vary from $395 to $895 and exhibitor rates
from $1195 to $6000, depending on the particular summit or convention.
Competition
The Company's trade magazine essentially competes with two other
publications, "Casino Executive ("CE") and "International Gaming and
Wagering Business." ("IGWB"). Though in business for 18 years, IGWB's
focus is on the international gaming market and lotteries in addition
to gaming in the U.S. The foreign market tends to be fragmented, small
and spread among many countries. The Company concentrates on the U.S.
market and avoids lottery coverage. CE, in its fourth year of
publication, targets the U.S. market. Competition among these
concerns occurs on the bases of advertising rates and quality of
editorial and articles. Currently, CP, the Company's consumer
magazine, has minimal direct competition.
In regard to its newsletters, the Company has experienced little
competition. Two other newsletters, 'Atlantic City Observer' and 'Las
Vegas Advisor', offer some competition to the Company's newsletters.
Each of those competitors tends to target a specific area: 'Las Vegas
Advisor' and 'Atlantic City Observer.'
The only competitor of the Company in the trade show/convention area is
IGWB's World Gaming Congress. This Congress is international in scope
and does not appear to conflict with the Company's U.S. trade shows.
With regard to its other publications, events and merchandizing, the
Company has either experienced no or minimal competition. The only
other tradeshow for the gaming industry, IGBE, had hired the Company as
a Consultant until the year 2001. IGBE was acquired by Gem
Communications, producer of IGWB and CE magazine and World Gaming
Congress.
<PAGE>12
Employees
As of December 31, 1999, the Company had 51 full-time employees
including its officers of whom 9 served as writers and editors, 5 in
arts and graphics, 7 in sales and marketing, 3 in bookkeeping and
accounting, 10 in circulation and customer service and 3 in general
office. None of its employees are covered by a collective bargaining
agreement. The Company considers its relationship with its employees
to be satisfactory.
ITEM 2. PROPERTIES.
As of December 31, 1999 the following table lists the 3 offices by location
which all are leased:
<TABLE>
<CAPTION>
Approximate Total Expiration Date Approximate Annual
Area Leased of Lease Rental
<S> <C> <C> <C>
Atlantic City, New Jersey 6,078 sq. ft. November 30, 2004 $79,014 (1)
Las Vegas, Nevada(2) 10,000 sq. ft. June 2007 $ 120,000
Paramus, New Jersey (3) 2,000 sq. ft. January, 2001 $18,000
</TABLE>
(1) Includes proportionate cost of utilities, repairs and cleaning.
(2) Leased from Glenn Fine, an officer and director of the Company.
(3) Leased from Lucky Management Corp., a company controlled by Alan
Woinski, an officer and director of the Company.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceedings at this date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year ended December 31, 1999, no
matters were submitted to a vote of the Company's security holders, through
the solicitation of proxies.
<PAGE>13
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information. Through the reverse merger, the Company began
trading publicly on the NASD Over the Counter Bulletin Board in April
1998.
The following table sets forth the range of high and low bid quotations
for the Company's common stock for each quarter of the last two fiscal
years, as reported on the NASD Bulletin Board, by Wien Securities, Hill
Thompson, MH Meyerson, Nite Securities, Olsen Payne, Paragon, Sharpe
Capital, US Clearing Corp., Wilson Davis, Troster Singer, Barron Chase
Securities, Gradey Hatch and Company and Spear Leeds and Kellog. The
quotations represent inter-dealer prices without retail markup,
markdown or commission, and may not necessarily represent actual
transactions.
<TABLE>
<CAPTION>
Quarter Ended High Bid Low
Bid
<S> <C> <C>
3/31/99 3.75 2.75
6/30/99 3.50 2.13
9/30/99 3.00 2.25
12/31/99 1.19 2.50
</TABLE>
The approximate number of holders of record of the Company's $.001 par
value common stock, as of December 31, 1999, was 911. Currently, as
of March 15, 2000, there are approximately 910 holders of record.
Dividends. Holders of the Company's common stock are entitled to
receive such dividends as may be declared by its Board of Directors.
No dividends on the Company's common stock have ever been paid, and the
Company does not anticipate that dividends will be paid on its common
stock in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Trends and Uncertainties. Inasmuch as a major portion of the
Company's activities is the publishing of magazines and newsletters
primarily for the U.S. gaming industry and its consumers, the
organization and sponsorship of major trade shows and conventions for
the gaming industry as well as consumer gaming festivals for specific
resorts or casinos, the publishing of a mail order-catalog selling
various gaming-related products, the development and operation of a
daily 900 number hotline information service and providing consulting
services, the Company's business operations may be adversely affected
by competitors and prolonged recessionary periods.
In addition, the future exercise of any of the outstanding Warrants is
uncertain. The lack of future exercise of the Class A or Class B
Warrants could negatively impact the Company's ability to successfully
expand operations.
Capital and Source of Liquidity. On April 3, 1998, the Company and
its combined affiliates merged with Gaming Venture Corp., U.S.A., a
Nevada corporation ("Gaming"). The Company and its combined affiliates
became wholly-owned subsidiaries of Gaming, the legal acquiror. As
the Company's and its combined affiliates' shareholders acquired
approximately 65% of Gaming's outstanding voting shares, the merger was
accounted for as a reverse acquisition of Gaming by the Company, the
accounting acquiror in the transaction.
The total cost of the acquisition was $3,726,235, consisting of the
purchase price of $3,217,468, measure by the 1,608,734 common shares
retained by the Gaming's shareholders at their fair value at the
closing date of $2.00 per share and the value of stock options
($350,000) granted to shareholders of the Company (see Note 5 to the
Audited Financial Statements) plus transaction costs of $158,767.
The Company rents two office facilities from shareholders. One
facility is occupied pursuant to a ten year lease which began on June
1, 1997 and requires annual rent payments of $120,000, and the other
facility is occupied pursuant to a five year lease which began on
<PAGE>14
January 1, 1996 and requires annual rent payments of $18,000. Total
related party rent expense was $138,000 and $133,500 for the years
ended December 31, 1999 and 1998, respectively.
For the year ended December 31, 1999, the Company had an increase in
loan receivables from shareholders and related parties of $175,195 and
an increase in loans receivable from employees of $1,382. The Company
purchased $70,422 worth of equipment, purchased a certificate of
deposit for $400,000 and had an increase in marketable securities of
$545,208. As a result, the Company had cash flow used in investing
activities of $1,192,207 for the year ended December 31, 1999.
For the year ended December 31, 1998, the Company received cash of
$1,027,365 in the merger and had transaction costs of $158,767. The
Company had an increase in loan receivables from shareholders and
related parties of $246,588 and an increase in loans receivable from
employees of $373. The Company purchased $82,266 worth of equipment,
and had an increase in marketable securities of $184,873. As a result,
the Company had cash flow provided by investing activities of $354,498
for the year ended December 31, 1998.
For the year ended December 31, 1999, the Company had an increase in
notes payable of $20,000. The Company made distributions of $158,240
to minority interest. The Company received proceeds of $66,375 from
the issuance of its common stock. As a result, the Company had net
cash used in financing activities of $71,865 for the year ended
December 31, 1999.
For the year ended December 31, 1998, the Company had a net increase in
notes payable of $100,000. The Company made principal payments on
loan payable, automobile of $9,025. The Company made distributions of
$62,350 to the then sole stockholder and distributions to minority
interests of $29,819 for the year ended December 31, 1998 prior to the
merger. The Company received proceeds of $664,050 from the issuance of
its common stock. As a result, the Company had net cash provided by
financing activities of $662,856 for the year ended December 31, 1998.
Results of Operations. The Company had a net loss of $1,682,668,
which includes noncash compensation of $2,145,000 in connection with
the April 1998 merger of the Company and Gaming Venture Corp., U.S.A.
for the year ended December 31, 1999. The Company received revenues
of $13,407,614 that consisted of advertising revenue of $7,204,442,
subscriptions revenue of $3,887,702 and other revenues, which consisted
primarily of consulting fees of $657,857, tradeshow revenues of
$1,344,048 and miscellaneous revenues of $313,565. The Company had
direct costs of $6,560,080 for the year ended December 31, 1999.
Operating expenses for the year ended December 31, 1999 were
$8,204,958. These consisted principally of general and administrative
expenses of $4,920,531 which includes payroll related costs of
$3,382,398, postage of $307,793, travel and entertainment of $139,675,
bad debts of $63,884 and other nonmaterial expenses of $1,026,781.
Promotion expenses were $907,573 and undistributed stock compensation
was $2,145,000 for the year ended December 31, 1999.
The Company had an increase in accounts receivable of $1,271,417.
Inventories increased $3,379 for the year ended December 31, 1999 and
prepaid expenses decreased by $75,314. Deferred promotion expenses
decreased $541,161. Deferred advertising revenues decreased $118,056.
Deferred subscription revenues increased $756,957 from the sale of its
magazine and newsletter subscriptions. Deferred tradeshow revenues
decreased $312,978. The Company had depreciation and amortization of
$216,818 for the year ended December 31, 1999. The Company had
undistributed stock compensation of $2,145,000. The Company had
minority interest in earnings of American Gaming Summit, LLC and
Southern Gaming Summit, LLC of $158,240. The Company had an increase
in accounts payable and accrued expense of $238,465. Other assets
decreased by $443 for the year ended December 31, 1999. Income taxes
payable increased by $153,000 and the Company had interest earned on
certificate of deposit of $1,809. Net cash provided by operations for
the year ended December 31, 1999 was $$895,091.
The Company had a net loss of $247,889 for the year ended December 31,
1998. The Company received revenues of $9,123,326 that consisted of
advertising revenue of $5,393,314, subscription revenue of $2,308,098
and other revenues which consisted primarily of consulting fees of
$387,328, tradeshow revenues of $819,607 and miscellaneous revenues of
$214,979. The Company had direct costs of $4,591,654 for the year
ended December 31, 1998. Operating expenses for the year ended
<PAGE>15
December 31, 1998 were $4,816,909. These consisted principally of
general and administrative expenses of $4,067,922 which includes
payroll related costs of $2,709,534, postage of $266,114, travel and
entertainment of $173,154, bad debts of $106,090 and other nonmaterial
expenses of $813,030. Promotion expenses were $558,488 for the year
ended December 31, 1998.
The Company had an increase in accounts receivable of $226,827.
Inventories increased $123 for the year ended December 31, 1998 and
prepaid expenses increased by $245,054. Deferred promotion expenses
increased $541,161 due primarily to the Company's direct mail marketing
campaigns. Deferred advertising revenues increased $118,056.
Deferred subscription revenues increased $338,375 from the sale of its
magazine and newsletter subscriptions. Deferred tradeshow revenues
increased $312,978. The Company had depreciation and amortization of
$161,212 for the year ended December 31, 1998. The Company had an
increase in accounts payable and accrued expense of $85,572. Other
assets decreased by $17,292 for the year ended December 31, 1998. Net
cash used in operations for the year ended December 31, 1998 was
$227,569.
The Company is seeking to lower its operating expenses while expanding
operations and increasing its customer base and operating revenues.
The Company is focusing on decreasing administrative costs. However,
increased marketing expenses will probably occur in future periods as
the Company attempts to further increase its marketing and sales
efforts.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
The response to this item is being submitted as a separate section of
this report beginning on page 20.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with accountants on
accounting and financial disclosure.
<PAGE>16
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Identification of Directors and Executive Officers of the Company. The
names, addresses and positions of the present directors and officers of the
Company are set forth below:
<TABLE>
<CAPTION>
Name and Address Age Position
<S> <C> <C>
Glenn Fine 41 Chairman, CEO & Director
Alan Woinski 35 President, CFO & Director
Adam Fine 30 COO, Director
Lisa Robertson 33 Vice President, Director
Roger Gros 47 Vice President, Director
Derek James 42 Controller
Kim Santangelo-Woinski 36 Director
All of the individuals set forth above have been employed by Company as
officers for more than five years except for Derek James, Alan Woinski and
Kim Santangelo-Woinski. Mr. James has been employed by the Company for
four years. Prior to that time he had served as a controller of Silver
Threads, a manufacturer of women's sportswear in New York City for 3 years.
Alan Woinski and Kim Santangelo-Woinski were the primary shareholders,
officers and directors of Gaming Venture Corp., U.S.A. prior to the merger
with the Company.
Resumes.
Alan Woinski - Mr. Woinski is currently President and a Director of the
Company. Mr. Woinski founded The Gaming Industry Weekly Report in March,
1993, The Gaming Industry Daily Report in August, 1996 and has been the
editor since their inception. Mr. Woinski was Vice President of A & E
Printing, Inc. from January 1988 to December 1994. From January 1995 to
July, 1996, Mr. Woinski was President of A & E Printing, Inc., a commercial
printing company. As Vice-President, Mr. Woinski was in charge of
sales, marketing and production. As president, Mr. Woinski's duties were
expanded to hiring and firing personnel, inventory control and overseeing
all operations of the company. From December 1992 to August 1995, Mr.
Woinski was also President of Lucky Management Corp, an investment advisory
firm that also held interests in other businesses including printing, real
estate, etc. As president, Mr. Woinski handled all investment advisory
accounts including being the advisor to the Monitrend Gaming and Leisure
fund. Mr. Woinski served as an advisor for the Monitrend Gaming and
Leisure Mutual Fund from October 1993 to December 1994 and was Portfolio
Manager of the High Rollers Investment Partnership from December 1992 to
October 1993. Duties as advisor and portfolio manager included updates on
the gaming industry including trend analysis, technical analysis on
securities of companies in the gaming industry, buy and sell
recommendations, etc. Mr. Woinski graduated from Hofstra University in
1986.
Kim Santangelo-Woinski - Mrs. Woinski is currently Vice President of a
subsidiary,and a Director of the Company. Mrs. Woinski was Vice
President of Lucky Management Corp., an investment advisory firm that also
held interests in other businesses including printing, real estate, etc.
from December 1992 to August 1995. Mrs. Woinski was vice president in
charge of all in-house accounting and customer relations as well as running
the entire office including ordering supplies, equipment, etc. From January
1992 to January 1994, Mrs. Woinski worked as operations manager/personal
assistant to the President of Tee Dee's, Inc., a womens clothing
manufacturer. Mrs. Woinski's duties included office management and
personnel supervision. From 1990 to 1992, Mrs. Woinski was beverage
manager of Waypointe, Inc., and served as beverage manager of Treadway Inn
Hotel from 1989 to 1991. Her duties as beverage manager included hiring
staff, inventory and overseeing and filing report for the parent company.
Glenn Fine. Mr. Fine is Chairman, CEO and a Director of the Company. Mr.
Fine has been Publisher and Chief-Executive-Officer of Casino Journal
Publishing Group since its inception. Mr. Fine started Casino Journal
Publishing Group in 1984 as a small Atlantic City employee publication. He
<PAGE>17
has directed the growth of the Company through its startup of various new
magazines, newsletters and trade shows and subsequent merger with Gaming
Venture Corp., U.S.A. to form Casino Journal Publishing Group, Inc.
Roger Gros. Mr. Gros is Vice President and a Director of the Company.
Mr. Gros was Vice President/Development of Casino Journal Publishing Group.
Since joining Casino Journal Publishing Group in 1984, he has held virtually
every editorial title. He is a founding editor of Casino Player magazine,
directing its editorial division until December 1994. He remains a senior
editor of the Casino Journal and Casino Player as well as the National
Gaming Summary and the Atlantic City Insider. Mr. Gros also directs Gaming
Entertainment Expositions, the trade and consumer show division of Casino
Journal Publishing Group, Inc.
Adam A. Fine. Mr Fine is COO and a Director of the Company. Adam Fine
was Chief Operating Officer of Casino Journal Publishing Group prior to the
merger with Gaming Venture Corp., U.S.A. After attending Rutgers
University, Mr. Fine played a critical role in the development of Casino
Journal Publishing Group from its inception in 1984. In addition to serving
as Editor-in-Chief of all the groups' publications, including Casino Journal
and Casino Player magazines, he serves also as Chief Operating Officer, with
oversight responsibility for marketing, circulation, sales, new product
development and day-to-day operations. In 1989, Mr. Fine established Casino
Journal's Las Vegas office, which has since become the nerve center for the
Company's editorial and sales functions.
Lisa Robertson. Ms. Robertson is VP and a Director of the Company. Ms.
Robertson is Vice President/Creative Director of Casino Journal Publishing
Group, Inc. Before joining Casino Journal Publishing Group in 1988, she
served as production director for the Times Beacon Newspapers of Ocean
County, New Jersey. As Vice President in charge of Casino Journal's
creative services, Ms. Robertson directs the Company's art department and
coordinates the production schedules for all its publications, as well as
the design and production of corporate direct mail and promotional
materials. She has also played a key role in the development of Gaming
Entertainment Expositions Inc., the Company's tradeshow division.
All directors will serve on the Board of Directors until the next annual
meeting of the shareholders of Company, or until their successors have been
duly elected and qualified. Officers serve at the discretion of the Board
of Directors.
Directorships. No director or nominee for director holds a directorship in
any other company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934 or subject to the requirements of
Section 15(d) of such Act or any company registered as an investment company
under the Investment Company Act of 1940.
ITEM 10. EXECUTIVE COMPENSATION
In April of 1998, the Company entered into five-year employment contracts
with Messr Fines, Woinski and Gros and Ms. Robertson in which they will
serve as officers. Their annual base salaries will range from $150,000 to
$525,000 and they will be entitled to increases of 10% in the second through
fifth year. Under the agreement, they may also receive additional
unspecified bonuses. Such bonuses shall be determined by the independent
members of the Board of Directors who shall take into account their
individual performances in making such determination. They will be subject
to a one-year covenant-not-to-compete with the Company that begins at the
end of the term of such agreements. Mr. Woinski was paid $265,000 and
$173,692 for the years ended December 31, 1999 and 1998, respectively as an
officer of the Company. Glenn Fine was paid $592,500 and $418,070 at
December 31, 1999 and 1998, respectively. Adam Fine was paid $337,500 and
$207,519 at December 31, 1999 and 1998, respectively. Roger Gros was paid
$175,000 and $121,409 at December 31, 1999 and 1998, respectively. Lisa
Robertson was paid $175,000 and $132,354 at December 31, 1999 and 1998,
respectively
Messrs Fines and Gros and Ms Robertson hold in the aggregate two-year
options to purchase 380,000 shares of the Company's Common Stock at an
exercise price of $2.40625 per share. Mr. Woinski holds in the aggregate
five-year options to purchase 350,000 shares of the Company's Common Stock
at an exercise price of $2.40625 per share which vest at a rate of 20% per
year, as long as he is employed by the Company.
<PAGE>18
Except as discussed above, none of the other officers and/or directors
receive any compensation for their services and there are not plans to pay
any such compensation in the near future. All officers and directors are,
however, reimbursed for expenses incurred on behalf of Company.
The Company presently has a 401(k) plan available to its employees and pays
one-half of health insurance offered to employees. The Company presently
has no other pension, health, stock option, annuity, bonus, insurance,
profit-sharing or other similar benefit plans; however, Company may adopt
such plans in the future. There are presently no personal benefits
available for directors, officers or employees of Company.
If any of the five key employees are terminated without cause, they are
entitled to eighteen months severance pay. There is no other plan or
arrangement with respect to compensation received or that may be received by
the executive officers in the event of termination of employment or in the
event of a change in responsibilities following a change in control. The
Company has a five year key man insurance policy on Alan Woinski beginning
in May 1998 for $2,000,000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following tables list the Company's stockholders who, to the best of the
Company's knowledge, own of record or, to the Company's knowledge,
beneficially, more than 5% of the Company's outstanding Common Stock; the
total number of shares of the Company's Common Stock beneficially owned by
each Director; and the total number of shares of the Company's Common Stock
beneficially owned by the Directors and elected officers of the Company, as
a group.
</TABLE>
<TABLE>
Percentage of
Number & Class Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
Alan Woinski 721,500 (1)(2) 14.60%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232
Lucky Management Corp. 721,500(1)(2) 14.60%
P.O. Box 1396
Paramus, NJ 07653
Kim Santangelo-Woinski 721,500(1)(2) 14.60%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232
Glenn Fine 2,006,800 40.37%
5240 Southeastern
Las Vegas, NV 89119
Adam Fine 501,000 10.08%
5240 Southeastern
Las Vegas, NV 89119
Lisa Robertson 250,000 5.03%
5240 Southeastern
Las Vegas, NV 89119
Roger Gros 250,000 5.03%
5240 Southeastern
Las Vegas, NV 89119
All Directors & Officers
as a group (6 persons) 3,732,300 75.12%
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
<PAGE>19
indicated, each person indicated above has sole power to vote, or dispose or
direct the disposition of all shares beneficially owned, subject to
applicable community property laws.
(2)Includes Lucky Management Corp., Alan Woinski, the principal shareholder
thereof, and Kim Santangelo-Woinski, who is married to Mr. Woinski, who
together constitute a "group," as that term is defined in Section 13D of the
Securities Exchange Act of 1934, as amended.
There are currently 64,333 Class A Warrants outstanding held by a
nonaffiliated party.
There are currently 94,333 Class B Warrants outstanding held by
nonaffiliates.
The Board of Directors and shareholders have approved a Non-Statutory Stock
Option Plan to attract and retain persons of experience and ability and
whose services are considered valuable and to encourage the sense of
proprietorship in such persons and to stimulate the active interest of such
persons in the development and success of the Corporation.
1. Persons Eligible to Participate in Non-Statutory Stock Option Plan.
The persons eligible for participation in the Plan as recipients of Non-
statutory Stock Options ("NSOs") shall include full-time and part-time
employees (as determined by the Committee) and officers of the Company or of
an Affiliated Corporation. In addition, directors of the Company or any
Affiliated Corporation who are not employees of the Company or an Affiliated
Corporation and any attorney, consultant or other adviser to the Company or
any Affiliated Corporation shall be eligible to participate in the Plan.
For all purposes of the Plan, any director who is not also a common law
employee and is granted an option under the Plan shall be considered an
"employee" until the effective date of the director's resignation or removal
from the Board of Directors, including removal due to death or disability.
The Committee shall have full power to designate, from among eligible
individuals, the persons to whom NSOs may be granted. A person who has been
granted an NSO may be granted an additional NSO or NSOs, if the Committee
shall so determine. The granting of an NSO shall not be construed as a
contract of employment or as entitling the recipient thereof to any rights
of continued employment.
2. Stock Reserved for the Plan. Subject to adjustment, a total of
1,200,000 shares of Common Stock, $.001 par value per share ("Stock"), of
the Company shall be subject to the Plan. The Stock subject to the Plan
shall consist of unissued shares or previously issued shares reacquired and
held by the Company or any Affiliated Corporation, and such amount of shares
shall be and is hereby reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to outstanding NSOs
at the termination of the Plan shall cease to be reserved for the purpose of
the Plan, but until termination of the Plan, the Company shall at all times
reserve a sufficient number of shares to meet the requirements of the Plan.
Should any NSO expire or be canceled prior to its exercise in full, the
unexercised shares theretofore subject to such NSO may again be subjected to
an NSO under the Plan.
3. Option Price. The purchase price of each share of Stock placed
under NSO shall not be less than Eighty Five percent (85%) of the fair
market value of such share on the date the NSO is granted. The fair market
value of a share on a particular date shall be deemed to be the average of
either (i) the highest and lowest prices at which shares were sold on the
date of grant, if traded on a national securities exchange, (ii) the high
and low prices reported in the consolidated reporting system, if traded on a
"last sale reported" system, such as NASDAQ, for over the counter
securities, or (iii) the high bid and high asked price for other over-the-
counter securities. If no transactions in the Stock occur on the date of
grant, the fair market value shall be determined as of the next earliest day
for which reports or quotations are available. If the common shares are
not then quoted on any exchange or in any quotation medium at the time the
option is granted, then the Board of Directors or Committee will use its
discretion in selecting a good faith value believed to represent fair market
value based on factors then known to them. The cash proceeds from the sale
of Stock are to be added to the general funds of the Company.
4. Exercise Period. (a) The NSO exercise period shall be a term
of not more than ten (10) years from the date of granting of each NSO and
shall automatically terminate:
(i) Upon termination of the optionee's employment with the
Company for cause;
<PAGE>20
(ii) At the expiration of twelve (12) months from the date
of termination of the optionee's employment with the Company for any reason
other than death, without cause; provided, that if the optionee dies
within such nine-month period, subclause (iii) below shall apply; or
(iii) At the expiration of fifteen (15) months after the date
of death of the optionee.
(b) "Employment with the Company" as used in the Plan shall include
employment with any Affiliated Corporation, and NSOs granted under the Plan
shall not be affected by an employee's transfer of employment among the
Company and any Parent or Subsidiary thereof. An optionee's employment with
the Company shall not be deemed interrupted or terminated by a bona fide
leave of absence (such as sabbatical leave or employment by the Government)
duly approved, military leave or sick leave.
The following options and warrants are currently issued to officers and
directors of the Company.
Alan Woinski
5,000 options to purchase Common Shares at $4.50
Expiration date is January 7, 2000
350,000 options to purchase Common Shares at $.2.4062
of which 122,500 have vested.
Expiration date is April 2003
Kim Woinski
5,000 options to purchase Common Shares at $4.50
Expiration date is January 7, 2000
These amounts do not include the 380,000 options issued to the owners and
managers of the Casino Journal Publishing Group pursuant to the merger.
2.40625, expiration date is April 2000.
Board of Directors Compensation. Members of the Board of Directors may
receive an amount yet to be determined annually for their participation and
will be required to attend a minimum of four meetings per fiscal year. All
expenses for meeting attendance or out of pocket expenses connected directly
with their Board representation will be reimbursed by the Corporation.
Director liability insurance may be provided to all members of the Board of
Directors. No differentiation is made in the compensation of "outside
directors" and those officers of the Corporation serving in that capacity.
There is no plan or arrangement with respect to compensation received or
that may be received by the executive officers in the event of termination
of employment or in the event of a change in responsibilities following a
change in control.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company rents two office facilities from shareholders. One
facility is occupied pursuant to a ten-year lease, which began on
June 1, 1997 and requires annual rent payments of $120,000, and
the other facility is occupied pursuant to a five-year lease
which began on January 1, 1996 and requires annual rent payments
of $18,000. Total related party rent expense was $138,000 and
$133,500 for the years ended December 31, 1999 and 1998,
respectively.
<PAGE>21
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS AND SCHEDULES
The following financial statements and schedules are filed as part of this
report:
Report of Independent Public Auditors.................................
Balance Sheet........................................................
Statement of Operations...............................................
Statement of Stockholder's Equity................................... .
Statement of Comprehensive Loss
Statement of Cash Flows...............................................
Notes to Financial Statements.........................................
Schedules Omitted: All schedules other than those shown have been omitted
because they are not applicable, not required, or the required information
is shown in the financial statements or notes thereto.
<PAGE>22
CASINO JOURNAL PUBLISHING GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
AND
INDEPENDENT AUDITORS' REPORT
<PAGE>23
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Independent Auditors' Report 1
Consolidated Financial Statements
Balance Sheet at December 31, 1999 2
Statement of Operations
Years Ended December 31, 1999 and 1998 3
Statement of Comprehensive Loss
Years Ended December 31, 1999 and 1998 4
Statement of Changes in Shareholders' Equity
Years Ended December 31, 1999 and 1998 5
Statement of Cash Flows
Years Ended December 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7-16
<PAGE>24
FRIEDMAN ALPREN & GREEN LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
1700 BROADWAY
NEW YORK, NY 10019
212-582-1600
FAX 212-265-4761
www.nyccpas.com
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF CASINO JOURNAL PUBLISHING GROUP, INC.
We have audited the accompanying consolidated balance sheet of CASINO
JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES as of December 31,
1999, and the related consolidated statements of operations,
comprehensive loss, changes in shareholders' equity and cash flows for
the years ended December 31, 1999 and 1998. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES as of December
31, 1999, and the results of their operations and their cash flows for
the years ended December 31, 1999 and 1998 in conformity with generally
accepted accounting principles.
FRIEDMAN ALPREN & GREEN LLP
NEW YORK
January 29, 2000
F-1
<PAGE>25
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
ASSETS
------------
Current assets
Cash $ 755,159
Certificate of deposit 401,809
Accounts receivable 2,409,010
Investment in marketable securities 1,635,216
Inventories 37,027
Loans receivable, employees 8,416
Prepaid expenses 48,677
-----------
Total current assets 5,295,314
Property and equipment - at cost, less accumulated
depreciation and amortization 230,773
Goodwill, less accumulated
amortization of $213,376 1,615,556
Loan receivable, shareholders and
related parties 802,105
Other assets 46,038
------------
$ 7,989,786
============
LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------
Current liabilities
Note payable $ 120,000
Accounts payable and accrued expenses 1,460,848
Current portion of deferred subscriptions
revenues 1,936,475
Income taxes payable 153,000
------------
Total current liabilities 3,670,323
Deferred subscription revenues, less
current portion 360,080
-----------
4,030,403
-----------
Commitments -
Shareholders' equity
Common stock, $.001 par value; 50,000,000
Shares authorized, 5,004,234 shares
issued and outstanding 5,004
Additional paid-in capital 3,995,109
Undistributed stock compensation 2,145,000
Unrealized loss on investments (255,173)
Accumulated deficit (1,930,557)
----------
3,959,383
----------
$7,989,786
==========
The accompanying notes are an integral part
of these consolidated financial statements.
F-2
<PAGE>26
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
------ -----
Revenues
Advertising $ 7,204,442 $ 5,393,314
Subscriptions 3,887,702 2,308,098
Trade shows 1,344,048 819,607
Consulting 657,857 387,328
Other 313,565 214,979
----------- -----------
13,407,614 9,123,326
------------ -----------
Direct costs
Printing 2,718,006 1,953,947
Production 1,163,733 697,197
Postage 901,404 487,373
Distribution 357,181 349,033
Commissions 754,669 814,774
Outside writers 177,696 -
Other 487,391 289,330
----------- -----------
6,560,080 4,591,654
---------- -----------
Gross profit 6,847,534 4,531,672
---------- -----------
Operating expenses
Promotion 907,573 558,488
General and administrative 4,920,531 4,067,922
Depreciation and amortization 216,818 161,212
Interest expense 15,036 29,287
Undistributed stock compensation 2,145,000 -
---------- ----------
8,204,958 4,816,909
---------- ----------
Operating loss (1,357,424) (285,237)
---------- ----------
Other income 47,996 40,348
---------- ----------
Loss before income taxes
and minority interest (1,309,428) (244,889)
Income taxes 215,000 3,000
---------- ----------
Loss before minority interest (1,524,428) (247,889)
Minority interest in earnings of
American Gaming Summit, LLC and
Southern Gaming Summit, LLC (158,240) -
----------- ----------
Net loss $(1,682,668) $(247,889)
=========== ==========
Basic and diluted loss per share $ (.34) $ (.06)
=========== ==========
Shares used in the calculation
of loss per share 4,991,078 4,366,067
========== ==========
The accompanying notes are an integral part
of these consolidated financial statements.
F-3
<PAGE>27
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
Net loss $(1,682,668) $(247,889)
Other comprehensive loss
Unrealized loss on investments (182,881) (72,292)
Comprehensive loss $(1,865,549) $(320,181)
=========== =========
The accompanying notes are an integral part
of these consolidated financial statements.
F-4
<PAGE>28
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Additional Undistributed
Common Stock Paid-in Stock Accumulated
Shares Amount Capital Compensation Deficit
-------- -------- ---------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1998 3,000,000 $11,100 $66,177 $ - $(292,722)
Dividends paid - - - - (62,350)
Shares of subsidiary distributed to
shareholder - - (43,527) - 46,244
Shares issued for acquisition 1,608,734 (6,491) 3,551,257 - -
Reclassification of accumulated deficit
attributable to S Corporation - - (308,828) - 308,828
Issuance of common stock
Private placement 100,000 100 199,900 - -
Consulting services 25,000 25 56,225 - -
Options exercised 35,000 35 7,765 - -
Private placement 200,000 200 399,800 - -
Net loss - - - - (247,889)
--------- ------ -------- -------- --------
Balance, December 31, 1998 4,968,734 4,969 3,928,769 - (247,889)
Issuance of common stock
Options exercised 33,000 33 61,342 - -
Stock compensation 2,500 2 4,998 - -
Undistributed stock compensation - - - 2,145,000 -
Net loss - - - - (1,682,668)
--------- ------ -------- --------- ----------
Balance, December 31, 1999 5,004,234 $5,004 $3,995,109 $2,145,000 $(1,930,557)
========= ====== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
F-5
<PAGE>29
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Cash flows from operating activities
Net loss $(1,682,668) $(247,889)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Undistributed stock compensation 2,145,000 -
Depreciation and amortization 216,818 161,212
Minority interest in earnings of American Gaming
Summit, LLC and Southern Gaming Summit, LLC 158,240 -
Interest earned on certificate of deposit (1,809) -
Changes in assets and liabilities
Accounts receivable (1,271,417) (226,827)
Inventories (3,379) (123)
Deferred promotion expenses 541,161 (541,161)
Prepaid expenses and taxes 75,314 (245,054)
Other assets 443 17,292
Accounts payable and accrued expenses 238,465 85,572
Deferred subscription revenues 756,957 338,375
Deferred advertising revenues (118,056) 118,056
Deferred trade show revenues (312,978) 312,978
Income taxes payable 153,000 -
---------- ----------
Net cash provided by (used in) operating activities 895,091 (227,569)
---------- ----------
Cash flows from investing activities
Cash received in merger - 1,027,365
Additions to property and equipment (70,422) (82,266)
Purchase of certificate of deposit (400,000) -
Investment in marketable securities, net (545,208) (184,873)
Loans receivable, employees (1,382) (373)
Loans receivable, shareholders and related parties (175,195) (246,588)
Merger transaction costs - (158,767)
---------- -----------
Net cash provided by (used in) investing activities (1,192,207) 354,498
---------- -----------
Cash flows from financing activities
Notes payable 20,000 100,000
Principal payments on loan payable, automobile - (9,025)
Issuance of common stock 66,375 664,050
Dividends paid - (62,350)
Dividends paid to minority interest (158,240) (29,819)
---------- ----------
Net cash provided by (used in) financing activities (71,865) 662,856
---------- ----------
Net increase (decrease) in cash (368,981) 789,785
Cash, beginning of year 1,124,140 334,355
---------- ----------
Cash, end of year $755,159 $1,124,140
========== ==========
Supplemental cash flow disclosures
Interest paid $15,036 $29,287
Income taxes paid 68,149 -
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
F-6
<PAGE>30
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The Company, with offices in Las Vegas, Nevada, Atlantic City,
New Jersey and Paramus, New Jersey, publishes consumer gaming
magazines and gaming industry trade publications. The Company also
sponsors and operates gaming industry trade shows.
Acquisition
On April 3, 1998, the Company and its combined affiliates
merged with Gaming Venture Corp., U.S.A., a Nevada corporation
("Gaming"). The Company and its combined affiliates became wholly
owned subsidiaries of Gaming, the legal acquiror. As the Company's
and its combined affiliates' shareholders acquired approximately
65% of Gaming's outstanding voting shares, the merger was accounted
for by the purchase method under business combinations and treated
as a reverse acquisition of Gaming by the Company, the accounting
acquiror in the transaction.
The total cost of the acquisition was $3,726,235, consisting
of the purchase price of $3,217,468, measured by the 1,608,734
common shares retained by Gaming's shareholders at their fair value
at the closing date of $2.00 per share and the value of stock
options ($350,000) granted to shareholders of the Company (see Note
5), plus transaction costs of $158,767.
Simultaneous with the acquisition, Gaming changed its name to
Casino Journal Publishing Group, Inc.
Basis of Presentation
The accompanying consolidated balance sheet as of December 31,
1999 includes the accounts of the Company and its subsidiaries
(including Gaming). The related accompanying consolidated
statements of operations, changes in shareholders' equity,
comprehensive loss and cash flows include the results of operations
and cash flows of the Company and its subsidiaries, and of Gaming
for the period beginning April 3, 1998. All significant
intercompany transactions and balances have been eliminated.
Use of Estimates
Management uses estimates and assumptions in preparing
financial statements. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and
expenses.
Investment in Marketable Securities and Certificate of Deposit
Marketable securities, consisting of common stock, are
classified as available-for-sale and are stated at fair value, with
unrealized gains or losses shown as a separate component of
shareholders' equity. Net unrealized losses at December 31, 1999
and 1998 were $182,851 and $72,292, respectively, and are presented
as other comprehensive loss and as a component of shareholders'
equity.
The Company has classified its certificate of deposit as held
to maturity. At December 31, 1999, the market value of this
investment approximated its book value.
Inventories
Inventories, which consist principally of books, are stated at
the lower of cost (first-in, first-out) or market.
Deferred Promotion Costs
The Company, which began several direct mailing programs in 1998,
accounts for direct-response advertising costs in accordance with
the American Institute of Certified Public Accountants' Statement
of Position 93-7, "Reporting on Advertising Costs". The primary
purpose of these programs was to elicit sales from customers, who
could be shown to have responded specifically to the advertising,
<PAGE>31
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Promotion Costs (continued)
which, accordingly, resulted in probable future economic benefits.
Direct-response advertising consisted primarily of printing,
postage and promotional costs and was to be amortized over the
estimated period of the future benefit using the ratio of current
period revenues to total current and estimated future period
revenues. Amortization of direct-response advertising costs was
$541,161 and $216,000 for the years ended December 31, 1999 and
1998, respectively, and is included in promotion expenses.
Property and Equipment
Property and equipment are carried at cost. Depreciation is
computed on the straight-line and accelerated methods over the
estimated useful lives of the assets. Leasehold improvements are
amortized over the term of the lease.
Concentrations of Credit Risk
At December 31, 1999, the Company maintained cash balances in
two banks. Balances are insured for up to $100,000 by the Federal
Deposit Insurance Corporation. At times, balances may exceed such
insurance limits. The Company believes it mitigates itself by
banking with major financial institutions.
Fair Value of Financial Instruments
The fair values of loans receivable and the note payable
approximate their carrying amounts.
Goodwill
Goodwill represents cost in excess of fair value of net assets
acquired in the merger transaction, and is being amortized over 15
years. The Company periodically re-evaluates its recoverability.
In management's opinion, there has been no impairment of goodwill
at December 31, 1999.
Revenue Recognition
Subscription revenues are recognized in income as issues of
magazines and newsletters are delivered to the subscribers.
Advertising revenues are recognized on publication of the
respective magazine. Trade show revenues are recognized when the
shows are held.
Income Taxes
Prior to the merger with Gaming, the Company and its
subsidiaries had elected S Corporation status for Federal and New
Jersey income tax purposes, where applicable. Under these
elections, taxable income or loss was reportable on the
shareholders' individual income tax returns, and the entities were
not required to make provisions for Federal income tax. Provisions
were made for New Jersey S Corporation tax.
Concurrent with the merger with Gaming, the Company became a
wholly owned subsidiary of Gaming, the S Corporation elections
terminated and the Company became subject to all Federal and state
corporate income taxes.
The Company applies the asset and liability method of accounting
for income taxes. Under the asset and liability method, deferred
tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using the enacted tax rates in effect for the year in
which those temporary differences are expected to be recovered or
settled. A valuation allowance is recorded to reflect the
likelihood of realization of deferred tax assets.
<PAGE>32
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Per Share Data
Basic and diluted loss per share is computed by dividing the
net loss by the weighted average number of shares of common stock
outstanding during the periods. Stock warrants and options have
been excluded from diluted loss per share and have not been
presented because their effect would have been antidilutive.
2 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Equipment $ 152,364
Furniture and fixtures 326,022
Vehicles 85,808
Leasehold improvements 45,232
---------
Less - Accumulated depreciation
and amortization 378,653
---------
$ 230,773
=========
Depreciation on property and equipment was $89,889 and $68,750
for the years ended December 31, 1999 and 1998, respectively.
3 - NOTE PAYABLE
The note payable of $120,000 is a demand note and requires
monthly payments of interest only, beginning April 1, 1999, at
First Union National Bank's prime rate plus 1%. Marketable
securities owned by a shareholder and the certificate of deposit
owned by the Company are collateral for the note. Interest expense
on the note was $10,047 and $9,388 for the years ended December 31,
1999 and 1998, respectively.
4 - INCOME TAXES AND DEFERRED INCOME TAXES
Income taxes and components of deferred tax assets are as
follows:
1999 1998
------ ------
Current income taxes
Federal income taxes $168,000 $ -
State income taxes 47,000 3,000
-------- ---------
$215,000 $ 3,000
======== ========
Deferred tax assets
Undistributed stock compensation $644,000 $ -
Less - Valuation allowance (644,000) -
--------- ---------
Net deferred tax assets $ -0- $ -0-
=========== =========
5 - STOCK OPTION PLAN
In June 1995, Gaming instituted a stock option plan.
Employees, officers and directors are eligible to participate in
the plan. The plan will be administered by the Company's Board of
Directors. Gaming had reserved 750,000 shares of $.001 par value
common stock for the plan. Prior to the merger, the Board of
Directors increased the number of shares reserved for issuance to
1,200,000. The option price shall not be less than 85% of the fair
market value of the stock on the date the option is granted and
shall be for a term of not more than ten years.
<PAGE>33
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. STOCK OPTION PLAN (Continued)
On the date of the merger, the owners of the Company were
issued two-year options covering 380,000 shares of Gaming at an
exercise price of $2.41 (the published stock price of Gaming on
that date). The fair value of these options ($350,000), using the
Black-Scholes Option Pricing Model, was recorded as part of the
acquisition cost.
To induce the continued employment of Gaming's president, the
Company granted him an option to purchase up to 350,000 shares of
the Company at an exercise price of $2.41. This option is for a
period of five years from the closing date of the merger, April 1,
1998, and vests at a rate of 20% a year, as long as he is employed
by the Company. At December 31, 1999 and 1998, 122,500 and 52,500
options, respectively, were vested.
On September 25, 1998, options to purchase 65,000 shares at an
exercise price of $2.13 were granted to employees.
Changes in outstanding options under the stock option plan for
the years ended December 31, 1999 and 1998, and options exercisable
at December 31, 1999, are as follows:
Weighted
Number Average
of Exercise
Shares Price
-------- --------
Outstanding, January 1, 1998 180,000 $2.450
Granted April 3, 1998 at $2.40 380,000 2.400
Granted April 3, 1998 at $2.40 52,500 2.400
Granted September 25, 1998 at $2.13 65,000 2.130
Exercised July 1, 1998 at $.01 (30,000) .010
Exercised July 9, 1998 at $2.25 (25,000) 2.250
Exercised December 12, 1998 at $1.50 (5,000) 1.500
Expired (20,000) 3.500
-------
Outstanding at December 31, 1998 597,500 $2.500
Exercised January 21, 1999 at $1.50 (5,000) 1.500
Exercised February 19, 1999 at $2.125 (3,000) 2.125
Granted at April 3, 1999 at $2.41 70,000 2.410
Exercised June 1, 1999 at $1.50 (15,000) 1.500
Exercised June 9, 1999 at $2.50 (10,000) 2.500
Expired (30,000) 1.500
-------
Outstanding at December 31, 1999 604,500 2.587
======== =======
The Company applies SFAS No. 123, "Accounting for Stock-Based
Compensation", which permits entities to recognize as expense, over
the vesting period, the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 allows entities to
continue to apply the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees",
and provide pro forma net income and pro forma earnings per share
disclosures for employee stock grants made as if the fair-value-
based method defined in SFAS No. 123 had been applied. The Company
has elected to continue to apply the provisions of APB No. 25 in
accounting for its plan and, accordingly, no compensation cost has
been recognized for its stock options granted to employees in the
financial statements.
Had compensation expense for the Company's stock-based compensation
plan been determined for the years ended December 31, 1999 and 1998
based on fair values at the grant dates for awards under those
plans, the Company's net loss and loss per share would have been as
follows:
<PAGE>34
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. STOCK OPTION PLAN (Continued)
1999 1998
------ -------
Net loss
As reported $(1,682,668) $(247,889)
Pro forma (1,804,093) (322,539)
Basic and diluted loss per share
As reported (.34) (.06)
Pro forma (.36) (.07)
The weighted average fair value of options granted
during 1999 and 1998 was estimated on the date of grant
using the Black-Scholes option-pricing model, and the
following assumptions:
1999 1998
------ ------
Expected volatility 50.36% 65%
Risk-free interest rate 6.33% 4.59% to 4.67%
Expected life 5 years 2 to 5 years
Dividend yield -0-% -0-%
Forfeiture rate -0-% -0-%
Summary information about the Company's stock options
outstanding at December 31, 1999 are as follows:
Outstanding Weighted
and Average
Exercisable Contractual
at December 31, Exercise Periods
1999 Price (in Years)
-------------- -------- ---------
479,500 $ 2.41 2.60
65,000 2.13 .75
60,000 4.50 .26
------- ------- ------
604,500 $2.13 - $4.50 1.20
========= =============== =======
6 - STOCK PURCHASE WARRANTS
In June 1995, Gaming authorized a distribution to shareholders
of 100,000 each of A and B stock purchase warrants, exercisable as
follows:
$4.00 plus one A warrant for each share of common stock
$6.00 plus one B warrant for each share of common stock
The warrants were exercisable for a period of 24 months from
the date of issue and are callable with 30 days' notice at a price
of $.001 per warrant. The exercisable period was subsequently
extended through December 31, 2000.
At December 31, 1999, 64,333 Class A warrants and 94,333 Class
B warrants remain outstanding.
7 - UNDISTRIBUTED STOCK COMPENSATION
The Company granted certain officers rights to receive common
stock at no cost, if certain revenue goals were met. At December
31, 1999, these goals were met and the officers were entitled to
receive 1,500,000 shares with a market value on the over-the-
counter bulletin board on that date of $1.43 per share. The total
expense of $2,145,000 is recognized in the 1999 financial
statements as undistributed stock compensation. In accordance with
the agreement, the shares will be issued within 30 days of the
issuance of the 1999 audited financial statements.
8 - RELATED PARTY TRANSACTIONS
The Company rents two office facilities from shareholders.
One facility is occupied pursuant to a ten-year lease which began
on June 1, 1997 and requires annual rent payments of $120,000, and
the other facility is occupied pursuant to a five-year lease which
began on January 1, 1996 and requires annual rent payments of
<PAGE>35
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8 - COMMITMENTS (Continued)
$18,000. Total related party rent expense was $138,000 and
$133,500 for the years ended December 31, 1999 and 1998,
respectively.
Loans receivable, shareholders and related parties include
loans to the majority shareholder of $530,935, a loan of $6,521 to
a family member of a shareholder, and loans of $264,649 to three
shareholders. Repayments will begin at the end of the first
quarter of 2000 by returning shares of the Company's common stock
held at a minimum rate of 10% of the outstanding loan balance per
quarter.
9 - COMMITMENTS
Lease Commitments
In addition to the space leased from related parties (see Note
8), the Company leases premises under a noncancelable operating
lease expiring November 30, 2004. The lease requires additional
rent payments based on increases in real estate taxes and operating
expenses over base period amounts.
Approximate future minimum rent payments at December 31, 1999,
including rents under leases with related parties, are as follows:
Year Ending
December 31,
2000 $217,000
2001 200,000
2002 206,000
2003 212,000
2004 227,000
Thereafter 392,000
---------
$1,454,000
==========
Rent expense, including related party rent, was $219,237 and
$201,764 for the years ended December 31, 1999 and 1998,
respectively.
Employment Agreements
Effective April 1, 1998, the Company has entered into
employment agreements with five key employees. Such contracts,
with a duration of five years, provide for annual compensation
ranging from $150,000 to $525,000 a year.
(b) List of Exhibits
The following exhibits are filed with this report:
(2) Exchange of Stock/Purchase Agreement incorporated by reference to
Form 8-K filed 1/26/98
(3) Articles of Incorporation and Bylaws incorporated by reference to
Form
S-1, file number 33-98184
(4) Specimen certificate for Common Stock incorporated by reference to
Form S-1, file number 33-98184- to be filed by amendment
(27) Financial Data Schedule
(B) REPORTS ON FORM 8-K
None
<PAGE>36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this Report to
be signed on its behalf by the undersigned duly authorized person.
Date: March 30, 2000 Casino Journal Publishing, Inc.
/s/ Alan Woinski
------------------------------------
By: Alan Woinski, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ Alan Woinski 3/30/00
- ------------------------------ Date:
Alan Woinski
President and Director
(Principal Executive, Financial and Accounting)
/s/ Kim Santangelo-Woinski 3/30/00
- ------------------------------ Date:
Kim Santangelo-Woinski
Director
/s/ Glenn Fine 3/30/00
- ------------------------------ Date:
Glenn Fine
Director
/s/ Adam Fine 3/30/00
- ------------------------------ Date:
Adam Fine
Chief Operating Officer and Director
/s/ Lisa Robertson 3/30/00
- ------------------------------ Date:
Lisa Robertson
Vice President and Director
/s/ Roger Gros 3/30/00
- ------------------------------ Date:
Roger Gros
Vice President and Director
/s/ Derek James 3/30/00
- ------------------------------ Date:
Derek James
Controller
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 755,159
<SECURITIES> 1,635,216
<RECEIVABLES> 2,409,010
<ALLOWANCES> 0
<INVENTORY> 37,027
<CURRENT-ASSETS> 5,295,314
<PP&E> 230,773
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,989,786
<CURRENT-LIABILITIES> 3,670,323
<BONDS> 0
<COMMON> 5,004
0
0
<OTHER-SE> 3,954,379
<TOTAL-LIABILITY-AND-EQUITY> 7,989,786
<SALES> 13,407,614
<TOTAL-REVENUES> 13,407,614
<CGS> 6,560,080
<TOTAL-COSTS> 6,560,080
<OTHER-EXPENSES> 8,189,922
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,036
<INCOME-PRETAX> (1,467,668)
<INCOME-TAX> 215,000
<INCOME-CONTINUING> (1,682,668)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,682,668)
<EPS-BASIC> (.34)
<EPS-DILUTED> (.34)
</TABLE>
