SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended April 30, 1997
Commission File No. 0-10315
ROYAL CASINO GROUP INC.
(Name of Registrant as specified in its charter)
Utah 95-4091368
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification
No.)
152 Sherman St.
Deadwood, SD 57732
(Address of principal executive offices)
(605) 578-1299 (605) 578-1298
(Registrant's telephone number) (Registrant's fax
number)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
[x] Yes[] No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
[x] Yes[] No
As of April 30, 1997 4,968,459 shares of registrant's $0.001 par
value common stock were outstanding.
ROYAL CASINO GROUP INC.
INDEX
Page
Number
PART l. FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements
Balance Sheet
as of April 30, 1997............................ 3
Statement of Operations
as of April 30, 1997............................ 4
Statement of Cash Flows
as of April 30, 1997............................ 5
Notes to Financial Statements................... 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 7
PART ll OTHER INFORMATION
Item 2. Change in Securities..............................12
Item 6. Exhibits and Reports on Form 8-k..................12
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 30, 1997
ASSETS April 30, 1997
April 30, 1996
Current Assets
Cash and cash equivalents $103,057
Accounts Receivable 7,935
Inventories 32,932
Prepaid expenses 54,838 Marketable Securities
31,875
Total Current Assets $ 230,637 $ 469
Property and equipment $2,355,956
Total Fixed Assets $2,355,956
Other Assets 532,494
TOTAL ASSETS $ 3,119,087 469
LIABILITIES & EQUITY
Current Liabilities
Notes payable $ 126,250
Accounts Payable 131,841
Accrued liabilities
Accrued payroll and
benefits 36,197
Other 31,699
TOTAL CURRENT LIABILITIES $ 325,987 118,904
Long Term Liabilities
Capital Leases $ 8,962
________
TOTAL LIABILITIES 334,949
118,904
Equity
Preferred Stock, 100,000,000
authorized; 1,100,000 Series A
convertible shares issued and
outstanding at April 30, 1997 $ 2,740,000
Common Stock, $0.001 par, 150,000,000
shares authorized; 4,638,825 issued
and outstanding $ 4,969
3,214
Common Additional Paid in Capital 2,971,759
1,173,092
Accumulated deficit (2,932,590) (1,294,741)
TOTAL EQUITY 2,784,138 ( 118,435)
TOTAL LIABILITIES & EQUITY $ 3,119,087 469
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
April 30, 1997
April 30, 1997 April 30, 1996
REVENUES
Casino 245,255
Food & Beverage 98,068
Room 24,205
Other 69,651
437,179
Less Promotional Allowances ( 35,381)
NET REVENUES 401,798
COSTS & EXPENSES
Casino 136,126
Food & Beverage 86,421 Rooms 4,345
General & Administrative 389,290 19,254
Depreciation/Amortization 63,280
679,462
LOSS FROM OPERATIONS ( 277,664) (
19,254)
OTHER (INCOME) EXPENSE
Interest Expense ( 515)
Unrealized Gain(Loss) ( 6,250)
Other Income 1,807
Interest Income 1,382
( 3,576)
LOSS BEFORE INCOME TAXES (281,240)
INCOME TAX PROVISION
NET LOSS ( 281,240) ( 19,254)
NET LOSS PER SHARE $.06
$.0059
WEIGHTED AVERAGE COMMON
STOCK O/S (PRIMARY) 4,803,642
3,214,078
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
QUARTER ENDED April 30, 1997
Cash flows from operating activities:
Net profit <loss> $ <281,240>
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation/Amortization 63,280
Stock issued for Services 14,249
Unrealized Gain (Loss) on Marketable Securities 6,250
(Increase)Decrease in Prepaid Expenses 45,000
(Increase)Decrease in Accounts Receivable ( 325)
(Increase)Decrease in Deposits and Other 6,155
Increase(Decrease) in Accounts Payable (22,049)
Increase(Decrease) in Other Current Liabilities ( 6,286)
- ---------------@Style #6@
Net Cash
Provided (used) by operating activities: (174,966)
Cash Flows from Investing Activities:
Acquisitions of Property and Equipment
( 17,261)
- ---------------
Net Cash Used in Investing Activities ( 17,261)
Cash Flows from Financing Activities:
Payments on Capital Lease ( 868)
Line of credit 126,250
- ---------------
Net Cash Provided by Financing Activities 125,382
Net Increase(Decrease) in Cash and Cash Equivalents (
66,845)
Cash and Cash Equivalents, Beginning Period $
169,902
- --------------
Cash and Cash Equivalents, End of Period $
103,057
***********
ROYAL CASINO GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED April 30, 1997
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim financial statements of Royal Casino
Group Inc. (The Company) are unaudited; however, in the opinion
of management, all adjustments necessary for a fair presentation
of such financial statements have been reflected in the interim
periods presented. Such adjustments consisted only of normal
recurring items.
Due to the seasonality of the Company's current source of
revenues, operating results for the three months ended April 30,
1997 are not necessarily indicative of the results that may be
expected for the year ended July 31, 1997. The significant
accounting policies and certain financial information which
arenormally included in financial statements prepared in
accordance with generally accepted accounting principles, but
which are not required for interim reporting purposes, have been
condensed or omitted. The accompanying financial statements of
the Company should be read in conjunction with the Company's
audited financial statements for the year ended July 31, 1996
and the notes thereto, included in the Company's annual report
on form 10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
General Financial Condition
Due to the unanticipated severe weather conditions that
adversely impacted the Company's operation this winter, the
Company arranged a credit line through its local bank of
$125,000 which was sufficient to cover the cash flow shortfalls
in Goldiggers throughout the Spring. However, these severe
climatic conditions, being the coldest winter in the 107 years
of record keeping in South Dakota, have had an unexpected drain
on the Company's cash reserves. Accordingly, the Company has
commenced seeking the funding necessary to sustain not only
Goldiggers but the Company itself. Management anticipates
raising between $500,000-$1,000,000 to cover the Company's
projected needs, including current operations and development of
the Company's other proposed gaming properties, throughout the
next 12 month period. Although the Company believes it will be
successful in this regard, there can be no assurances that
sufficient capital will be avail- able at terms and conditions
acceptable to the Company. This summer the Company projects
Goldiggers to generate not only sufficient cash flow to service
its ongoing operating expenses but to show a profit.
Additionally, to acquire or develop additional gaming properties
the Company will require funding in varying amounts, time frames
and methods corresponding to each of the gaming opportunities
the Company elects to pursue.
Results of Operations:
Goldiggers
Net gaming revenues for Goldiggers were up $123,650, or 44%
from the Company's last fiscal quarter. Despite continuous
inclement weather and climatic conditions being considerably
worse than previous years, the decrease in gaming revenues from
the same quarter in 1996 was a modest 6%. Due to the
implementation of Management's cost-cutting measures direct
departmental costs improved 44% as a percentage of net gaming
revenues over last quarter for a gross dollar savings of $60,876.
Holding operating ratios to current levels and gross gaming
revenues increasing slightly over 1996 levels, Management
projects an operating profit of approximately $240,000 for the
summer season from July through October although additional
segments of inclement weather could negatively impact these
projections.
The South Dakota legislature and senate approved a measure for
implementation on July 1, 1997 which provides the South Dakota
Commission on Gaming the authority to approve derivative poker
and blackjack games. It is anticipated that popular games
including `Let It Ride' will be approved. Upon approval the
Company plans to add `Let It Ride' to Goldiggers. Implementation
is projected for the Fall of 1997. When added, this game
should prove to be a positive influence on Goldiggers revenues.
Wyatt, Missouri Riverboat Casino
The Company has received communication from the Army Corps of
Engineers concerning its application for a 404 docking permit.
Three separate engineering sections of the Corps stated concerns
about the Company's proposed
design for its riverboat casino and entertainment center as it
may interfere with the Mississippi River's flow at that juncture
and impact on the levee in that area. The Company's engineer is
in contact with the various sections of the Corps with proposed
changes to the projects specific site location within the 50
acres it controls. The Company anticipates that an accord can
be achieved within the next several months which would allow the
project to proceed. Additionally, Missouri statutes require the
land used for a river boat casino development to be located
within the city limits of that community. The land selected by
the Company is currently being annexed into the City of Wyatt.
This procedure is expected to be complete withing the next 90
days although unexpected circumstances may delay this procedure.
Once the Company has received its docking permit from the Army
Corps of Engineers and the annexation of the land has been
completed, Royal Casino Group plans to submit its application
for licensing to the Missouri Gaming Commission. Royal will be
submitting a complete package comprised of an exclusive 25-year
definitive agreement with the City of Wyatt, sufficient land to
adequately develop the Riverboat Casino Entertainment Center,
governmental and regulatory docking approval on its site,
preliminary drawings, an available, suitable riverboat together
with demonstrable financing capabilities. Licensing is solely
at the discretion of the Missouri Gaming Commission and there
can be no assurances that Royal will gain approval.
The Triple J Casino
On March 18, 1997 the Company entered into an Agreement in
Principle to acquire the Triple J Casino including 16 acres of
land located in Henderson, Nevada in a transaction valued at
$9.5 million.
The Triple J Casino is comprised of a 35,000 square foot
building, 320 slot machines, a restaurant, lounge and a sports
book. The building also includes a 15,000 square foot area
suitable for casino expansion and other revenue generating
entertainment opportunities. The casino has an unrestricted
gaming license and sits on 16 acres of land. Plans to build a
550 room hotel on the site have been approved by the City of
Henderson's zoning, planing and City Council.
Terms of the agreement provide for the current owners of the
Triple JCasino to receive $4.9 million in cash; be issued shares
of the Company's redeemable, non-dividend bearing, convertible,
preferred stock valued at $3 million; 200,000 restricted common
shares of the Company's common stock; a 48 month
non-convertible, redeemable $1.5 million debenture with
dividends defer- red for the first two years and 500,000
warrants, convertible on a one-for-one basis into the Company's
common stock, with an exercise price of $4. As a down payment
and in consideration of removing the property from the market,
the Company gave the following as a non-refundable deposit to
the current
owners of the Triple J: 200,000 shares of restricted common
shares, 100,000 shares of the aforementioned preferred stock
plus a warrant to acquire 50,000 shares of the Company's common
stock at the above mentioned terms and condi- tions.
Completion of the acquisition is subject to customary
conditions consistent with a transaction of this kind including
the issuance to Royal Casino Group of a license from the Nevada
Gaming Commission, financing and the execution of a definitive
agreement.
Management believes this acquisition when completed will have a
significant positive impact upon the assets and revenues of the
Company. From 1990 through 1994, the U.S. Census Bureau ranked
Henderson as the fastest growing large city in the nation. Its
current population of 140,000 is expected to double in the next
decade. Basically a suburb of Las Vegas, this area showed the
second largest increase of all Nevada gaming areas with gaming
revenues up 17.6% in 1996 according to figures released by
Nevada's Gaming Control Board.
Management further believes the requisite acquisition
financing will be raised in a timely fashion on terms and
conditions acceptable to the Company. However, there can be no
assurances that this financing can be raised, or if raised will
be sufficient for this purpose, or will be in a timely fashion,
or will be on terms and conditions acceptable to the Company.
A Board Meeting authorizing the appropriate amendment to the
Company's Articles of Incorporation to reflect the preferences,
rights and limitations of the preferred stock to be issued in
conjunction with the transaction was held with the amendment
being subsequently filed with the State of Utah.
Option To Purchase
On April 1, 1997 the Company optioned the 7 acres adjacent to
the Triple J Casino for $75,000. Terms of the agreement allow
the Company to acquire the property anytime within 18 months for
$1.5 million. The $75,000 is considered a deposit towards the
total purchase price and was paid by the Company through the
issuance of 105,634 restricted shares of the Company's common
stock. Upon completion of the purchase this will bring the
Company's land assemblage to 23 contiguous acres, one of the
largest parcels of casino-zoned land in the City of Henderson
holding a non-restricted gaming license. The Company's
architect is currently developing a master plan to maximize the
Company's usage of the land.
Application for a Nevada Gaming License
The ownership and operation of casino gaming activities in
Nevada are subject to the Nevada Gaming Control Act and the
regulations promulgated thereunder and to licensing and
regulatory control by the Nevada gaming authorities. The
Company must be found suitable and be granted all requisite
licenses under the terms of the Nevada Act to conduct a
non-restricted gaming operation in Nevada. In April, 1997 the
Company submitted its application
together with the applications of the Company's Officers and
Directors both of which are required to be licensed prior to
assuming control of the Triple J Casino. Although the Company
and its Officers and Directors were found suitable by the South
Dakota gaming regulators and were issued a gaming license by the
South Dakota Commission on Gaming, there can be no assurances
that the Company will receive its Nevada Gaming License or if it
does therecan be no assurances as to when it would be issued.
The Company will be responsible for all costs incurred by the
Nevada Gaming regulatory bodies pursuant to the background and
suitability findings during the licensing process.
Stock Issuances
On March 14, 1997 the Company instructed its transfer agent to
issue 24,000 common shares to Mahoney International in their
capacity as public relations consultant for their efforts in
assisting the Company with their efforts to develop charity
casinos in the Province of Ontario.
Consulting Fees
The Company expensed $27,500 in consulting fees in this period.
Equipment Rental, Overhead Reimbursement, Rent, Support Services
The Company increased the size of its corporate offices and
entered into a one year lease paying rent of $950 per month.
The lease expires in May, 1998.
Subsequent Events
On May 9, and on May 30, 1997 the Corporation instructed its
transfer agent to issue 750 and 300 common shares respectively
in the name of Arthur Lovett from the Company's active S-8
Registration # 33-34786. These shares were issued for
consulting services assisting the Company with its EDGAR
compliance filings
10 On May 9, 1997 the Corporation instructed its transfer agent
to issue 12,308 common shares in the name of Dalton & Mathias
from the Company's active S-8 Registration # 33-34786. These
shares were issued for consulting services associated with the
Company's financial preparations.
On May 30, 1997 the Corporation instructed its transfer agent
to issue: 2,500 common shares in the name of Dan French as a
portion of his consulting compensation for his efforts as the
Corporation's construction manager; and, 14,500 common shares in
the name of Global Broker Services for due diligence consulting
connected with advising the Company on financing its Henderson
gaming property. These issuances were from the Company's active
S-8 registration # 33-34786.
On June 6, 1997 the Corporation instructed its transfer agent to
issue 23,077 common shares in the name of Advisco Capital Corp.
for due diligence consulting connected with advising the Company
on financing its Henderson gaming property. These shares were
from the Company's active S-8 registration # 33-34786.
From May 28 to June 4 Jon Elliott sold 18,000 common shares at
an average price of $0.71. The appropriate forms required to be
filed with the Securities and Exchange Commission disclosing the
sales in May were filed in a timely fashion.
In an effort to collect on the Stephen Grogan judgment the
Company acquired in December, 1996, the Company retained counsel
who, on February 6, 1997, served a writ on Stephen Grogan to
seize a certificate for 111,250 shares of Royal Casino Group
common stock issued in Stephen Grogan's name. Stephen Grogan
informed the Sheriff that the certificate was being held by his
attorney. Thereupon, on February 10, 1997, Royal's counsel
sought a Court Order, which was granted on February 18, 1997,
ordering the stock transfer agent to cancel that certificate and
issue another certificate for the same number of shares in
Stephen Grogan's name. Further, the order directed the transfer
agent to forward the certificate to the Court. The transfer
agent complied with the court order. A Notice of Seizure dated
February 20, 1997 notifying StephenGrogan of the levy upon his
Royal Casino Group stock was subsequently served on Stephen
Grogan. A Motion Authorizing Sheriff's Sale of the Securities
was filed with the Court on March 11, 1997, and subsequently
took place on May 14, 1997. At the auction the Company, as a
result of making the highest bid which at $9,642.71 was the
amount of the judgement, garnered the 111,250 common shares.
The cost to the Company was $1,500 to acquire the judgement plus
customary legal fees. Additionally, in May, 1997 the Company
acquired an additional outstanding default judgement against
Stephen Grogan with principal and interest totaling in excess of
$26,000. The Company placed this judgement at the auction
behind the first judgement. Stephen Grogan payed $9,500 to the
Court in an attempt to halt the auction. Stephen Grogan's motion
failed with the result that Mr. Grogan lost all 111,250 shares;
had a garnishee leveed against him seizing the $9,500 he placed
with the Court, plus the Company still has an outstanding
judgement against Stephen Grogan of approximately $16,000. Also
in May, 1997 the Company acquired a third outstanding default
judgement against Stephen Grogan with principal and interest
totaling in excess of $5,600. The Company is attempting to
enforce its judgements. The Company's attorney has been
contacted by Stephen Grogan's attorney proposing that the
parties reach a settlement of the filed law suits and other
legal actions. Although the Company would be receptive to a
settlement on terms acceptable to the Company, the Company is
prepared for and is planning on two jury trials to resolve the
outstanding issues. The Company is very confident of its
position in these matters.
At Deadwood's annual City-Wide Poker Tournament held in April,
1997 a 20 year-old man was found to have gambled at one Deadwood
casino, began play in the poker tournament at a second Deadwood
casino and participated in the tournament finals at Goldiggers.
This was a non-profit tournament, staffed by volunteers, in
which Goldiggers acted as the host venue for this years event.
When Goldiggers management discovered the man was under 21 years
of age they notified the South Dakota Commission on Gaming.
Subsequent to an investigation the gaming commission
imposed $5,000 fines on all three gaming establishments. Because
the commission determined the man registered for the tournament
at Goldiggers, they failed to suspend Goldiggers fine while
suspending a portion of the fines for the other casinos.
In May, 1997 a current stockholder of the Company invested an
additional $25,000 to acquire restricted common shares of the
Company to be priced on July 31, 1997.
The Company is in the early stages of actively investigating and
evaluating specific casino opportunities in certain markets
which fit the Company's goal to acquire and manage casinos in
small to mid-sized markets.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
NONE
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None.
Exhibits others than those listed have been omitted because
they are non-existent, inapplicable or because the information
is given in the financial statements of the Company.
b. Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, theRegistrant has duly caused this report to be signed by
the undersigned thereunto duly authorized.
ROYAL CASINO
GROUP INC.
(Registrant)
By: /s/ Jon F.
Elliott
Jon F. Elliott,
President
and Chief Executive
Officer
Date: June 13, 1997
By: /s/ Larry C.
Close
Larry C. Close
Director, Vice
President
[ARTICLE] 5
[LEGEND]
This schedule contains interim summary financial information extracted from the
Consolidated Balance Sheets and Statement of Operations of royal Casion Group
for the quarter ended April 30, 1997, which statements have been compiled by
management.
[LEGEND]
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] JUL-31-1996
[PERIOD-END] APR-30-1997
[CASH] 103,057
[SECURITIES] 31,875
[RECEIVABLES] 7,935
[ALLOWANCES] 0
[INVENTORY] 32,932
[CURRENT-ASSETS] 230,637
[PP&E] 2,576,797
[DEPRECIATION] 220,841
[TOTAL-ASSETS] 3,119,087
[CURRENT-LIABILITIES] 325,987
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 2,740,000
[COMMON] 2,976,728
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 3,119,087
[SALES] 437,179
[TOTAL-REVENUES] 404,987
[CGS] 191,511
[TOTAL-COSTS] 644,081
[OTHER-EXPENSES] 35,381
[LOSS-PROVISION] 6,250
[INTEREST-EXPENSE] 515
[INCOME-PRETAX] (281,240)
[INCOME-TAX] 0
[INCOME-CONTINUING] (281,240)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (281,240)
[EPS-PRIMARY] (.058)
[EPS-DILUTED] (.058)
</TABLE>
