SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended October 31, 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
(Registrants telephone number) (Registrants 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 October 31, 1997 5,353115 shares of registrants $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 October 31, 1997 3
Statement of Operations
as of October 31, 1997 4
Statement of Cash Flows
as of October 31, 1997 5
Notes to Financial Statements 6
Item 2 Managements Discussion and Analysis of
Financial Condition and Results of Operations
7
PART ll OTHER INFORMATION
Item 2. Change in Securities
13
Item 6. Exhibits and Reports on Form 8-k
13
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
October 31, 1997
ASSETS October 31,1997
July 31,1997
Current Assets
Cash and cash equivalents $ 22,905
77,609
Accounts Receivable 16,799
5,135
Accrued Revenues 278
Inventories 25,183
32,927
Prepaid expenses 154,625
347,998
Other receivables 65,000
Total Current Assets $ 284,790
$463,669
Fixed Assets
Property and equipment $2,202,517
$2,277,685
Other Assets 133,428
114,116
TOTAL ASSETS $ 2,620,735 $
2,855,470
LIABILITIES & EQUITY
Current Liabilities
Notes payable $ 274,360 $
324,296
Accounts Payable 330,243
370,954
Accrued liabilities 315,187
236,908
Other 1,900
TOTAL CURRENT LIABILITIES $ 921,690
932,158
Long Term Liabilities
Capital Leases $ 44,676
44,674
TOTAL LIABILITIES $ 966,366
976,832
Equity
Preferred Stock, 100,000,000
authorized; 1,100,000 Series A
convertible shares issued and
outstanding at October 31, 1997 $ 1,100
1,100
Common Stock, $0.001 par, 150,000,000
shares authorized; 5,353,115 issued
and outstanding $ 86,981
5,164
Additional Paid in Capital 5,573,089
5,573,089
Accumulated deficit (4,006,801)
(3,700,715)
TOTAL EQUITY 1,654,369
1,878,638
TOTAL LIABILITIES & EQUITY $ 2,620,735
$2,855,470
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
October 31, 1997
October 31, 1997 October
31,1996
REVENUES
Casino 308,606 419,734
Food & Beverage 114,929
186,063
Room 46,333
64,495
Other 68,789
45,647
538,657
715,939
Less Promotional Allowances ( 47,760) (
30,784)
NET REVENUES 490,897
685,155
COSTS & EXPENSES
Casino 186,449
513,371
Food & Beverage 112,409
166,652
Rooms 10,156
8,983
General & Administrative 416,859 289,855
Depreciation/Amortization 68,130
66,651
794,003
1,045,512
LOSS FROM OPERATIONS (303,106) (
360,357)
OTHER (INCOME) EXPENSE
Interest Expense 8,071
1,565
Unrealized Gain(Loss) 0
0
Realized Gain ( 7,313)
0
Other Income ( 2,768) (
9,749)
Loss on Abandoned Project 5,409
0
Interest Income ( 419) (
4,442)
( 2,980) (
12,626)
LOSS BEFORE INCOME TAXES ( 306,086) (
347,731)
INCOME TAX PROVISION
NET LOSS ( 306,086) (
347,731)
NET LOSS PER SHARE $.06
$.08
WEIGHTED AVERAGE COMMON
STOCK O/S (PRIMARY) 5,258,440
4,402,625
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
QUARTER ENDED October 31, 1997
October 31,1997 October
31,1996
Cash flows from operating activities:
Net profit <loss> $ (306,086) $
(347,731)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation/Amortization 75,807
66,651
Stock issued for Services 81,817
124,000
Unrealized gain on Marketable Securities (
8,700)
(Increase)Decrease in:
Accounts Receivable (11,664)
7,922
Prepaid Expenses 128,095 (
12,926)
Inventories 7,744
Other Assets (19,312)
3,586
Increase(Decrease) in:
Accounts Payable (40,709)
(130,866)
Accrued Liabilities 142,691 (
86,539)
---------------
- ----------
Net Cash Provided (used)
by operating activities: 58,383
(384,603)
Cash Flows from Investing Activities:
Acquisitions of Property and Equipment ( 639) (
35,260)
---------------
- -----------
Net Cash Used in
Investing Activities ( 639) (
35,260)
Cash Flows from Financing Activities:
Payments on notes payable (112,448)
(178,632)
---------------
- -----------
Net Cash used in
Financing Activities (112,448)
(178,632)
Net Increase(Decrease) in Cash
and Cash Equivalents ( 54,704)
(598,495)
Cash and Cash Equivalents:
Beginning Period $ 77,609
1,014,701
--------------
- ------------
End of Period $ 22,905
416,206
ROYAL CASINO GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED October 31, 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 Companys current source of
revenues, specifically that Goldiggers is located in a summer
tourist area, operating results for the three months ended
October 31, 1997 are not necessarily indicative of the results
that may be expected for the year ended July 31, 1998. The
significant accounting policies and certain financial
information which are normally 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 Companys audited financial statements for
the year ended July 31, 1997 and the notes thereto, included in
the Companys annual report on Form 10-K.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
General Financial Condition
Comparing year over year first quarter results, the
Company improved its earnings per share 25% to ($0.06) from
($0.08), despite the significant decrease in revenues of 28%.
The Company attributes its improved results to its overall
implementation of cost cutting efficiencies.
The Company is still experiencing residual financial
difficulties as a result of the unanticipated need to inject a
considerable portion of its cash resources into the Companys
wholly-owned subsidiary which operates Goldiggers casino in
Deadwood, South Dakota. This was necessary to sustain operations
due to the severest winter in 107 years which adversely impacted
the property revenues. The winter also had severe consequences
on the areas ranchers, not only the States largest industry, but
one of the market areas primary sources of customers. The winter
was followed by severe spring flooding in eastern South and
North Dakota plus western Minnesota which are historically
strong sources of summer tourism in the Black Hills where
Goldiggers is located. Coupled with a reduction in the States
tourism advertising budget, the results produced a poor tourist
season which continued to negatively impact Goldiggers revenues.
Furthermore, the local market is primarily employed in the
areas gold mines and with the price of gold at an 18 year low,
residents are bracing for possible cutback and closures and as a
result are not frequenting the Deadwood market. The Company is
actively seeking alternate sources of funding to sustain
operations. The Company believes that funding on acceptable
terms to the Company is available although there can be no
assurances that the financing currently being contemplated by
the Company will come to fruition. Further, there can be no
assurances that the Company will continue to operate Goldiggers.
The Company is reviewing its alternatives which many include
closing the property and/or filing for Bankruptcy protection for
the subsidiary in an attempt to insure an orderly liquidation of
its assets. The Company believes that should this occur, the
proceeds from the sale of the propertys assets will be
sufficient to satisfy all of Goldiggers outstanding creditors.
As Goldiggers has been a drain on the Companys cash resources,
the closure of the property may produce positive long term
results for the Company as it pursues other gaming
opportunities.
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. There can be no assurances that such
funding will be available, or if available, on terms and
conditions and within the time frames acceptable to the Company.
Results of Operations:
Goldiggers
For the first time since Goldiggers opened six years ago, the
property showed a positive cash flow for the two months of
August and September, the first two months of the Companys
current fiscal year.
This was accomplished despite an overall decrease of 21% in
revenues due to the poorer than usual summer tourist season thus
validating the new cost-cutting measures and procedures
implemented by the Company.
As a year over year quarterly comparison, net revenues, net of
promotional allowances, decreased $194,000, a 28% decrease over
last years first fiscal quarter. However, direct operating
department costs improved $302,000, a 44% improvement over the
same quarter last year, resulting in a 24% or $73,000
improvement in the loss column.
Planned Riverboat Casino in Southeast Missouri
The Company is awaiting the consent from the Army Corps of
Engineers to dock its planned riverboat casino on land that the
Company controls on the Mississippi River near the confluence of
the Ohio River in Southeastern Missouri near the twin cities of
Wyatt and Wilson City. The Company originally applied to the
Corps in April, 1996. In addition the City of Wyatt has not
completed the annexation of the land controlled by the Company
into the City limits.
The Company has had discussions with the Missouri Gaming
Commission and notified them that Royal Casino Group will apply
for its gaming license once it has received approval from the
Army Corps of Engineers and the land controlled by the Company
has been annexed into the City, a requisite under the Missouri
gaming statutes.
Royal will be submitting a complete package comprised of an
exclusive 25-year definitive agreement with the host city;
sufficient land to adequately develop the Riverboat Casino
Entertainment Center; governmental and regulatory docking
approval on its site; preliminary architectural 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. [See: Subsequent Events]
Discontinued Aruba Casino Project
In August, 1997 the Company commenced negotiations to acquire
the Aruban corporation that operates the Palm Casino in the
Aruba Palm Beach Hotel on the Caribbean resort island of Aruba.
The Companys interest in this property was fueled by the
seasonality of Goldiggers revenues - higher in the summer
tourist season in the Black Hills and substantially lower in the
winter - and the knowledge that Aruba posed the opposite revenue
stream thus presenting the Company with the potential for an
even, constant flow of revenues. Although the Company was
comfortable with the terms and conditions of the acquisition,
the Company was unable to raise the necessary funds to acquire
and operate the casino prior to the need by the propertys
operator to enter into an agreement with another gaming company.
The Company will take a non-recurring loss of $5,409 related to
the abandonment of this project.
Additional Gaming and Related Opportunities
The Company is currently evaluating several potential gaming
opportunities and will make appropriate announcements at the
time the efforts prove fruitful.
The Company is in the early stages of actively investigating
and evaluating specific casino opportunities in certain markets
which fit the Companys goal to acquire and manage casinos in
small to mid-sized markets.
The Company is evaluating the creation of a hospitality
division that would provide management services to existing
hospitality venues throughout the country. The Company believes
that there is currently a convergence of the hospitality and
gaming industries due to the compatibility of the businesses.
Gaming, being a highly regulated industry, requires considerable
time for Companys and their Officers and Directors to be found
suitable and licensed while the hospitality industry requires no
such licensing making the opportunity to grow faster appealing
to the Company. Revenues garnered from this undertaking would
support the Companys ongoing cash requirements from the time of
planning, acquisition and/or the development of casino
opportunities through to the time those casinos begin to produce
revenues. The Company believes that skilled, experienced,
hospitality management will be required rather than capital to
enter this arena.
Dismissal of Auditors
At a Board of Directors meeting on August 8, 1997 the Board
dismissed Arthur Andersen LLP as the Companys auditors. A Form
8-K stating that event was filed on August 12, 1997, a copy of
which is included as an exhibit to this report.
Appointment of Auditors
At a Board of Directors meeting on October 20, 1997 the Board
selected Singer, Lewak, Greenbaum & Goldstein LLP, a regional
accounting firm based in Los Angeles, California, as its
auditors. A Form 8-K stating this event and that there were no
disagreements with the previous auditors was filed on October
24, 1997 a copy of which is included as an exhibit to this
report.
Employment Agreements
The Companys two executive officers voluntarily offered to
restructure their employment agreements. Jon Elliott, the
Companys President & CEO reduced the relocation fee from $15,000
down to $5,000, eliminated all bonuses due on the Companys net
profit and reduced his gross revenues bonus allocation by one
percent across the board. Larry Close, the Companys Vice
President, reduced the relocation fee from $10,000 down to
$5,000, eliminated all bonuses due on the Companys gross
revenues and reduced his bonus allocation to two percent of net
profits in excess of $1 million.
S-8 Registration
An S-8 registration statement was filed on July 30, 1997. On
August 5, 1997 Royal Casino Group received its registration
number from the Securities & Exchange Commission making the
registration statement effective as of that date. The
Registration Number 333-32415 is for employees and consultants
and is for 500,000 common shares with the proposed maximum
offering price of $0.60 per share resulting in a proposed
maximum aggregate offering price of $300,000. On August 11,
1997 the Company instructed its transfer agent to issue from
this registration: 10,938 common shares to Gaming Venture Corp.,
USA, a public relations consultant to the company, as the
balance of compensation due for its fees for the months of
August through December, 1997; 17,000 common shares to
Mainstream Consultants, a financial public relations firm who
had performed consulting services on behalf of the Corporation;
44,845 shares to Dalton & Mathias for services performed as the
Companys outside accounting firm; 25,000 common shares to Debra
Berg, Goldiggers General Manager as a bonus; 26,470 common
shares to David Addison, one of the Companys Colorado attorneys
as compensation; and 50,000 common shares to McGinn, Smith &
Co., Inc. as a retainer/engagement fee per the July 18, 1997
investment banking agreement.
Also on August 11, 1997 the Company instructed its transfer
agent to issue from its active S-8 Registration #33-34786 dated
July, 30, 1997: 6,000 common shares to Ron Island for his
consulting concerning the Deadwood market in July, 1997.
Legal Matters
On October 10, 1997 the Company entered into an Amendment to
the Settlement Agreement previously entered into on July 30,
1997 with Stephen Grogan calling for different payment terms.
On October 29, 1997 the Company filed suit against Stephen
Grogan in Lawrence County, South Dakota alleging a breech of the
Settlement Agreement and seeking a declaratory judgment for the
remaining portion of the settlement. [See: Subsequent Events]
South Dakota Commission on Gaming
On September 17, 1997 the South Dakota Commission on Gaming
filed a complaint against Royal Casino Group alleging a
violation of the minimum bankroll requirements in Goldiggers.
The complaint stated that Goldiggers had $61,000 cash on hand
when the regulations called for $63,000. In correspondence to
the Commission from the Companys attorney and further in a
meeting between the Companys attorney and the Companys President
with the Executive Secretary, the Director of Enforcement and
the Senior Auditor of the South Dakota Commission on Gaming, it
was pointed out that the individual conducting the audit was a
new agent who inadvertently must have overlooked certain moneys
on hand bringing the total to over $78,000, 25% more than the
required minimum. The Executive Secretary promptly dismissed
the complaint on October 2, 1997
Repayment of Outstanding Debt
From September 16, 1997 through October 9, 1997 the Company
sold its shares of Gaming Venture USA, Inc. in open market
transactions resulting in proceeds of $ 38,004.11 and a profit
of $8,004.11. The proceeds were used to repay the $30,000
loaned to Royal Casino Group in July, 1997 by Gaming Venture
Corp. USA.
The $30,000 loan due September 8, 1997 was extended by the
individual lender to November 8, 1998 and remains outstanding.
The Company is negotiating the sale of that portion of the
Deadwood Stage that provides mine shuttle services and surface
tours for the Homestake Gold mine in Lead. The purpose of the
sale is that this portion of the business is unrelated to the
core business of the Company, which is gaming, and to provide
funding to the Company. The Company will retain the majority of
the vehicles in its transportation system which brings customers
to the casino.
Equipment Rental, Overhead Reimbursement, Rent, Support Services
The Company leases space for its corporate offices paying rent
of $950 per month. The lease expires in May, 1998.
Additionally, the Companys wholly-owned subsidiary,
Atlantic-Pacific, Corp. leases the three buildings on Main
Street that house Goldiggers on a five year lease with four five
year options. The Company is not current with the terms of its
Goldiggers lease.
Subsequent Events
Planned Southeast Missouri Riverboat Casino
In response to the Companys application in April, 1996, on
November 14, 1997 the Company received correspondence from the
Army Corps of Engineers stating the Companys chosen location for
its planned riverboat casino was satisfactory and that the Corps
has no objection to the site and that the site does not require
a regulatory permit to be issued. The site was on the 35 acres
on the land side of the levee that the Company controls.
However, on November 25, 1997 the Supreme Court for the State
of Missouri issued a 7-0 opinion to the effect that locations
such as the one proposed by the Company are not permitted under
sections of the Missouri Constitution. After consulting with
the Companys engineer and attorney to determine its options, the
Company has undertaken to re-apply to the Corps with a site on
the 15 acre portion of land that is controlled by the Company
which is on the river side of the levee. As contemplated, if
acceptable to the Corps, the site will conform to all
requirements of the Missouri Constitution as opined by the
Supreme Court. Due to the awareness of members of the Corps as
to the Companys site dynamics it is not anticipated by the
Company that the re-application process will take the same
amount of time to determine suitability as the initial
application.
Legal Matters
In response to the Companys suit against Stephen Grogan for
breaching the terms of the Settlement Agreement, Stephen Grogan
has chosen to file a counterclaim and third party complaint
against the Company and its President, Jon Elliott, alleging
that it was the Company, not Stephen Grogan, who breached the
Agreement and seeking a determination of duties to be performed
by both sides under the agreement. The Company believes the
counterclaim is without merit and will be so proven.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
NONE
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None.
Exhibits other 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
1. Form 8-K filed August 12, 1997 dismissing Arthur Andersen
LLP as the Companys auditors
2. Form 8-K filed October 24, 1997 appointing Singer,
Lewak, Greenbaum and Goldstein as the Companys auditors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant 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: December 9,1997
By: /s/ Larry C.
Close
Larry C. Close
Director, Vice
President
