SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 29, 1997
UNITED LEISURE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-6106 13-2652243
(Commission File Number) (I.R.S. Employer Identification Number)
18081 Magnolia Avenue, Fountain Valley, California 92708
(Address of principal executive offices) (Zip Code)
(714) 837-1200
(Registrant's Telephone Number, Including Area Code)
None
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition of Assets.
This amendment is being filed in order to include required financial
information.
United Leisure Corporation (the "Company") holds a 50% membership interest in
United Hotel & Casino, LLC, a Delaware limited liability company (the "LLC")
which will be accounted for under the equity method. On July 29, 1997, the LLC
acquired, in fee simple, approximately 8.5 acres of partially developed land on
the Las Vegas Strip in Las Vegas, Nevada (the "Property"). The Property which is
commonly known as Las Vegas Plaza Shopping Center was acquired from Silver City
Holdings, Inc.(the "Seller"). The Seller is unaffiliated with the LLC and the
Company and the transaction was negotiated at arm's length. In negotiating the
purchase price, LLC considered, among other factors, the Property's historical
and anticipated cash flows, the nature and terms of the leases, the physical
condition of the property, expansion possibilities, and market conditions.
Item 7. Financial Statements and Exhibits.
a - Financial Statement:
Independent Auditors' Report.
LasVegas Plaza Shopping Center, Historical Summary of Revenues
and Direct Operating Expenses for the Year Ended December 31,
1996.
b - Pro Forma Information:
United Leisure Corporation, Pro Forma Condensed Consolidated
Balance Sheet, June 30, 1997 (unaudited).
United Leisure Corporation, Pro Forma Condensed Consolidated
Statement of Operations, Year Ended December 31, 1996, and the
Six Months Ended June 30, 1997 (unaudited).
United Hotel & Casino, LLC, Pro Forma Condensed Balance
Sheet,June 30, 1997 (unaudited).
United Hotel & Casino, LLC, Pro Forma Condensed Statement of
Operations, Year Ended December 31, 1996 (unaudited).
United Hotel & Casino, LLC, Pro Forma Condensed
Statement of Operations, Six Months Ended June 30, 1997
(unaudited).
United Hotel & Casino, LLC, Statement of Estimated Taxable Operating
Results of Las Vegas Plaza Shopping Center and Estimated Cash to be Made
Available by Operations of Las Vegas Plaza Shopping Center for a Twelve
Month Period Ended June 30, 1997 (unaudited).
c. - Exhibits.
Exhibit No. Description
10.1* Operating Agreement for United Hotel & Casino, LLC, a Delaware
limited liability company, dated as of January 22, 1997
(Incorporated by reference from Exhibit 10.38 for the
Company's Annual Report on Form 10-KSB for its fiscal year
ended December 31, 1996)
10.2* Secured Convertible Promissory Note dated July 29, 1997 for
$1,900,000 made by the Company and Harry and Nita
Shuster to Westminster Capital, Inc.
10.3* Security Agreement dated July 29, 1997 by and between the
Company and Westminster Capital, Inc.
10.4* Secured Promissory Note dated July 28, 1997 in the principal
amount of $900,000 made by the Company to Harvey Bibicoff
10.5* Pledge Agreement dated July 28, 1997 by and between the
Company and Harvey Bibicoff
10.6* Pledge Agreement dated July 29, 1997 by and between the
Company and Westminster Capital, Inc.
- ------------------
* previously filed.
<PAGE>
Las Vegas Plaza Shopping Center
Historical Summary of Revenues and Direct
Operating Expenses for
the Year Ended December 31, 1996, and
Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
Members
United Hotel & Casino, LLC
We have audited the accompanying historical summary of revenues and direct
operating expenses of Las Vegas Plaza Shopping Center (the "Historical Summary")
for the year ended December 31, 1996. This Historical Summary is the
responsibility of Las Vegas Plaza Shopping Center's management. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards.Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Historical Summary is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Historical Summary. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the Historical
Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in a Form 8-K of United Leisure Corporation) as described in Note 1 to
the Historical Summary and is not intended to be a complete presentation of Las
Vegas Plaza Shopping Center's revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material
respects, the revenues and direct operating expenses described in Note 1 to the
Historical Summary of Las Vegas Plaza Shopping Center for the year ended
December 31, 1996 in conformity with generally accepted accounting principles.
Hollander, Gilbert & Co.
Los Angeles, California
October 1, 1997
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS PLAZA SHOPPING CENTER
HISTORICAL SUMMARY OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<S> <C>
REVENUES:
Minimum rents $ 2,493,342
Percentage rents 1,147
Recoveries from tenants 407,356
Other 16,153
-----------
2,917,998
DIRECT OPERATING EXPENSES 560,499
-----------
EXCESS OF REVENUES OVER DIRECT
OPERATING EXPENSES $ 2,357,499
============
</TABLE>
See notes to historical summary.
<PAGE>
LAS VEGAS PLAZA SHOPPING CENTER
NOTES TO HISTORICAL SUMMARY OF REVENUES AND DIRECT OPERATING
EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - Las Vegas Plaza Shopping Center is a shopping center located in Las
Vegas, Nevada, which was owned by Silver City Holdings, Inc. The shopping center
space is leased to retail tenants and The Silver City Casino under operating
leases. Leases typically provide for guaranteed minimum rent, percentage rent,
and other charges to cover direct operating expenses.
Basis of presentation - The accompanying historical summary of revenues and
direct operating expenses has been prepared for the purpose of complying with
the rules and regulations of the Securities and Exchange Commission for
inclusion in a report on Form 8-K of United Leisure Corporation. The
accompanying historical summary is not representative of the actual operations
of the shopping center for the period presented since material expenses which
may not be comparable to the proposed future operation of Las Vegas Plaza
Shopping Center by United Hotel & Casino, LLC have been excluded. Expenses
excluded consist of interest, depreciation and amortization and income taxes.
Revenue recognition - Minimum rents are recognized on an accrual basis as
earned, which does not materially differ from a straight-line method. Percentage
rents are recognized on an accrual basis as earned. Expense recoveries, which
include an administrative fee, are recognized as revenue in the period
applicable costs are chargeable to tenants.
<PAGE>
<TABLE>
<CAPTION>
UNITED LEISURE CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(unaudited)
(in thousands)
<S> <C> <C> <C>
Historical Adjustment(A) Pro Forma
---------- -------------- ----------
CURRENT ASSETS
Cash and cash equivalents $ 1,660 $ (875) $ 785
Receivables 28 28
Inventory 24 24
Prepaid expenses 217 217
---------- ------------ ----------
TOTAL CURRENT ASSETS 1,929 (875) 1,054
PROPERTY AND EQUIPMENT, NET 6,307 6,307
OTHER ASSETS
Investment in United Hotel & Casino 3,800 3,800
Due from related parties 501 501
Loan receivable-Grand Havana 775 775
Investment in Grand Havana 890 890
Investment in HEP II 1,121 1,121
Restricted cash 884 884
Intangible assets, net 23 23
Deposits 183 (125) 58
---------- ----------- ----------
TOTAL OTHER ASSETS 4,377 3,675 8,052
---------- ----------- ----------
$ 12,613 $ 2,800 $ 15,413
========== =========== ==========
CURRENT LIABILITIES
Notes payable $ $ 2,800 $ 2,800
Accounts payable
accrued expenses 1,049 1,049
Deferred revenues 608 608
Deposits and other 104 104
---------- ----------- ----------
TOTAL CURRENT LIABILITIES 1,761 2,800 4,561
LONG-TERM DEBT 842 842
---------- ----------- ----------
TOTAL LIABILITIES 2,603 2,800 5,403
---------- ----------- ----------
STOCKHOLDERS' EQUITY
Common stock 124 124
Unrealized loss on investment (154) (154)
Capital in excess of par value 24,326 24,326
Accumulated deficit (14,286) (14,286)
---------- ----------- ----------
TOTAL STOCKHOLDERS' EQUITY 10,010 10,010
---------- ----------- ----------
$ 12,613 $ 2,800 $ 15,413
========== =========== ==========
</TABLE>
(A) Represents United Leisure Corporation's acquisition of 50% membership
interest in United Hotel & Casino, LLC.
<PAGE>
UNITED LEISURE CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 1996 and the Six Months
Ended June 30, 1997
(unaudited)
(in thousands, except share data)
This unaudited Pro Forma Condensed Consolidated Statement of Operations is
presented as if United Hotel & Casino, LLC's acquisition of the Las Vegas Plaza
Shopping Center had occurred as of January 1, 1996.In management's opinion, all
adjustments necessary to reflect the effects of this transaction have been made.
This unaudited Pro Forma Condensed Consolidated Statement of Operations is not
necessarily indicative of what actual results of operations would have been had
this transaction occurred on January 1, 1996, nor does it purport to represent
the results of operations for future periods.
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, 1996 June 30, 1997
------------------------------------ ------------------------------------
Historical Adjustment(A) Pro Forma Historical Adjustment(B) Pro Forma
---------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 4,495 $ $ 4,495 $ 626 $ $ 626
Operating expenses 6,055 6,055 1,369 1,369
------- ---------- --------- --------- ---------- ---------
Loss before other income
(expense) (1,560) (1,560) (743) (743)
Other income (expense):
Interest income 382 382 74 74
Interest expense (91) (375) (466) (21) (188) (209)
Legal costs (331) (331) (451) (451)
Reversal of provision for
disputed contingent claim 1,129 1,129
Other 68 68 66 66
Equity in earnings of
United Hotel & Casino 321 321 112 112
------- -------- ---------- --------- -------- --------
1,157 (54) 1,103 (332) (76) (408)
------- -------- ---------- --------- --------- --------
Net loss $ (403) $ (54) $ (457) $ (1,075) $ (76) $ (1,151)
======= ========= ========= ========= ========= =========
Net loss per common share $ (.03) $ (.04) $ (.09) $ (.09)
======= ======== ========= =========
Weighted average number
of common shares
outstanding 12,368,849 12,368,849 12,368,849 12,368,849
========== ========== ========== ==========
</TABLE>
(A) Equity in earnings of United Hotel & Casino was derived from the Pro Forma
Condensed Statement of Operations of United Hotel & Casino, LLC for the year
ended December 31, 1996. Interest expense was based on the following: principal
of $1,900,000 at 15% (loan from Westminster) and $900,000 at 10% (loan from H.
Bibocoff).
(B) Equity in earnings of United Hotel & Casino was derived from the Pro Forma
Condensed Statement of Operations of United Hotel & Casino, LLC for the six
months ended June 30, 1997. Interest expense was based on the following:
principal of $1,900,000 at 15% (loan from Westminster) and $900,000 at 10% (loan
from H. Bibocoff) computed for six months.
<PAGE>
UNITED HOTEL & CASINO, LLC
PRO FORMA CONDENSED BALANCE SHEET
June 30, 1997
(unaudited)
(in thousands)
This unaudited Pro Forma Condensed Balance Sheet is presented as if United
Hotel & Casino, LLC's acquisition of the Las Vegas Plaza Shopping Center had
occurred on June 30, 1997. In management's opinion, all adjustments necessary to
reflect the effect of this transaction have been made. This unaudited Pro Forma
Condensed Balance Sheet is not necessarily indicative of what the actual
financial position would have been at June 30, 1997, nor does it purport to
represent the future financial position of United Hotel & Casino, LLC.
<TABLE>
<CAPTION>
Adjustments
For Pro
Historical Acquisition(A) Forma
---------- -------------- ----------
<S> <C> <C> <C>
Assets:
Land $ - $ 23,422 $ 23,422
---------- --------- ----------
$ - $ 23,422 $ 23,422
========== ========= ==========
Liabilities:
Cash overdraft $ $ 13 $ 13
Note payable, secured by
first deed of trust - 16,358 16,358
Note payable - 1,250 1,250
Accounts payable and
other liabilities - 211 211
---------- --------- ----------
$ - $ 17,832 $ 17,832
Members' Equity - 5,590 5,590
---------- --------- ----------
$ - $ 23,422 $ 23,422
========== ========= ==========
Allocation of Member's Equity:
United Leisure Corporation $ - $ 3,800
Other Members - 1,790
---------- ----------
$ - $ 5,590
========== ==========
</TABLE>
(A) On July 29, 1997, United Hotel & Casino, LLC (the "LLC") acquired the Las
Vegas Plaza Shopping Center for approximately $23,400,000 (including commission
of $200,000) which was paid by a cash payment of $5,600,000, one-year note being
carried by the seller of the property in the amount of $1,250,000 (bears
interest at 9.74%) and assumption of a first deed of trust in the amount of
$16,360,000 (bears interest at 9.74%).
<PAGE>
UNITED HOTEL & CASINO, LLC
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Year Ended December 31, 1996
(unaudited)
(in thousands)
This unaudited Pro Forma Condensed Statement of Operations is presented as if
United Hotel & Casino, LLC's acquisition of the Las Vegas Plaza Shopping Center
had occurred on January 1, 1996. In management's opinion, all adjustments
necessary to reflect the effect of this transaction have been made. This
unaudited Pro Forma Condensed Statement of Operations is not necessarily
indicative of what actual results of operations would have been had these
transactions been completed as of January 1, 1996, nor does it purport to
represent the results of operations for future periods.
<TABLE>
<CAPTION>
Historical Adjustment Pro Forma
----------- ------------- -----------
<S> <C> <C> <C>
REVENUES:
Minimum rents $ 2,493 $ $ 2,493
Percentage rents 1 1
Recoveries from tenants 407 407
Other 16 26
----------- ------------- ------------
2,917 2,917
----------- ------------- ------------
EXPENSES:
Operating expenses 560 560
Interest 1,715 1,715
----------- ------------- ------------
560 1,715 2,275
----------- ------------- ------------
EXCESS OF REVENUES OVER
EXPENSES $ 2,357 $ 1,715 $ 642
=========== ============= ============
ALLOCATION OF EXCESS OF
REVENUES OVER EXPENSES:
United Leisure Corporation $ 321
Other members 321
------------
$ 642
============
</TABLE>
See the accompanying Notes and Significant Assumptions
<PAGE>
UNITED HOTEL & CASINO, LLC
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Six Months Ended June 30, 1997
(unaudited)
(in thousands)
This unaudited Pro Forma Condensed Statement of Operations is presented as if
United Hotel & Casino, LLC's acquisition of the Las Vegas Plaza Shopping Center
had occurred on January 1, 1996. In management's opinion, all adjustments
necessary to reflect the effect of this transaction have been made. This
unaudited Pro Forma Condensed Statement of Operations is not necessarily
indicative of what actual results of operations would have been had these
transactions been completed as of January 1, 1996, nor does it purport to
represent the results of operations for future periods.
<TABLE>
<CAPTION>
Historical Adjustment Pro Forma
----------- ------------- -----------
<S> <C> <C> <C>
REVENUES:
Minimum rents $ 1,204 $ $ 1,204
Percentage rents - -
Recoveries from tenants 153 153
Other 1 1
----------- ------------- ------------
1,358 1,358
----------- ------------- ------------
EXPENSES:
Operating expenses 276 276
Interest 858 858
----------- ------------- ------------
276 858 1,134
----------- ------------- ------------
EXCESS OF REVENUES OVER
EXPENSES $ 1,082 $ 858 $ 224
=========== ============= ============
ALLOCATION OF EXCESS OF
REVENUES OVER EXPENSES:
United Leisure Corporation $ 112
Other members 112
------------
$ 224
============
</TABLE>
See the accompanying Notes and Significant Assumptions
<PAGE>
UNITED HOTEL & CASINO, LLC
NOTES AND SIGNIFICANT ASSUMPTIONS
Year Ended December 31, 1996 and Six Months Ended June 30, 1997
(A) Acquisition of Las Vegas Plaza Shopping Center
- --------------------------------------------------
On July 29, 1997, United Hotel & Casino, LLC (the "LLC") acquired the Las Vegas
Plaza Shopping Center for approximately $23,400,000 (including commission of
$200,000) which was paid by a cash payment of $5,600,000, one-year note being
carried by the seller of the property in the amount of $1,250,000 (bears
interest at 9.74%) and assumption of a first deed of trust in the amount of
$16,360,000 (bears interest at 9.74%). The purchase price and other acquisition
costs are allocated 100% to land. The LLC intends to further develop the
property upon expiration of the last lease on the property by razing the
existing structure and as such all costs are capitalized to land. Pro forma
revenues and expenses, other than interest, are based on unaudited information
provided by the seller of the property.
<PAGE>
UNITED HOTEL & CASINO, LLC
STATEMENT OF ESTIMATED TAXABLE OPERATING
RESULTS AND ESTIMATED CASH TO BE MADE AVAILABLE BY
OPERATIONS OF LAS VEGAS PLAZA SHOPPING CENTER
For a twelve-month period ended June 30, 1997
(unaudited)
(in thousands)
<TABLE>
<S> <C>
Revenues $ 2,760
--------
Expenses:
Operating expenses $ 556
Interest 1,715
Depreciation (A) -
--------
$ 2,271
--------
Estimated taxable operating loss $ 489
Add back depreciation -
--------
Estimated cash to be made available by operations $ 489
========
</TABLE>
(A) The LLC intends to further develop the property upon expiration of the last
lease on the property by razing the existing structure and as such all costs are
capitalized to land.
Note:
This statement of estimated taxable operating results and estimated cash to be
made available from operations is an estimate of operating results of Las Vegas
Plaza Shopping Center for a period of twelve months and does not purport to
reflect actual results for any period.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED LEISURE CORPORATION
Dated: October 7, 1997 By:/s/ Harry Shuster
-----------------------
Chief Executive Officer
