<PAGE>
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to ________________________
Commission file number 0-15415
GLOBAL CASINOS, INC
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-0340206
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification number
1777 South Harrison Street, The Skydeck, Denver, Colorado 80210
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(Address of Principal Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 756-3777
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.005
------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant'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. [ ]
The Registrant's revenues for the year ended June 30, 1996 were $7,476,699.
As of October 10, 1996, the aggregate market value of the Common Stock of the
Registrant based upon the average of the closing bid and asked prices of the
Common Stock, as quoted on NASDAQ, held by non-affiliates of the Registrant was
approximately $5,659,368.
As of October 10, 1996, 12,834,190 shares of Common Stock of the Registrant
were outstanding. <PAGE>
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
The Registrant incorporates by this reference the following:
PART III
--------
Item 9 Directors, Executive Officers, Promoters and Control Persons,
Compliance With Section 16(a) of the Exchange Act.
Item 10 Executive Compensation.
Item 11 Security Ownership of Certain Beneficial Owners and Management.
Item 12 Certain Relationships and Related Transactions.
The foregoing are incorporated by reference from the Registrant's
definitive Proxy Statement relating to its annual meeting of stockholders,
which will be filed in an amendment within 120 days of June 30, 1996.
PART IV - EXHIBITS
------------------
1. Incorporated by reference from the Company's Registration Statement
on Form 10, as amended, SEC file number 0-15415.
2. Incorporated by reference from the Company's Registration Statement
on Form S-2, as amended, SEC File No. 33-46060, declared effective
May 15, 1992.
3. Incorporated by reference from the Company's Registration Statement
on Form S-8, filed with the Commission and effective December 8,
1995.
4. Incorporated by reference from the Company's Registration Statement
on Form SB-2, as amended, SEC File No. 33-76204, declared effective
August 12, 1994.
5. Incorporated by reference from the Company's Current Report on Form
8-K, dated July 15, 1995, as filed with the Commission on July 31,
1995, as amended on Form 8-K/A-1 filed with the Commission on
August 31, 1995;
6. Incorporated by reference from the Company's Current Report on Form
8-K, dated November 19, 1993, as filed with the Commission on
December 3, 1993;
7. Incorporated by reference from the Company's Current Report on Form
8-K, dated February 18, 1994, as filed with the Commission on
March 3, 1994;
8. Incorporated by reference from the Company's Current Report on Form
8-K, dated April 29, 1994, as filed with the Commission on May 13,
1994;
9. Incorporated by reference from the Company's Current Report on Form
8-K, dated June 3, 1994, as filed with the Commission on June 10,
1994;
<PAGE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
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OVERVIEW
- --------
Global Casinos, Inc. (the "Company" or "Global Casinos") and its
wholly-owned subsidiaries, operate in the rapidly developing and expanding
domestic and international gaming industry. The Company is organized as a
holding company for the purpose of acquiring operating casinos, gaming
properties and other related interests.
HISTORY
- -------
Global Casinos, Inc., f/k/a Morgro Chemical Company, was organized
under the laws of the State of Utah on June 8, 1978. From 1978 until February,
1994, it manufactured and marketed a line of garden fertilizers and chemicals,
as well as a retail ice melter.
In the fall of 1993, the Company embarked upon an aggressive plan to
acquire and develop casino properties both nationally and internationally. On
September 20, 1993, the Company acquired 100% of the outstanding Common Stock
of Colorado Gaming Properties, Inc., a Colorado corporation ("CGP"). CGP was
acquired from Premier Concepts, Inc., f/k/a Silver State Casinos, Inc., a
Colorado corporation ("Silver State") in a tax-free exchange in which the
Company issued to Silver State 2,500,000 shares of its Common Stock. The
shares of the Company's common stock issued to Silver State represented 51% of
the total issued and outstanding shares of the Company's common stock
immediately following the exchange. CGP owned two (2) real estate properties
located in the limited stakes gaming district in Central City, Colorado. The
properties, known as the Nitro Club and the Gas Light, which were never
operational under the Company, were foreclosed upon in June 1996. (See ITEM 2.
DESCRIPTION OF PROPERTIES)
On November 19, 1993, the Company acquired 100% of the outstanding
Common Stock of Casinos U.S.A., Inc., a Colorado corporation ("Casinos
U.S.A."), Lincoln Corporation, a South Dakota corporation ("Lincoln"), and
Woodbine Corporation, a South Dakota corporation ("Woodbine"). In this
transaction, 2,535,000 shares of the Company's Common Stock were issued to the
shareholders of Casinos U.S.A., Lincoln and Woodbine, pro rata. Casinos U.S.A.
owns and operates the Bull Durham Saloon and Casino, located in Black Hawk,
Colorado. Lincoln and Woodbine each operated casinos located in Deadwood,
South Dakota. The Company permanently closed the Last Chance Saloon owned and
operated by Lincoln Corporation on May 31, 1994. Lillie's, the casino operated
by Woodbine Corporation, was closed effective June 30, 1995 due to unprofitable
operations. (See ITEM 2. DESCRIPTION OF PROPERTIES)
Casinos U.S.A. also held an 80% interest in a joint venture
("International Joint Venture") which developed and operated gaming casinos in
several international locations. Through the International Joint Venture,
casinos have been developed and operated in Sochi, Russia and Bishkek,
Kyrgyzstan. In Sochi, the International Joint Venture developed and operated
Casino Lazurnaya located in the four-star Hotel Radisson Lazurnaya. In
Bishkek, the International Joint Venture has developed and operates the Casino
Las Vegas located on the second floor of the Restaurant Naryn.
In February, 1994, the Company sold to a management group all of the
assets, subject to all of the liabilities, utilized in the chemical and
fertilizer business which it formerly operated under the name "Morgro Chemical
Company." The Company received approximately $854,000 in cash and promissory
notes, and the purchasers assumed approximately $1,200,000 in liabilities. The
purchase price represented the net book value of the assets disposed of in
excess of the liabilities assumed.
In April, 1994, the Company successfully purchased for $1,381,274 in
cash a 66-2/3% interest in a holding company which, through a wholly-owned
subsidiary, owns and operates Casino Masquerade located in the Radisson Aruba
Resort and Casino located on the Caribbean island of Aruba, Netherland
Antilles.
By an Agreement dated June 27, 1995, and effective July 15, 1995
("Dissolution Agreement"), the International Joint Venture (the "IJV") was
dissolved. The Company assigned its interest in the Casino Lazurnaya to
Kenneth D. Brown, President and majority shareholder of Global Casino Group,
Inc., an unrelated third party and the other joint venturer in the
International Joint Venture. The Company received all of the IJV's profit
interest (61%) in Casino Las Vegas, the remaining 33-1/3% interest in Casino
Masquerade, and a promissory note in the amount of two hundred thousand dollars
($200,000) from Kenneth D. Brown secured by 200,000 shares of the Company's
common stock held by Mr. Brown and his affiliates. Giving effect to this
transaction, the Company owns a 61% profit interest in Casino Las Vegas, 100%
of the Casino Masquerade, and no residual interest in Casino Lazurnaya.
In July, 1996, the Company formed a subsidiary, Global Internet
Corporation ("Global Internet"), to explore opportunities to develop and
operate one or more sites on the World Wide Web, with an initial focus on
entertainment and non-commercial gaming sites. On July 24, 1996, Global
Internet entered into a Web Site Development and Maintenance Agreement (the
"Agreement") with DDB Needham Interactive Communications. The Agreement calls
for a nine (9) month commitment of approximately $1,300,000.
On August 1, 1996, the Company entered into a Month-to-Month
Management and Lease Agreement for a casino project on the island of St.
Maarten. The Month-to-Month Agreement calls for monthly lease payments of
$15,000 until a formal lease agreement is finalized. Once a formal lease
agreement has been executed, the monthly lease payments will increase to
$30,000. The Company will manage and lease the casino property on a month-to-
month basis until a formal management and lease agreement and asset purchase
agreement have been executed. Execution of these agreements are contingent
upon the casino's landlord providing the Company with the casino equipment free
and clear of any liens, and government authorities granting a gaming license to
the Company. In order to fund this project, the Company borrowed $165,000 from
an affiliate, which the Company used to establish the casino's bankroll of
$165,000.
FINANCING
- ---------
On May 31, 1994, the Company successfully closed a private placement
of 9% Convertible Notes in which it sold, in the aggregate, $2,812,500 in
Convertible Notes to a total of 33 accredited investors. In June, 1994, the
Convertible Notes were automatically converted into 1,406,250 shares of
Mandatory Redeemable ("Mandatory Redeemable") and Convertible and Class A
Preferred Stock ("Preferred Stock") and Class D Common Stock Purchase Warrants
("D Warrants") to purchase 703,125 shares of the Company's Common Stock. Each
Class D Warrant was exercisable to purchase one (1) share of the Company's
Common Stock at a purchase price of $3.00 per share and expire in May, 1997.
The Preferred Stock is convertible into Common Stock of the Company at a
conversion value of $2.00 per share (one share of Common Stock for each share
of Preferred Stock). The Company had the obligation to redeem any Preferred
Stock not yet converted at the rate of $2.00 per share on May 31, 1995. Due to
a significant decline in the public trading price of the Company's Common
Stock, none of the shares of Preferred Stock were converted, and the Company
was obligated to complete the mandatory redemption on or before May 31, 1995,
representing an aggregate redemption price of $2,812,500. As the Company
lacked the capital necessary to redeem the outstanding shares of Preferred
Stock, the Company entered into agreements with the holders of 1,233,000 of the
outstanding shares of Preferred Stock, modifying the redemption and conversion
terms of the Preferred Stock, such that the Company was released from its
obligation to redeem the 1,233,000 shares of Preferred Stock, the conversion
value was reduced from $2.00 per share to $1.125 per share (approximately 1.778
shares of Common Stock for each share of Preferred Stock) , and the exercise
price of 616,500 D Warrants was reduced from $3.00 per share to $.50 per share
if exercised on or before June 30, 1995, and if exercised after June 30, 1995,
to $1.75 per share, in consideration of which the holders of such Preferred
Stock agreed to release the Company of its mandatory redemption obligation.
During the year ended June 30, 1996, 544,500 shares of the modified Preferred
Stock were converted into 967,995 shares of Common Stock. In July, 1995, the
Company agreed to issue 281,250 shares of Common Stock upon this exercise of
281,250 D Warrants at $0.50 per share.
The foregoing modifications are applicable only to shares of
Preferred Stock and D Warrants owned by holders who voluntarily agreed to such
modifications. As a result, at June 30, 1995, there continued to be issued and
outstanding 173,250 shares of Preferred Stock as to which the Company continued
to be in default in its mandatory redemption obligation, representing an
aggregate redemption obligation of $346,500, all of which was matured and in
default, and 88,625 original D Warrants. Subsequent to June 30, 1995, the
holder of 125,000 shares of Preferred Stock agreed with the Company to convert
same into Common Stock at a conversion of $1.125 per share which was completed
in June, 1996. The Company has agreed to issue additional shares of Common
Stock to reduce the conversion value to $1.00 depending upon the public trading
price of the Common Stock over a 90-day period. The holder agreed to waive all
interest accrued while the Company was in default of its mandatory redemption
obligation and accepted no reduction in the exercise price of D Warrants. As a
result, at June 30, 1996, 44,250 shares of the original Mandatory Redeemable
and Preferred Stock are outstanding and the Company continues to be in default
of its mandatory redemption obligation (representing an aggregate redemption
obligation of $88,500, all of which is matured and currently in default), and
88,625 original D Warrants are outstanding. In July, 1996, 10,000 shares of
the original Mandatory Redeemable Preferred Stock were converted into 17,778
shares of Common Stock.
On August 12, 1994 the Company's Registration Statement on Form SB-2
was declared effective by the Securities and Exchange Commission. The
Registration Statement registered for sale under the Securities Act of 1933, as
amended (the "Securities Act") 427,800 shares held by existing shareholders,
1,957,500 shares issuable upon exercise of Class A Common Stock Purchase
Warrants ("A Warrants"), 2,033,750 shares issuable upon exercise of Class B
Common Stock Purchase Warrants ("B Warrants"), and 651,438 shares issuable upon
exercise of Class C Common Stock Purchase Warrants ("C Warrants"). During the
period of time that the Registration Statement was effective, A Warrants were
exercised to purchase an aggregate of 675,000 shares of Common Stock at an
exercise price of $1.00 per share, B Warrants were exercised to purchase an
aggregate of 65,000 shares of Common Stock at an exercise price of $2.00 per
share, and C Warrants were exercised to purchase an aggregate of 45,000 shares
of Common Stock at an exercise price of $1.00 per share. As a result of those
Warrant exercises, the Company received aggregate gross proceeds of $850,000.
In June, 1995, the Company consummated the purchase of an aggregate
of $937,204 in subordinated secured promissory notes held by sixteen (16)
creditors of Casinos U.S.A. Pursuant to the terms of the Promissory Note
Purchase Agreements, the Company purchased the promissory notes and collateral
security in consideration for the issuance of an aggregate of 1,249,605 shares
of the Company's Common Stock, valued at $0.75 per share. The shares of Common
Stock were issued by the Company in reliance upon an exemption from the
registration requirements of the Securities Act contained in Section 4(2)
thereof. In connection with the Promissory Note Purchase Agreements, the
Company has agreed to register for resale under the Securities Act the shares
of Common Stock issued in consideration of the Casinos U.S.A. Debt Purchase.
The Registration Statement filed by the Company with the Securities and
Exchange Commission on Form S-3 was declared effective on December 13, 1995.
INTERNATIONAL GAMING INTERESTS
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CASINO LAS VEGAS: BISHKEK, KYRGYZSTAN
-------------------------------------
Through the International Joint Venture, the Company's subsidiary,
Global International, developed and operated the Casino Las Vegas located in
the Naryn Restaurant, in Bishkek, Kyrgyzstan. Global International held an
eighty percent (80%) interest in the International Joint Venture which in turn
held a sixty-one percent (61%) profit interest in the Casino Las Vegas. Casino
Las Vegas is operated under a lease with the Naryn Restaurant pursuant to which
the restaurant owner retains the remaining thirty-nine percent (39%) profit
interest. Under the terms of the Dissolution Agreement, Global Casino Group,
Inc. and Global International both assigned their interests in Casino Las Vegas
and the lease under which the casino operates to the Company. As a result, the
Company holds a net sixty-one percent (61%) profit interest in Casino Las
Vegas.
CASINO MASQUERADE: ARUBA, NETHERLAND ANTILLES
----------------------------------------------
In April, 1994, the Company purchased a sixty-six and two-thirds
percent (66-2/3%) interest in a holding company which, through a wholly-owned
subsidiary, owns and operates a casino located in the Radisson Aruba Resort and
Casino located on the Caribbean island of Aruba, Netherland Antilles. Casino
Masquerade is open and operational, and the Company has upgraded many of the
gaming devices on location and invested in additional leasehold improvements.
Pursuant to the Dissolution Agreement, the Company acquired the remaining
thirty-three and one-third percent (33-1/3%) interest in Casino Masquerade. As
a result, the Company presently owns 100% of the Casino Masquerade.
CASINO LAZURNAYA: SOCHI, RUSSIA
-------------------------------
Through the International Joint Venture, the Company's subsidiary,
Global Casinos International, Inc., a Delaware corporation ("Global
International"), developed and operated the Casino Lazurnaya in the Hotel
Radisson Lazurnaya, Sochi, Russia, from January, 1994 through July, 1995.
Pursuant to the Dissolution Agreement, effective July 15, 1995, the
International Joint Venture was dissolved, the Company assigned all of its
interest in Global International to Kenneth D. Brown. The Company has no
further interest in the Casino Lazurnaya. (See ITEM 2. DESCRIPTION OF
PROPERTY).
DOMESTIC GAMING INTERESTS
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BULL DURHAM SALOON AND CASINO: BLACK HAWK, COLORADO
---------------------------------------------------
The Company, through its wholly-owned subsidiary Casinos U.S.A., owns
the Bull Durham Saloon and Casino (the "Bull Durham"). The Bull Durham is
located in Black Hawk, Colorado and currently operates as a Class B Gaming
Casino, which limits the casino to four (4) gaming tables and fewer than two
hundred fifty (250) slot machines. Under limited stakes gaming regulations in
Colorado, maximum wagers are limited to $5.00 per bet. The Bull Durham
commenced gaming operations in February, 1993. The Bull Durham operates under
a gaming license issued to the Company. Casinos U.S.A. ("Debtor") is currently
in default under all of its secured obligations encumbering the Bull Durham
Saloon and Casino. The efforts of the Company to negotiate restructured terms
for the repayment of the secured obligations were unsuccessful. As a result,
on October 18, 1995, Casinos U.S.A. filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code. Since October 18, 1995, Casinos U.S.A.
has continued to operate the Bull Durham as debtor-in-possession. The Company
anticipates Court approval of its Disclosure Statement in October, 1996. Once
the Disclosure Statement has been approved, the court will set a hearing date
for confirmation of the Company's proposed Plan of Reorganization. (See ITEM
2. DESCRIPTION OF PROPERTIES)
NITRO CLUB - GAS LIGHT: CENTRAL CITY, COLORADO
----------------------------------------------
The Nitro Club and Gas Light properties are located in the limited
stakes gaming district in Central City, Colorado. Owned by the Company's
subsidiary, CGP, the Nitro Club and the Gas Light were never operated as gaming
facilities by the Company.
The Nitro Club was developed and operated by its prior owners as a
gaming casino from February, 1992 until January, 1993, when it ceased
operations due to lack of working capital resulting from unprofitable
operations, and non-renewal of its gaming license due to delinquent filing of
gaming tax reports and payment of gaming taxes. The Gas Light was operated as
a restaurant until 1991, and had never been developed as a gaming casino.
On January 25, 1996 the Company reached an agreement with the first
note holder on the Gas Light property to stay the foreclosure that was
initiated by the note holder. On March 7, 1996 a second mortgage holder on the
Nitro Club property initiated a foreclosure action. The Company was
unsuccessful in its attempts to settle this obligation and the note holder
foreclosed and assumed the obligations of the first mortgage holder. Because
the Company was unable to settle the Nitro Club obligations it ceased to make
the mortgage payments on the Gas Light notes payable. The statutory periods
within which the Company had the right to redeem the Gas Light and Nitro Club
out of foreclosure expired in June, 1996. (See ITEM 2. DESCRIPTION OF
PROPERTY)
LILLIE'S: DEADWOOD, SOUTH DAKOTA
--------------------------------
Lillie's was located in the limited stakes gaming district in the
City of Deadwood, South Dakota. Lillie's is owned by the Company's subsidiary,
Woodbine Corporation. Lillie's was permanently closed effective June 30, 1995,
due to unprofitable operations. The property is owned by Woodbine Corporation
and is being held for investment purposes.
EMPLOYEES
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The Company presently has eight (8) full time employees: William P.
Martindale, Chairman; Stephen G. Calandrella, Interim President; Peter
Bloomquist, Chief Financial Officer; George C. Garman, General Manager of
Casino Masquerade; Dale Sterner, General Manager of Casino Las Vegas; Cyndee
Rose, Director of Marketing of Casino Masquerade; and two clerical staff.
Mr. Martindale is employed by the Company pursuant to the terms of a
three-year employment contract, expiring in November, 1996, which provides for
payment of base salary in the amount of $8,000 per month, subject to certain
increases. Mr. Martindale is also entitled to receive further incentive
compensation based upon the Company's net income from international gaming
operations.
During the year ended June 30, 1995, Nathan Y. Katz served as
President and CEO of the Company. Effective October 12, 1995, Mr. Katz
resigned as President, CEO and director of the Company. Mr. Katz and the
Company have mutually agreed to the early termination of Mr. Katz's employment
contract in consideration for present and future payments to Mr. Katz totalling
$25,000. Effective October 12, 1995, Mr. Calandrella was elected to serve as
Interim President until a successor is identified and elected. There are
currently no candidates identified for the permanent position of President and
CEO.
In consideration for his services as Interim President, the Company
resolved to grant and issue to Mr. Calandrella the following: 1) For each
month of service, beginning October 1, 1995 and ending June 30, 1996, a number
of shares of the Company's Common Stock, $0.05 par value, which, when
multiplied by the closing bid price of the Company's Common Stock as quoted on
NASDAQ on the date of issuance, equals $5,000; that such shares of Common Stock
shall be "restricted securities" under the Securities Act of 1933, as amended;
and 2) Incentive stock options granted under the Company's Stock Incentive
Plan, exercisable for a period of five (5) years to purchase, in the aggregate,
150,000 shares of the Company's Common Stock at an exercise price of $0.50 per
share. Of such incentive stock options, 50,000 shall be immediately vested and
exercisable, and the remaining 100,000 incentive stock options shall vest
ratably over two (2) years, subject to Mr. Calandrella continuing to serve as
an executive officer or key employee of the Company, with 50,000 incentive
stock options vesting on October 13, 1996 and 50,000 incentive stock options
vesting on October 13, 1997.
Mr. Bloomquist is employed by the Company pursuant to the terms of a
three (3) year employment contract, expiring in July, 1997, which provides for
payment of base compensation in the amount of $7,500 per month. Mr. Bloomquist
is also eligible to receive incentive stock options, subject to vesting, under
the Company's 1993 Stock Incentive Plan.
Mr. Garman is employed by the Company as General Manager of Casino
Masquerade pursuant to a three (3) year employment contract, expiring in May,
1998, which provides for payment of a base annual compensation of $6,000 per
month. In addition, Mr. Garman is also entitled to receive a bonus equal to
(i) five percent (5%) of the net operating income of Casino Masquerade up to
$1,000,000, (ii) ten percent (10%) of the net operating income of Casino
Masquerade in excess of $1,000,000 and up to $1,500,000, and (iii) fifteen
percent (15%) of net operating income of Casino Masquerade in excess of
$1,500,000. Mr. Garman is also eligible to receive incentive stock options
subject to vesting, under the Company's 1993 Stock Incentive Plan.
Mr. Sterner is employed by the Company as General Manager of Casino
Las Vegas pursuant to a three (3) year employment contract, expiring in
November, 1998, which provides for payment of base compensation in the amount
of $6,250 per month. Mr. Sterner is also eligible to receive incentive stock
options subject to vesting, under the Company's 1993 Stock Incentive Plan. In
addition, Mr. Sterner shall be paid a quarterly bonus equal to five percent
(5%) of the consolidated net income of Casino Las Vegas.
Ms. Rose is employed by the Company as Director of Marketing of
Casino Masquerade pursuant to a three (3) year employment contract, expiring in
December, 1998, which provides for payment of a base annual compensation of
$37,500. Ms. Rose is also entitled to receive an annual bonus equal to $10,000
per year subject to and contingent upon Casino Masquerade generating net
operating profits from gaming operations in excess of $1,000,000 for such year.
Casino Masquerade currently operates with a total of 70 employees,
including one manager. Because of the requirements of Aruban law, the staffing
levels cannot be decreased during the slower summer season, and as a result the
company expects the size of the labor force to remain relatively constant year
round.
The Bull Durham currently employs 20 persons, including one manager.
During the peak summer season, employment typically increases by a total of 15
employees.
Casino Las Vegas currently employs 45 persons, including four
security guards.
CONSULTANTS
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The Company relies heavily upon the services of independent
consultants, including its local accountants and local attorneys in the
jurisdictions in which the Company holds or plans to develop its international
gaming interests.
COMPETITION
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INTERNATIONAL
-------------
There are numerous national and international corporations and
entities engaged in the business of attempting to develop casinos throughout
the world. There are currently eleven (11) casinos on the Caribbean resort
island of Aruba, Netherland Antilles and few barriers to entry of new
participants in this market. The Company is aware of two other operating
casinos in Bishkek, Kyrgyzstan. The Company expects that it will have to
operate competitively in these markets and to respond to challenges from
competitors that have substantially greater financial and personnel resources
than the Company.
DOMESTIC
--------
Competition in the gaming industry in the United States is intense.
The Company presently estimates that gaming is permitted in most states in some
form. There are numerous competitors engaged in the same or similar business
as the Company, and competition has increased substantially in recent years
with more competitors entering the market. Competition from these entities
will continue to affect the operations of the Company and other operators in
the gaming industry. Competition in Central City and Black Hawk, Colorado is
particularly intense with numerous competitors in very close proximity and new
competitors entering the market. There can be no assurance that the Company
can obtain the resources necessary to compete successfully in the industry or
that the Company can operate profitably given the existing level of
competition.
The Company's operations also compete with other forms of gaming
conducted throughout the United States and the world. Other gaming activities
include Bingo, Lotto, table games, sports betting and pari-mutuel wagering.
REGULATION
- ----------
INTERNATIONAL
-------------
Ownership and operation of gaming establishments in each foreign
jurisdiction where the Company has operations are extensively regulated by
local authorities. In virtually all jurisdictions in which the Company plans
to operate casinos, the Company will be required to obtain a Certificate of
Authority to conduct business in that jurisdiction, as well as numerous
licenses, including gaming licenses, tax licenses, liquor licenses and the
like. Each jurisdiction maintains its separate regulatory environment with
discrete requirements and approvals necessary.
In each jurisdiction in which the Company has an opportunity to
develop a casino, the Company has consulted with local officials as well as
local advisors, including attorneys, accountants, bankers and other
professionals whose services are or will be retained in order to ensure that
the Company complies with all applicable regulatory requirements. The Company
will, of necessity, rely upon the consultation of such advisors in order to
ensure compliance.
DOMESTIC: FEDERAL AND STATE LAW
-------------------------------
Ownership and operation of gaming establishments are extensively
regulated by states in which such activities are permitted. Colorado has
adopted numerous statutes and regulations covering limited stakes gaming
operations. Existing regulation includes various aspects of the gaming
industry, including ownership, operation and employment in all limited stakes
gaming operations, taxation of revenues and regulation of equipment utilized in
connection with such activities. Virtually all aspects of ownership and
operation of gaming facilities require licensing by the state. Operators,
machine manufacturers and distributors, employees and retailers are all subject
to extensive investigation and regulation prior to licensing to engage in
gaming activities. The procedure for obtaining these licenses is time
consuming and costly.
Because the Company is a publicly traded corporation, each of the
officers, directors and shareholders owning 5% or more of the equity interest
must be approved under existing statutes and regulations. The criteria
established in determining fitness to conduct such operations include financial
history, criminal record and character, in addition to satisfaction of
application procedures set forth in the existing regulations. As a result of
these regulations, any investor in the Company who becomes a holder of 5% or
more of the Company's Common Shares may be required to submit to a background
investigation, provide financial statements and respond to inquiries from
gaming regulators in accordance with licensing procedures. Such restrictions
may discourage acquisition of large blocks of the Company's Common Shares and
depress the price of the Company's Common Shares in any market which has or may
develop.
Under current regulations promulgated by the Colorado Limited Gaming
Commission (the "Gaming Commission"), no gaming licensee may issue shares
except in accordance with Colorado gaming laws and regulations; and any such
issuances will be ineffective and such stock shall not be deemed issued until
compliance is obtained; no shares of the licensee may be transferred except in
accordance with Colorado Gaming Laws and regulations; and if the Gaming
Commission determines that a holder of a licensee's securities is unsuitable,
the licensee or a suitable person must, within sixty (60) days, purchase such
securities at the lesser of the unsuitable person's investment or the current
market price of such securities. Any person who becomes a beneficial owner of
five percent (5%) or more of the Company's Common Stock must notify the
Division of Gaming within ten (10) days after such person acquires such
securities and must provide such additional information and be subject to a
finding of suitability as required by the Division of Gaming Commission. The
Company must notify each person who is subject to this regulation of its
requirements as soon as it becomes aware of the acquisition. Further, each
person who becomes a beneficial owner of more than ten percent (10%) of any
class of voting securities of the Company must apply to the Commission for a
finding of suitability within ten (10) days after acquiring such securities.
The Company must notify each person who is subject to this regulation and its
requirements as soon as it becomes aware of the acquisition.
Existing federal and state regulations may also impose civil and
criminal sanctions for various activities prohibited in connection with gaming
operations. State statutes and regulations also prohibit various acts in
connection with gaming operations, including false statements on applications
and failure or refusal to obtain necessary licenses described in such
regulations. Violation of any of these existing or newly adopted regulations
may have a substantial adverse effect on the operations of the Company and its
subsidiaries.
DOMESTIC: LIQUOR LICENSE
------------------------
The Company has been granted a casino tavern license issued under the
Colorado Liquor Code for the Bull Durham. As revised in 1993, the Colorado
Liquor Code now includes a casino tavern license which is issuable to duly
licensed and operating limited gaming casinos.
TAXATION
- --------
INTERNATIONAL
-------------
All jurisdictions in which the Company has the opportunity to develop
casino operations impose tax on revenues and income generated as a permitted
gaming licensee. The Company has consulted extensively with tax experts in
each jurisdiction, as well as international tax experts in the United States,
for the purpose of familiarizing itself with the tax laws of each such
jurisdiction, as well as developing plans to take advantage of any and all
opportunities available to companies which operate foreign businesses on a
multi-jurisdictional basis. It is possible that the Company may form and
organize controlled corporations under the laws of foreign jurisdictions in
order to maximize the advantages available under the circumstances.
DOMESTIC
--------
The operations of the Company and its subsidiaries will be subject to
taxation at both the Federal and state level. Any net profits derived from the
operations of the Company or its subsidiaries will be subject to United States
Federal Income Tax and state income tax imposed by states in which they
operate. These provisions regarding Federal and state income tax are generally
applicable to all entities.
The operations of the Company and its gaming subsidiaries in the
gaming industry will also be subject to special taxes imposed by the states
which permit such activities. Colorado imposes a variable tax on "adjusted
gross proceeds" obtained within its boundaries. Adjusted gross proceeds is
defined to include the total amount of all wagers made by players on limited
stakes gaming, less all payments received by such players. With regard to
games of poker, adjusted gross proceeds means any sums wagered in the poker
hand, which may be retained by the operator of the gaming establishment. The
tax ranges from two percent (2%) of all adjusted gross proceeds up to
$2,000,000; eight percent (8%) for all adjusted gross proceeds from $2,000,001
up to $4,000,000; fifteen percent (15%) on all adjusted gross proceeds from
$4,000,001 to $5,000,000; and eighteen percent (18%) on all adjusted gross
proceeds in excess of $5,000,000. In addition, the City of Black Hawk, as well
as the State of Colorado, assesses annual taxes, called "device fees", on each
gaming unit utilized in a casino.
The cumulative impact of all the taxes, fees and assessments is
substantial, and there can be no assurance that future increases in those taxes
will not have a material adverse effect on the Company's gaming interests and
operations.
All regulations affecting the operations of the Company's limited
gaming properties and businesses are subject to change by the respective
regulatory authorities. Accordingly, there can be no assurance that there will
not be enacted future amendments to those regulations which materially and
adversely affect the business and profitability of the Company.
SERVICE MARKS
- -------------
The Company has received a Certificate of Registration from the
United States Patent and Trademark Office of its Service Mark "Global Casinos,
Inc.", which includes both the name and the Company's logo as federally
protected service marks for use in connection with the Company's business.
The Company has filed an application in the United States Patent and
Trademark Office to register "Casino Masquerade", including both the name and
the casino's logo, as a federally protected service mark for use in connection
with the Company's business.
The Company may seek to register or file intent to use applications
for additional service marks or trademarks in the future. Although the Company
regards its service marks as valuable assets and intends to vigorously defend
its service marks against infringements, the Company does not believe that the
failure to obtain the service mark registrations for which it may apply, or the
infringement by another entity of its service marks, would have a material
adverse effect on the Company at the present time.
SEASONALITY
- -----------
INTERNATIONAL
-------------
Bishkek is the capital city of the newly independent State of
Kyrgyzstan, located on the western border of the Peoples' Republic of China.
Bishkek has a population of approximately 900,000, with local economy based
primarily on agriculture and natural resource development, including mining and
oil and gas exploration. The local economy is experiencing the same
difficulties shared with its other Communist Independent States ("CIS") members
in evolving from a predominantly socialist economy to a free market economy,
including low productivity and high inflation. Management anticipates that the
principal clientele of the casino will be drawn largely from the local
population without any significant dependence upon tourism. Moreover, the
restaurant Naryn is a large entertainment facility located in the central
business district of Bishkek. Therefore, the Company does not expect Casino
Las Vegas to experience significant seasonal fluctuations in business or
revenues.
Aruba is an independent nation comprising part of the Netherland
Antilles along with Curacao and Bonnaire. The island has experienced
accelerated international recognition as a premier Caribbean resort
destination, hosting millions of tourists each winter season. An advantage to
be gained by the Company acquiring the Casino on Aruba is the counter-cyclic
effect that its high winter season would have with the Company's domestic
operations. Typically, Caribbean destination resorts experience the highest
concentration of tourism from December through April of each year.
DOMESTIC
--------
The Company's casino in Colorado, while not seasonal in the
conventional sense, experiences a significant increase in tourist traffic which
occurs from May through September. The Bull Durham Saloon and Casino ("Bull
Durham") will generally realize more of its annual revenues during the tourist
season. Based on historical precedent, the Bull Durham should not be expected
to perform better than on a "break-even" basis during the winter months.
ITEM 2. DESCRIPTION OF PROPERTIES
- ------- -------------------------
CORPORATE OFFICES: DENVER, COLORADO
-----------------------------------
The Company's corporate headquarters are located at 1777 South
Harrison, Skydeck, Denver, Colorado 80210. This property is currently leased
at $3,424 per month, expiring September 30, 1999. These facilities are
believed by the Company to be suitable and adequate to meet the Company's needs
for the foreseeable future.
CASINO LAS VEGAS: BISHKEK, KYRGYZSTAN
-------------------------------------
The Company's right to operate the Casino Las Vegas in the Naryn
Restaurant located in the City of Bishkek, Kyrgyzstan, is derived from an
agreement initially entered into in 1992 (the "Naryn Contract") between
Corporation Restaurant Naryn and Aztec-Talas-Four Star, Inc., a Nevada
corporation ("ATF"). The Naryn Contract was assigned by ATF, with the consent
of Corporation Restaurant Naryn, to Global Group, the Company's international
joint venture partner. Global Group, in turn, assigned the Naryn Contract to
the International Joint Venture. Pursuant to the Dissolution Agreement,
effective July 15, 1995, the International Joint Venture assigned all rights in
Casino Las Vegas and the Naryn Contract with Corporation Restaurant Naryn to
the Company.
The Company operates the Casino Las Vegas on the second floor of the
Restaurant Naryn in Bishkek under a joint venture agreement with the Joint
Stock Company Naryn. The casino opened in July, 1994. Casino Las Vegas
occupies approximately 4,000 square feet, and contains eighteen (18) slot
machines, three (3) black jack tables, three (3) Caribbean Stud poker tables,
one (1) Let it Ride table, and two (2) roulette wheels. The restaurant
occupies the first floor and is of comparable size. The Agreement has a term
of twenty (20) years, expiring on April 12, 2013.
Net income generated from gaming operations at the casino is divided
sixty-one percent (61%) to the Company and thirty-nine percent (39%) to the
Corporation Restaurant Naryn until such time as the Company has recouped its
capital investment in the casino plus interest at the rate of eighteen percent
(18%) on such capital; thereafter, net profits will be shared on a fifty-fifty
(50%-50%) basis. The Company expended approximately $500,000 in the
development of the Casino Las Vegas. Under the terms of the Company's
agreement with ATF, after the Company has received profit distributions equal
to its capital expenditure of approximately $500,000, ATF will be entitled to
receive ten percent (10%) of the Company's share of net profits generated by
the casino thereafter.
CASINO MASQUERADE: ARUBA, NETHERLAND ANTILLES
----------------------------------------------
On April 29, 1994, the Company closed upon a definitive Stock
Purchase Agreement purchasing a net sixty-six and two-thirds percent (66-2/3%)
interest in the Casino Masquerade which is located in the recently renovated
Radisson Aruba Caribbean Resort and Casino on the Caribbean resort island of
Aruba, Netherland Antilles. The Aruba Caribbean Resort and Casino (the
"Hotel") is owned by the Dutch Hotel and Casino Development Corporation N.V.,
an Aruba corporation ("Dutchco") and operates under an October 11, 1992
Management Agreement with Radisson Hotel Corporation. Dutchco holds a gaming
permit issued by the Nation of Aruba which authorizes it to operate a gaming
casino on the premises. Under the authority of its Gaming License, Dutchco has
leased the casino to Global Entertainment Group N.V., an Aruba corporation
("Global Entertainment") which, since 1993, has operated the casino under an
exclusive lease which has a term of five (5) years with automatic one (1) year
extensions thereafter.
Global Entertainment is wholly-owned by BPJ Holding N.V., a Curacao
corporation. The definitive Stock Purchase Agreement provided for the purchase
by the Company of sixty-six and two-thirds percent (66-2/3%) of the issued and
outstanding shares of the capital stock of BPJ Holding N.V. Until July 15,
1995, the remaining thirty-three and one-third percent (33-1/3%) of BPJ Holding
N.V. was owned by Broho Holding N.V., an unaffiliated company controlled by
Kenneth D. Brown. Effective July 15, 1995, Broho Holding N.V. assigned its
interest to the Company. The Company presently holds one hundred percent
(100%) of the issued and outstanding stock of BPJ Holding N.V.
The Company leases the Casino Masquerade facility under an operating
lease which expires in December, 2002 with an option to renew for 10 years.
The Casino occupies approximately 8,500 square feet in the Hotel under the
lease agreement between Dutchco and Global Entertainment. As rent under the
January 18, 1993 lease agreement, Global Entertainment was obligated to pay
Dutchco percentage rent based upon the gross gaming revenues (net of all
government taxes and fees) of the casino equal to ten percent (10%) of the
gross gaming revenues for the year ended December, 1995, fifteen percent (15%)
for the year ended December, 1996, and thereafter twenty percent (20%) of gross
gaming revenues. Under the lease, "gross gaming revenue" is defined to mean
(i) the net win from gaming activities, which is the difference between gaming
wins and losses before deducting cost and expenses which shall include all
markers, promises to pay and checks received, less (ii) the Aruba gaming tax
and the expenditures related to the employment of government inspectors for the
casino operation. During December, 1995, the Company reached an agreement to
modify the terms of the lease agreement whereby beginning January 1, 1996, the
rent was calculated as $400,000 per year plus fifteen percent (15%) of the
gross gaming revenue over $4,000,000.
The Casino has been fully operational since December, 1993, when
extensive renovations to the Hotel were completed. Operations at the casino
currently consist of one hundred fifty-five (155) slot machines, six (6) black
jack tables, two (2) roulette wheels, two (2) Caribbean Stud tables, three (3)
Let it Ride tables, and one (1) craps table. The casino also serves liquor and
provides a limited food service.
CASINO LAZURNAYA: SOCHI, RUSSIA
-------------------------------
The Casino Lazurnaya, which opened in January, 1994, was developed
and operated under a lease with the Joint Venture "Lazurnaya", a Russian-
Turkish group which developed and owned the four-star Hotel Radisson Lazurnaya,
located in the Black Sea resort city of Sochi, Russia. Under the terms of the
lease, the casino occupies 5,400 square feet on the hotel's third floor. The
initial lease under which the casino operated provided for a nominal base
monthly rental plus ten percent (10%) of the net profits generated by the
casino. Effective January 1, 1995, the terms of the lease were renegotiated to
eliminate rent based upon a percent of the casino's net profit but
substantially increase the fixed guaranteed base monthly rental. Under the
terms of the renegotiated lease, the base rent for 1995 was increased to
$250,000, with future annual increases up to a maximum of $500,000 beginning in
the seventh year. Until July 15, 1995, rights under the lease were held by the
International Joint Venture, of which the Company's wholly-owned subsidiary,
Global International, held an eighty percent (80%) undivided interest.
Effective July 15, 1995, the International Joint Venture was dissolved and the
Company has no further interest in Casino Lazurnaya.
BULL DURHAM SALOON AND CASINO: BLACK HAWK, COLORADO
---------------------------------------------------
The Bull Durham Saloon and Casino ("Bull Durham") was acquired by
Casinos U.S.A., Inc. ("Casinos U.S.A.") in 1992 for a purchase price of $3.5
million. Casinos U.S.A. owns the real property and improvements subject to
numerous security interests. The Bull Durham consists of approximately 4,700
square feet and currently operates one hundred and thirteen (113) slot machines
and two (2) black jack tables. The casino also holds a retail liquor license
issued by the State of Colorado, and offers a limited food service in addition
to beverages. The Company has no current plans to renovate this property.
The Bull Durham is currently encumbered by mortgages securing the
following loans in order of priority: (i) a $671,603 promissory note accruing
interest at the rate of fifteen percent (15%) with monthly payments of $5,996
and a balance of $672,550 on June 30, 1996; (ii) $737,500 in promissory notes
accruing interest at rates between seven percent (7%) and fifteen percent (15%)
with monthly payments of $2,998 and a balance of $737,500 on June 30, 1996, of
which $597,500 in principal has been purchased by the Company through the
issuance of equity in Global Casinos, Inc. to the noteholders; (iii) a
$2,546,260 promissory note to Lisa Paige Montrose accruing interest at the rate
of seven percent (7%) with monthly payments of $19,741, a balance of $2,403,903
on June 30, 1996, and a final payment of $2,196,317 due in 1998; (iv) a
$444,650 promissory note accruing interest at the rate of seven percent (7%)
with monthly payments of $3,447, a balance of $417,022 on June 30, 1996, and a
final payment of $379,888 due in 1998; and (v) a $462,090 promissory note
accruing interest at the rate of seven percent (7%) with monthly payments of
$3,582, a balance of $436,245 on June 30, 1996, and a final payment of $398,583
due in 1998. The first two promissory notes are owed by Ms. Montrose to
Astraea and related creditors under an Assignment of Collateral Agreement. The
third promissory note is owed by Casinos U.S.A. to Ms. Montrose as a "wrap"
around the first two promissory notes. The deeds of trust securing the last
three promissory notes are all subordinated to the security interests of the
first two promissory notes. The holders of the last three promissory notes
commenced foreclosure proceedings and, as a result, on October 18, 1995, the
Company filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code. As of June 30, 1996, all of the foregoing debts were in
default. (See, ITEM 3, LEGAL PROCEEDINGS.)
NITRO CLUB - GAS LIGHT: CENTRAL CITY, COLORADO
----------------------------------------------
The Nitro Club and Gas Light properties are located in the limited
stakes gaming district in Central City, Colorado. Owned by the Company's
wholly-owned subsidiary, Colorado Gaming Properties, the Nitro Club and the Gas
Light were never operated as gaming facilities by the Company.
The Nitro Club, located adjacent to the Gas Light, was built in 1881
and consists of approximately 7,300 square feet on three floors. Colorado
Gaming Properties owned the Nitro Club subject to mortgages in the aggregate
principal amount of $450,000, payable in monthly installments of approximately
$5,151 with a principal balloon payment of approximately $346,355 due in 2001.
The Gas Light, built in the 1880's, is located at 114 Lawrence
Street. Consisting of approximately 2,800 square feet, with 1,400 square feet
on each of its two floors, the property was purchased by the Company's
predecessor in 1992 for $850,000. The property was owned by Colorado Gaming
Properties subject to mortgages securing the following debts: (i) a $350,000
promissory note accruing interest at the rate of ten percent (10%) with monthly
payments of $3,378, and a final payment of $314,306 due in 1997; and (ii) a
$50,000 promissory note accruing interest at the rate of ten percent (10%), and
which was past due and in default with $47,850 due as of June 30, 1995. During
this period, the holder of the second promissory note commenced foreclosure
proceedings. During the year ended June 30, 1996, the Company settled this debt
for $15,000 which has been paid in full to the holder of the second promissory
note.
On January 25, 1996 the Company reached an agreement with the first
note holder on the Gas Light property to stay the foreclosure that was
initiated by the note holder. On March 7, 1996 a second mortgage holder on the
Nitro Club property initiated a foreclosure action. The Company was
unsuccessful in its attempts to settle this obligation and the note holder
foreclosed and assumed the obligations of the first mortgage holder. Because
the Company was unable to settle the Nitro Club obligations it ceased to make
the mortgage payments on the Gas Light. The statutory periods within which the
Company had the right to redeem the Gas Light and Nitro Club out of foreclosure
expired in June, 1996. (See, ITEM 3, LEGAL PROCEEDINGS.)
LILLIE'S: DEADWOOD, SOUTH DAKOTA
--------------------------------
Lillie's was purchased in 1993 for $225,000, and is owned by Woodbine
Corporation subject to a mortgage with a principal balance of approximately
$66,554 at June 30, 1996, semiannual payments of $10,297 accruing interest at
the rate of ten percent (10%) and maturing in the year 2000. Lillie's was a
fully-licensed Gaming Casino, consisting of 2,500 square feet, of which 2,000
square feet were devoted to gaming; the balance to food and beverage service or
gaming support. The casino contained twenty-eight (28) slot machines.
Lillie's was closed effective June 30, 1995, and the property is being held for
investment. The Company has no plans to renovate this property.
ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------
The Company is currently involved in the following pending legal
proceedings:
(1) ASTRAEA INVESTMENT MANAGEMENT, L.P., AS TRUSTEE VS. GLOBAL
CASINOS, INC., ET. AL
------------------------------------------------------------
Cause Number 94-02487 in the District Court of Dallas County,
Texas, 116th Judicial District.
As previously reported, this matter had been brought by the
holder of certain promissory notes made by the Company's
wholly-owned subsidiary, Casinos U.S.A., Inc. ("Casinos
U.S.A.") prior to its acquisition by the Company. The notes
held by the Plaintiff are secured by a senior deed of trust
against the Bull Durham Saloon and Casino ("Bull Durham")
located in Black Hawk, Colorado. The Company had previously
negotiated a settlement accord in which it guaranteed the
obligation of Casinos U.S.A. and which resulted in a dismissal
of the lawsuit. However, the Company was unable to meet a
balloon payment which was due on August 31, 1994. As a result
of that default, the Plaintiff filed a motion to reinstate the
case in October, 1994.
The Company admits making the promissory notes to the Plaintiff
which has the approximate principal balance of $680,000,
although the Company believes it may have some defenses and
offsets. The Company is in the process of attempting to
renegotiate and restructure this indebtedness to amortize it
within the parameters of projected future cash flow. However,
there can be no assurance that the creditors will agree to any
such restructuring. As of the date of this report, the matter
is still pending and in the opinion of management there exists
a high probability that if the matter goes to trial it will
result in the entry of an adverse judgment against the Company
for the full amount of the outstanding principal balance due on
the note, accrued default interest, attorneys' fees and other
costs of collection. Such a judgment would have a material
adverse impact upon the Company, its assets and operations.
(2) LISA PAIGE MONTROSE PROMISSORY NOTE.
------------------------------------
Lisa Paige Montrose is the holder of a promissory note made by
Casinos U.S.A. in the original principal amount of $2,546,260,
which note was given in connection with the acquisition and
purchase of the Bull Durham. The obligation to repay the note
is secured by a subordinated deed of trust against the Bull
Durham. The Company has been served notice by Ms. Montrose's
legal representatives that she has construed the acquisition of
Casinos U.S.A. by the Company in November, 1993 as a "transfer
of control" under applicable provisions of her deed of trust
which would grant her the right to accelerate the entire
indebtedness represented by the promissory note. The Company
denies that Ms. Montrose has any basis in law or fact to
accelerate the balance of the indebtedness, which the Company
has been retiring in monthly installments paid in accordance
with its terms. No civil action has been filed in this matter.
If such an action is filed, the Company will vigorously defend.
In July, 1995, Ms. Montrose commenced a foreclosure proceeding
against the Bull Durham by the Gilpin County Public Trustee.
Ms. Montrose was joined by Long & Jaudon, P.C., Richard C.
Frajola, Francine M. Frajola, Marian Johnson, Mary E. Goodwin
and Virginia G. Norris, all as beneficiaries of deeds of trust
securing promissory notes in default. The foreclosure sale was
scheduled to take place October 19, 1995. Negotiations to
resolve the dispute and restructure the debt failed, and
Casinos U.S.A. filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code on October 19, 1995
("Bankruptcy Proceeding"). As a result of the bankruptcy
filing, the foreclosure proceeding and all other actions
against Casinos U.S.A. have been stayed. Casinos U.S.A.
continues to operate the Bull Durham as debtor-in-possession.
(3) ANGELL & DEERING V. CASINOS, U.S.A., INC. AND GLOBAL CASINOS,
INC.
---------------------------------------------------------------
Case No. 95-CV-3289, in the Colorado District Court for the
City and County of Denver.
The Company and Casinos U.S.A. are named defendants in a civil
action filed on July 20, 1995, in the Colorado District Court
for the City and County of Denver. The Plaintiff is claiming
amounts due for breach of contract and quantum meruit based
upon accounting services provided to Casinos U.S.A. The
Plaintiff seeks damages in the amount of $60,099 plus interest
and attorney's fees. The Company disputes its liability, and
Casinos U.S.A. disputes the damages claimed. The litigation is
stayed as to Casinos U.S.A. due to the Bankruptcy Proceeding.
All parties have reached a conditional settlement whereby
Casinos U.S.A. has agreed to an allowed unsecured claim for the
plaintiff in the bankruptcy proceeding in the amount of
$30,000. The Company has purchased this claim in consideration
for initial payment of $10,000 and a guarantee of future
payments out of the proposed plan of reorganization totalling
$20,000. The lawsuit pending in the Colorado District Court
would be dismissed with prejudice. The entire settlement
agreement is conditional upon the approval of the Bankruptcy
Court which is pending. Should the settlement agreement not be
so approved, the plaintiff is likely to request a relief from
stay from the Bankruptcy Court, and trial in the Colorado
District Court would be rescheduled.
(4) IN RE CASINOS U.S.A., INC.
--------------------------
Case No. 95-20864 MSK, in the United States District Court for
the District of Colorado.
Casinos U.S.A. is currently in default under all of its secured
obligations encumbering the Bull Durham. Civil actions were
initiated to foreclose upon the junior liens. The efforts of
the Company to negotiate restructured terms for the repayment
of the foregoing secured obligations were unsuccessful. As a
result, on October 18, 1995, Casinos U.S.A. filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code.
Since October 18, 1995, Casinos U.S.A. has continued to operate
the Bull Durham as debtor-in-possession. On September 4, 1996,
the Company filed its Second Amended Plan of Reorganization
with the Bankruptcy Court. The Company anticipates approval of
its Disclosure Statement in October, 1996. After such
approval, the Court will schedule a hearing date for
confirmation of the proposed Plan.
The Company believes that the approximate $4,700,000 in secured
debt encumbering the Bull Durham property is substantially
greater than the property's current fair market value. As a
result, there can be no assurance that the Company will be
successful in achieving a plan of reorganization which will
result in the Company's ability to continue to own and operate
the Bull Durham.
(5) PIONEER GROUP, INC. FORECLOSURE.
--------------------------------
Colorado Gaming Properties, Inc., as owner of the Gas Light,
was also a party to a foreclosure proceeding against the Gas
Light by the Gilpin County Public Trustee. The action was
commenced in August, 1995, by Pioneer Group, Inc. as
beneficiary on a subordinated deed of trust securing a
promissory note in default. The property was sold to the
creditor, and the Certificate of Purchase was subsequently
assigned to Colorado Gaming Properties, Inc. in consideration
for payments totalling $15,000 to the Pioneer Group, Inc. The
redemption period has expired, and the Certificate of Purchase
has been exchanged for a Trustee's Deed. Neither the Company
nor its subsidiary has any residual interest in the property.
(6) ESTATE OF ERIC B. BAYLESS FORECLOSURE.
--------------------------------------
Colorado Gaming Properties, Inc., as owner of the Gas Light,
was also a party to a foreclosure proceeding against the Gas
Light by the Gilpin County Public Trustee. The action was
commenced in November, 1995, by the Estate of Eric B. Bayless
as beneficiary on a first deed of trust securing a promissory
note in default. The Company negotiated a settlement whereby
it would make payments totalling $77,991.44 to cure defaults on
the promissory note in consideration for continuing the
foreclosure proceedings on a month-to-month basis until all
cure payments were received at which point the foreclosure
proceeding would be dismissed. The first two cure payments
were made; however, in light of the foreclosure against the
adjacent Nitro Club, the Company elected not to make further
payments on the Gas Light. The statutory period within which
the Company had the right to redeem the Gas Light out of
foreclosure expired in June, 1996.
(7) SHAW CONSTRUCTION, LLC FORECLOSURE.
-----------------------------------
Colorado Gaming Properties, Inc., as owner of the Nitro Club,
was a party to a foreclosure proceeding against the Nitro Club
by the Gilpin County Public Trustee. The action was commenced
in January, 1996, by the Shaw Construction LLC as beneficiary
on a subordinated deed of trust securing a promissory note in
default. The property was sold in foreclosure on March 7,
1996, and the statutory period within which the Company had the
right to redeem the Nitro Club out of foreclosure expired in
May, 1996.
(8) SECURITIES AND EXCHANGE COMMISSION INVESTIGATION.
-------------------------------------------------
During 1995, the Company received requests for information from
the U.S. Securities and Exchange Commission ("SEC") related to
an investigation begun by the SEC during 1994 into various
matters, including certain transactions in securities by the
Company and one of its officers and directors. As of June 30,
1996, neither management of the Company nor the Company's legal
counsel have been informed of the results, if any, of the SEC's
investigation or of any timetable for the SEC to complete its
investigation. There is no way to predict what, if any, effect
the outcome of this matter will have on the financial position
of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
No matters were submitted to a vote of the Company's shareholders
during the quarter ended June 30, 1996.
<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------- --------------------------------------------------------
The outstanding shares of Common Stock are traded over-the-counter
and traded on the NASDAQ Small-Cap Market under the symbol "GBCS". The
reported high and low bid and ask prices for the Common Stock are shown below
for the period from July 1, 1993 through September 30, 1996:
<TABLE>
<CAPTION>
Bid Ask
--- ---
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
1993 Fiscal Year
First Quarter 1 5/8 1 1/8 13/16
Second Quarter 1 9/16 1 1/4 7/8
Third Quarter 2 3/8 11/16 2 11/16 7/8
Fourth Quarter 5 1 15/16 5 1/16 2
1994 Fiscal Year
First Quarter 4 1/16 2 1/2 4 3/16 2 9/16
Second Quarter 3 3/8 2 1/4 3 5/8 2 3/8
Third Quarter 2 9/16 1 15/16 2 11/16 2 1/16
Fourth Quarter 3 3/8 2 1/4 3 5/8 2 3/8
1995 Fiscal Year
First Quarter 2 9/16 1 15/16 2 11/16 2 1/16
Second Quarter 2 5/16 1 2 7/16 1 3/16
Third Quarter 1 5/8 1 1/32 1 23/32 1 1/8
Fourth Quarter 1 5/16 15/32 1 3/8 9/16
1996 Fiscal Year
First Quarter 3/4 13/32 25/32 17/32
Second Quarter 5/8 3/16 11/16 1/4
Third Quarter 13/32 3/16 15/32 7/32
Fourth Quarter 1 11/32 5/16 1 11/32 5/16
1997 Fiscal Year
First Quarter 7/16 7/16 1/2 1/2
</TABLE>
The bid and ask prices of the Company's Common Stock as of September
30, 1996 were 7/16 and 1/2 respectively, as reported on NASDAQ. The prices
represented above are bid and ask prices which represent prices between broker-
dealers and do not include retail mark-ups and mark-downs or any commissions to
the broker-dealer. The prices do not reflect prices in actual transactions.
As of September 30, 1996, there were approximately 917 record owners of the
Company's Common Stock.
The Company's Board of Directors may declare and pay dividends on
outstanding shares of Common Stock out of funds legally available therefor in
its sole discretion; however, to date no dividends have been paid and the
Company does not anticipate the payment of dividends in the foreseeable future.
The Company was obligated to redeem any outstanding shares of Convertible
Preferred Stock on or before May 31, 1995, and the Company is in default on
this obligation with holders of Preferred Stock representing an aggregate
redemption value of $88,500, such holders having not entered into letter
agreements with the Company in May, 1995 as described elsewhere in this report.
(See ITEM 1. DESCRIPTION OF BUSINESS, Financing.)
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------- ---------------------------------------------------------
The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
Report.
LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 1995 COMPARED TO JUNE 30, 1996
- -------------------------------------------------------------------------
The Company is organized as a holding company for several entities
holding gaming-related properties. The independent auditors' report on the
Company's June 30, 1996 consolidated financial statements contains an
explanatory paragraph that discusses certain conditions that raise substantial
doubt about the Company's ability to continue as a going concern. The Company
has recurring operating losses and a working capital deficiency. In addition,
the Company is in default on substantially all of its loan agreements, two of
the Company's properties were relinquished in foreclosure proceedings, and
Casinos U.S.A. has filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management is currently in
the process of renegotiating its current debts in order to extend the
maturities. Also, the Company continually investigates opportunities to
undertake further financings. If these efforts are successful, of which there
can be no assurance, management believes that it will have the necessary
capital to continue operations.
Effective July 15, 1995, the Company exchanged its interest in Global
International and Casino Lazurnaya for an additional interest in BPJ and the
Casino Las Vegas. Through this transaction, the Company now owns 100% of BPJ
and a 61% profits interest in the Casino Las Vegas. The Company received an
additional 33-1/3% interest in BPJ and an additional 12.2% interest in Casino
Las Vegas, a $200,000 note receivable from the third party and a release of a
$45,459 payable. It is not expected that the foregoing acquisition and
disposition of the Company's interests in Global International will have a
material effect upon the Company's working capital, either positively or
negatively.
The Company has experienced a significant decrease in working
capital. The majority of this decline is due to the increase in the current
portion of long-term debt. Substantially all of the Company's long-term debt
is in default and, as such, is classified as a current liability.
Casinos U.S.A. ("Debtor") is currently in default under all of its
secured obligations encumbering the Bull Durham Saloon and Casino. The efforts
of the Company to negotiate restructured terms for the repayment of the secured
obligations were unsuccessful. As a result, on October 18, 1995, Casinos
U.S.A. filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code. Since October 18, 1995, Casinos U.S.A. has continued to
operate the Bull Durham as debtor-in-possession. Under Chapter 11, certain
claims against the Debtor in existence prior to the filing of the Chapter 11
petition are stayed while the Debtor formulates and obtains confirmation of a
Plan of Reorganization. These claims are reflected in the June 30, 1996
balance sheet as "liabilities subject to compromise". Additional claims
(liabilities subject to compromise) may arise subsequent to the filing date
resulting from rejection of executory contracts, including leases, and from the
determination by the court (or agreed to by parties in interest) of allowed
claims for contingencies and other disputed amounts. Claims secured against
the Debtor's assets ("secured claims") also are stayed, although the holders of
such claims have the right to move the court for relief from the stay. Secured
claims are secured primarily by liens on the Debtor's property. On September
4, 1996 the Company filed its Second Amended Plan of Reorganization with the
Bankruptcy Court. The Company anticipates Court approval of its Disclosure
Statement in October 1996. Once the Disclosure Statement has been approved,
the Court will set a hearing date for confirmation of the Company's proposed
Plan of Reorganization.
The Nitro Club was developed and operated by its prior owners as a
gaming casino from February, 1992 until January, 1993, when it ceased
operations due to lack of working capital resulting from unprofitable
operations, and non-renewal of its gaming license due to delinquent filing of
gaming tax reports and payment of gaming taxes. The Gas Light was operated as
a restaurant until 1991, and had never been developed as a gaming casino. On
January 25, 1996 the Company reached an agreement with the first note holder on
the Gas Light property to stay the foreclosure that was initiated by the note
holder. The agreement called for certain monthly payments by the Company to
stay the foreclosure on a month-by-month basis. The Company made the January
and February payments. On March 7, 1996 a second mortgage holder on the Nitro
Club property initiated a foreclosure action. The Company attempted to settle
this obligation. The outstanding principal amount was approximately $40,000.
Since the note holder and the Company were unable to reach an agreement, the
note holder foreclosed and assumed the obligations of the first mortgage
holder. Under the laws of Colorado, the Company had seventy-five days from the
date of the foreclosure sale to redeem the second note holder. Because the
Company was unable to settle the Nitro Club obligations, it ceased to make the
mortgage payments on the Gas Light. The statutory periods within which the
Company had the right to redeem the Gas Light and Nitro Club out of foreclosure
expired in June, 1996.
The Company is in the process of renegotiating its current debts in
order to extend the maturities. Management believes that between anticipated
improvements in casino operating results and debt restructuring, the Company
will have necessary capital to continue operations.
The Company's balance sheet reflects an increase in current assets, a
decrease in total assets, and a deficiency in working capital. Specifically,
during the twelve (12) months ended June 30, 1996, current assets increased
from $923,865 at June 30, 1995, to $1,067,962 at June 30, 1996, an increase of
$144,097 or 15.6%. Increases in cash of $322,378, or 57%, accounts receivable
of $7,822, or 11.8%, interest receivable of $96,782, or 749.6% and which is
classified as subject to cancellation due to Chapter 11 Bankruptcy as of
June 30, 1996. These were offset by decreases in receivables from related
parties of $109,308, or 82.3%, a decrease in restricted cash of $20,985, or
100%, decreases in prepaid and other expenses of $10,965, or 27.1%, and a
decrease in the current portion of notes receivable of $31,935, or 37.3%.
The Company's investment in net property, plant and equipment
declined significantly by $2,925,560, or 35.5%. The decrease is primarily
attributed to recognition of a $1,225,000 impairment on real estate owned by
CGP and subsequent disposition of the assets as a result of foreclosure.
The Company performs an annual assessment to determine whether there
has been an impairment in the carrying values of its land, buildings, equipment
and leasehold and contract rights. In performing this assessment, management
considers available appraisal information, current and projected sales,
operating income, and annual cash flows on an undiscounted basis. If
management determines that an impairment has occurred, an impairment loss is
recognized, based on the difference between the assets' carrying values over
the estimated fair values.
At June 30, 1995, management's assessment of non-operating real
property located in Central City, Colorado, indicated that the carrying value
of $2,300,000 had been impaired. Management's assessment included an
evaluation of actual and listed sales of comparable real estate in the area.
As a result, the carrying value of these assets was reduced by $200,000. At
June 30, 1996, management's assessment of this property included an evaluation
of certain events and circumstances that indicated that the property had become
further impaired. These events and circumstances included a continuing decline
in actual and listed sales prices of comparable real estate in the area, a
general decline during the year in gaming revenues related to similar gaming
properties, the Company's inability to refinance certain debt securing these
properties, and the creditors initiating foreclosure proceedings in the third
quarter. Based on these factors, management determined that the fair value of
the properties approximated the related debt securing these assets, and the
Company recognized an impairment loss of approximately $1,225,000.
Based on its annual review, the Company does not believe that any
impairments have occurred on its other land, buildings, equipment and leasehold
and contract rights.
During 1996, Woodbine and Lincoln relinquished equipment of $35,093
in exchange for the extinguishment of $256,907 of liabilities, which resulted
in an extraordinary gain of $221,814. In addition, the disposition of the
Casino Lazurnaya resulted in a reduction in net property and equipment of
$515,262, depreciation expense for 1996 was $459,815, and the Company sold
assets with a net book value of $6,410, which was offset by $165,709 of asset
purchases.
Current liabilities decreased 71% from $10,103,943 at June 30, 1995,
to $2,890,708 at June 30, 1996. This decrease is comprised of a reduction in
accounts payable of $80,232, accrued expense of $623,202, convertible debt of
$597,500, mandatory redeemable preferred stock of $258,000, related parties
notes payable of $2,721, and current portion of long term debt including debt
in default of $5,651,580. The majority of the decreases in the current portion
of long-term debt of $768,908 were from the return of property, plant and
equipment to secured debt holders in exchange for debt cancellation, and from
reclassification of $5,085,705 of the current portion of long-term debt,
including debt in default, to liabilities subject to compromise.
As a result of the foregoing increase in current assets and decrease
in current liabilities, the Company's working capital deficit decreased
drastically from $(9,180,078) on June 30, 1995, to $(1,822,746) on June 30,
1996, or a 80.1% increase. The current ratio increased from .09 to .37. The
Company continues to face a severe shortage of working capital, and there can
be no assurance that the Company will be able to raise the capital or show the
improvements in operations that would be necessary to overcome the deficit.
During the fiscal year ended June 30, 1996, the Company sold an
aggregate of 281,250 shares of Common Stock pursuant to the exercise of
outstanding Warrants, realizing gross proceeds from the sale of these
securities of $140,639. The majority of the Warrant exercises were undertaken
pursuant to a Registration Statement which was declared effective by the
Securities and Exchange Commission. The Warrant exercises contributed $140,639
to the stockholders' equity of the Company. The Company also issued 90,000
shares of stock, valued at $86,648, to employees of the Company and was able to
negotiate $1,228,504 of debt to accept 1,853,865 shares of Common Stock in
satisfaction of this debt. During the year ended June 30, 1996, the Company
reported a net loss of $(2,011,078). As a result of the foregoing,
stockholders' equity decreased from $3,096,251 on June 30, 1995, to $2,540,964
on June 30, 1996, a decrease of $555,287, or 17.9%.
Effective June 30, 1995, the Company consummated the purchase of
approximately $852,504 promissory notes held by sixteen (16) creditors of
Casinos U.S.A. The promissory notes are secured by a collateral assignment of
an undivided interest in a senior deed of trust against the Bull Durham Saloon
and Casino in Black Hawk, Colorado. In consideration of the assignment of the
notes and collateral security, the Company issued to the Casinos U.S.A. note
holders an aggregate of 1,249,605 shares of Common Stock, valued at $0.75 per
share. Since the transaction was contingent upon the Company filing a
Registration Statement, the notes at June 30, 1995 were shown as debt
outstanding. On December 13, 1995, the Registration Statement was declared
effective and the notes were converted to equity. However, by virtue of the
Company continuing to hold the notes and collateral as a secured creditor of
Casinos U.S.A., the Company has gained a priority over subordinated secured
creditors of Casinos U.S.A. Such priority could have a benefit to the Company
in the event of a foreclosure or forced liquidation of Casinos U.S.A. by junior
lien holders.
As a result of a net loss during the year ended June 30, 1995, of
$(2,036,422), together with non-cash net expenses of $1,156,041 (comprised of
amortization of $366,302, depreciation of $616,188, stock for services of
$23,048, impairment of gaming facility of $200,000, and minority interest of
$(49,497), and increases in operating assets and liabilities totaling $586,231
(primarily due to increases in accounts payable and accrued expenses), at the
year ended June 30, 1995, the Company reported net cash used by operations of
$(294,150). This compares with net cash provided in operations of $722,403 for
the year ended June 30, 1996, based on a net loss of $(2,011,078), non-cash
items of $2,234,386 (comprised of $366,300 of amortization, $459,815 of
depreciation, $86,648 of stock issued for services, provision for uncollectible
receivables of $113,000, impairment of gaming facilities of $1,225,000,
minority interest of $205,437 offset by $(221,814) of gain on extinguishment of
debt and an increase in operating assets and liabilities of $499,095 (comprised
mainly of increases in accounts payable and accrued expenses).
Net cash used by investing activities for the year ended June 30,
1995 was $(541,841). This compares with net cash used by investing activities
of $(264,921) for the year ended June 30, 1996. For the year ended June 30,
1995, the Company used $553,858 for the purchase of equipment and $127,065 for
additions to other assets. This compares to $165,709 for the purchase of
equipment for the year ended June 30, 1996. Offset against this, the Company
received $148,582 of principal payments on its notes receivable for the year
ended June 30, 1995. This compares with principal payments on its notes
receivable of $70,361 and a reduction of other assets of $14,985 for the year
ended June 30, 1996. At June 30, 1996 the Company had proceeds from the sale
of equipment of $3,410. At June 30, 1995 the Company had distribution to
minority interest of $9,500 compared to $187,968 for the year ended June 30,
1996.
Net cash provided by financing activities for the year ended June 30,
1995 was $783,757. This compares with net cash used by financing activities of
$(135,104) for the year ended June 30, 1996. Specifically, cash provided by
financing activities for the year ended June 30, 1995 was $1,187,312, comprised
of $215,500 in loans and $971,812 realized from the exercise of Common Stock
Purchase Warrants and stock offerings. Offsets against the cash provided by
financing activities were promissory note principal reduction payments in the
amount of $403,555. This compares to proceeds from the issuance of Common
Stock of $140,639 for the year ended June 30, 1996. This was offset by debt
payments of $267,743 and payment of $8,000 to retire Mandatory Redeemable
Preferred Stock.
Neither the Company nor any of its subsidiaries have any commercial
bank credit facilities.
SUBSEQUENT EVENTS
- -----------------
In July, 1996, the Company formed a subsidiary, Global Internet
Corporation ("Global Internet"), to explore opportunities to develop and
operate one or more "Web sites" on the World Wide Web, with an initial focus on
entertainment and non-commercial gaming sites. The Agreement calls for Global
Internet to pay DDB $1,300,000 over a nine month period, expected to begin in
October, 1996, to develop the Web sites. Global Internet is investigating
sources of funding which may be either public or private financing or a
combination of both.
On August 1, 1996, the Company entered into a month-to-month
Management and Lease Agreement for a casino project on the Caribbean resort
island of St. Maarten. The agreement calls for monthly lease payments of
$15,000 until a formal lease agreement is finalized, at which time, the monthly
lease payments will increase to $30,000. The Company will manage and lease the
casino property on a month-to-month basis until a formal management and lease
agreement and asset purchase agreement have been executed. Execution of these
agreements are contingent upon the casino's lessor providing the Company with
the casino equipment free and clear of any liens, and government authorities
granting a gaming license to the Company. In order to fund this project, the
Company borrowed $165,000 from an affiliate, which the Company used to
establish the casino's bankroll.
In connection with the foregoing projects, the Company is attempting
to raise $600,000 through a private offering of debt and equity.
Other than the foregoing, Management knows of no other trends, events
or uncertainties that have or are reasonably likely to have a material impact
on the Company's short-term or long-term liquidity.
RESULTS OF OPERATIONS - TWELVE (12) MONTHS ENDED JUNE 30, 1996 COMPARED TO
TWELVE (12) MONTHS ENDED JUNE 30, 1995
- --------------------------------------------------------------------------
A comparison of the results of operations of the Company for the year
ended June 30, 1996 with the results of operations for the year ended June 30,
1995 demonstrates the Company's concentration on improving operating results.
For the year ended June 30, 1995, Lillie's Casino in Deadwood, South Dakota,
Bull Durham Saloon and Casino in Black Hawk, Colorado, Casino Las Vegas in
Bishkek, Kyrgyzstan, Casino Masquerade in Aruba, and Casino Lazurnaya in Sochi,
Russia operated for the entire twelve-month period. In contrast, only the Bull
Durham, Casino Las Vegas and Casino Masquerade operated for the same period in
1996.
Net revenues for the twelve (12) months ended June 30, 1995 were
$7,303,386 based on casino revenues of $7,059,714, revenues from the sale of
food of $243,672. Net revenues for the twelve (12) months ended June 30, 1996
were $7,476,699 comprised of casino revenues of $7,315,497, food and beverage
of $150,743, and other revenues of $10,459.
More specifically, revenues at Casino Las Vegas and Casino Masquerade
increased from $3,810,583 at June 30, 1995 to $5,491,763 at June 30, 1996. It
is believed this increase is a result of marketing efforts. Net revenues in
Sochi, Russia decreased from $1,559,332 at June 30, 1995 to $24,485 at June 30,
1996 due to the Dissolution Agreement. At June 30, 1995, net revenues from
domestic operations were $1,933,471 comprised of $1,648,093 from Bull Durham
and $285,378 from Lillie's and other domestic income at June 30, 1995, compared
to net revenues at June 30, 1996 of $1,958,349 from Bull Durham and $2,102 in
other revenue from domestic operations.
The foregoing changes in operations also resulted in a slight
decrease in operating, general and administrative expenses which decreased from
$7,554,550 for the year ended June 30, 1995 to $6,925,559 for the year ended
June 30, 1996, a decrease of 8.3%. Depreciation decreased 25.4% and
amortization remained flat over the same period reflecting the effect of the
Dissolution Agreement. Total operating expenses increased from $8,853,931 for
the year ended June 30, 1995, to $8,976,674 for the year ended June 30, 1996,
an increase of 1.4% which included a charge to impairment of gaming facilities
of $1,225,000 or 13.6% of total operating expenses.
As a result of the increase in net revenues, and an increase in
operating expenses, losses from operations were reduced 3.2% to a loss of
$(1,499,975) for the year ended June 30, 1996, from a loss of $(1,550,545) for
the year ended June 30, 1995. Interest income increased 49.6% while interest
expense increased 1.2% over the same period. Losses before reorganization
items, minority interest and the extraordinary item were reduced 4.4% to a loss
of $(1,995,006) for the year ended June 30, 1996, from a loss of $(2,085,919)
for the year ended June 30, 1995.
For the year ended June 30, 1996, the Company had net expenses from
reorganization of $(32,449). For the year ended June 30, 1996, the Company
reported minority interest in (income) of subsidiary of $(205,437) compared to
a minority interest in losses of subsidiaries of $49,497 for the year ended
June 30, 1995. For the year ended June 30, 1996, the Company reported an
extraordinary gain on extinguishment of debt of $221,814.
As a result of the foregoing, the Company reported a net loss for the
twelve (12) months ended June 30, 1996 of ($2,011,078), a decrease of 1.2% from
the loss for the year ended June 30, 1995 of $(2,036,422), which translates
into a net loss per share of $(0.18) based on 11,106,706 weighted average
shares outstanding for the year ended June 30, 1996 and a net loss per share of
$(0.22), based on 9,156,894 weighted average shares outstanding for the year
ended June 30, 1995.
Other than the foregoing, management knows of no trends, or other
demands, commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, a material impact on the income and expenses of
the Company.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
- -----------------------------------------
The Financial Accounting Standards Board ("FASB") recently issued
SFAS No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION" ("SFAS No. 123"). SFAS
No. 123 defines a fair-value-based method of accounting for stock-based
employee compensation plans and transactions in which an entity issues its
equity instruments to acquire goods or services from nonemployees. SFAS No.
123 allows entities to measure compensation cost related to employee stock
plans by either using the fair-value-based method or continuing to use the
intrinsic-value-based method prescribed in Accounting Principles Board Opinion
No. 25 "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES" ("APB No. 25"). The
effective date of the Statement is for years beginning after December 15, 1995.
No material financial statement impact from the adoption of SFAS No. 123 is
expected as the Company plans to continue to apply APB No. 25 for its employee
stock plans. The Company has not yet determined when it will adopt SFAS No.
123.
In 1996, the Company adopted SFAS No. 121, "ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF". SFAS
No. 121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used and for long-lived assets and certain identifiable
intangibles to be disposed of. There was no material financial statement
impact from the adoption of SFAS No. 121.
In 1996, the Company also adopted the provisions of SFAS No. 107,
"DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS", which requires the
Company to disclose estimated fair values of its financial instruments, for
which it is practicable to estimate fair values, and SFAS No. 114, "ACCOUNTING
BY CREDITORS FOR IMPAIRMENT OF A LOAN," which addresses the accounting by
creditors for impairment of certain loans. There was no material financial
impact from the adoption of these standards.
ITEM 7. FINANCIAL STATEMENTS
- ------- --------------------
The following financial statements are filed as part of this report:
1. Report of Independent Auditors;
2. Report of Prior Independent Auditors;
3. Audited Balance Sheet as of June 30, 1996;
4. Audited Statements of Operations as of June 30, 1996 and 1995;
5. Audited Statements of Cash Flows for the years ended June 30,
1996 and 1995;
6. Audited Statements of Changes in Stockholders' Equity for the
years ended June 30, 1996 and 1995;
7. Notes to Financial Statements.
All schedules are omitted since the required information is not
present or is not in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements and
notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- ------- ---------------------------------------------------------------
On May 29, 1996, the Company's Board of Directors approved a change
in the Company's certifying accountant. The change was effective May 29, 1996.
The independent accountant who was previously engaged as the
principal accountant to audit the Company's financial statements was Ernst &
Young LLP ("E&Y"). None of E&Y's reports over the past two (2) years contained
any adverse opinion or disclaimer of opinion, or was qualified or modified as
to audit scope, or accounting principles. The reports over the past two (2)
years did include going concern uncertainty paragraphs. There were no
disagreements between the Company and E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
The Company has retained the accounting firm of Gelfond Hochstadt
Pangburn & Co. ("GHP") to serve as the Company's principal accountants to audit
the Company's financial statements. This engagement was effective May 31,
1996. Prior to its engagement as the Company's principal independent
accountant, GHP had not been consulted by the Company either with respect to
the application of accounting principles to a specified transaction or the type
of audit opinion that might be rendered on the Company's financial statements
or any matter which was the subject of any prior disagreement between the
Company and its previous certifying accountant.
<PAGE>
PART III
Part III, Items 9, 10, 11 and 12, are incorporated herein by
reference from the Registrant's definitive proxy statement relating to its
Annual Meeting of Shareholders which will be filed in an amendment within 120
days of June 30, 1996.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
- -------- ------------------------------------------------------
FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as part of this report:
1. Report of Independent Auditors;
2. Report of Prior Independent Auditors;
3. Audited Balance Sheet as of June 30, 1996;
4. Audited Statements of Operations as of June 30, 1996 and 1995;
5. Audited Statements of Cash Flow for the years ended June 30,
1996 and 1995;
6. Audited Statements of Changes in Stockholders' Equity for the
years ended June 30, 1996 and 1995; and
7. Notes to Financial Statements.
EXHIBITS
--------
a. The following Exhibits are filed as part of this Report
pursuant to Item 601 of Regulation S-B:
Exhibit No. Title
- ----------- -----
* 1.0 Articles of Amendment to the Articles of Incorporation dated
June 22, 1994
* 3.1 Amended and Restated Articles of Incorporation
* 3.2 Bylaws
* 3.3 Certificate of Designations, Preferences, and Rights of Series A
Convertible Preferred Stock
* 4.1 Specimen Certificate of Common Stock
* 4.2 Specimen Class A Common Stock Purchase Warrant
* 4.3 Specimen Class B Common Stock Purchase Warrant
* 4.4 Specimen Class C Common Stock Purchase Warrant
* 4.5 Warrant Agreement
* 5.0 Opinion of Neuman & Cobb regarding the legality of the securities
being registered
* 10.1 Selling Agent Agreement
* 10.2 The Casino-Global Venture I Joint Venture Agreement
* 10.3 Assignment of Casino-Global Joint Venture Agreement dated
January 31, 1994
* 10.4 Nonresidential Lease Agreement between Russian-Turkish Joint
Venture Partnership with Hotel Lazurnaya and Global Casino Group,
Inc. dated September 22, 1993
* 10.5 Contract by and between Aztec-Talas-Four Star, Inc. and Global
Casinos Group, Inc. dated April 12, 1993, and Addendum to
Agreement by and between Aztec-Talas-Four Star, Inc., Global
Casinos Group, Inc. and Restaurant "Naryn" dated June 29, 1993.
* 10.6 Agreement and Plan of Reorganization among Silver State Casinos,
Inc., Colorado Gaming Properties, Inc. and Morgro Chemical
Company, dated September 8, 1993, incorporated by reference from
the Company's Current Report on Form 8-K, dated September 20, 1993
* 10.7 Agreement and Plan of Reorganization among Casinos U.S.A., Lincoln
Corporation, Woodbine Corporation and Morgro Chemical Company,
dated October 15, 1993, incorporated by reference from the
Company's Current Report on Form 8-K, dated November 19, 1993
* 10.8 Stock Pooling and Voting Agreement, incorporated by reference from
the Company's Current Report on Form 8-K, dated November 19, 1993
* 10.9 Employment Agreement, dated September 28, 1993, between Morgro
Chemical Company and Nathan Katz, incorporated by reference from
the Company's Current Report on Form 8-K, dated November 19, 1993
* 10.10 Employment Agreement, dated October 15, 1993, between Morgro
Chemical Company and William P. Martindale, incorporated by
reference from the Company's Current Report on Form 8-K, dated
November 19, 1993
* 10.11 Asset Acquisition Agreement by and among Global Casinos, Inc.,
Morgro, Inc. and MDO, L.L.C., dated as of February 18, 1994,
incorporated by reference from the Company's Current Report on
Form 8-K, dated February 18, 1994
* 10.12 Stock Purchase Agreement, dated March 25, 1994, incorporated by
reference from the Company's Current Report on Form 8-K, dated
April 29, 1994
* 10.13 Articles of Incorporation of BPJ Holding N.V., incorporated by
reference from the Company's Current Report on Form 8-K, dated
April 29, 1994
* 10.14 Aruba Caribbean Resort and Casino Lease Agreement, dated
January 18, 1993, incorporated by reference from the Company's
Current Report on Form 8-K, dated April 29, 1994
* 10.15 Aruba Gaming Permit issued to Dutch Hotel and Casino Development
Corporation, incorporated by reference from the Company's Current
Report on Form 8-K, dated April 29, 1994
* 10.16 Letter Agreement between Astraea Investment Management, L.P. and
Global Casinos, Inc. dated May 11, 1994
* 10.17 Guaranty from Global Casinos, Inc. to Astraea Investment
Management, L.P. dated May 19, 1994
* 10.18 Secured Convertible Promissory Note in favor of Global
Casinos, Inc. from Astraea Investment Management, L.P.
dated May 19, 1994
* 10.19 Registration Rights Agreement between Global Casinos,
Inc. and Astraea Investment Management, L.P. dated
May 11, 1994
* 10.20 Employment Agreement, dated July 1,1994 , between Global Casinos,
Inc. and Peter Bloomquist
** 10.21 Letter of Agreement, dated September 16, 1994 between Astraea
Management Services, L.P., Casinos U.S.A., Inc. and Global
Casinos, Inc.
*** 10.23 Letter of Agreement dated June 27, 1995, between Global Casinos,
Inc., Global Casinos International, Inc., Global Casinos Group,
Inc., Broho Holding, N.V., and Kenneth D. Brown individually.
* 23.1 Consent of Neuman & Cobb
* 23.2 Consent of Tanner + Co., Certified Public Accountants
* 23.3 Consent of Schumacher & Bruce, Inc., Certified Public Accountants
* 23.4 Consents of Angell & Deering, Certified Public Accountants for
Casinos U.S.A., Inc., Lincoln Corporation and Woodbine Corporation
* 23.5 Consent of Ernst & Young, independent auditors
________________________________
* Incorporated by reference to the Registrant's Registration Statement on
Form SB-2, Registration No. 33-76204, on file with the Commission on
August 11, 1994.
** Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for year ended June 30, 1994.
*** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 15, 1995.
REPORTS ON FORM 8-K
-------------------
The Registrant did not file any Current Reports on Form 8-K during
the Fourth Quarter ended June 30, 1996.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 1996 AND 1995
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors (Gelfond Hochstadt Pangburn & Co.) . . F-
Report of Prior Independent Auditors (Ernst & Young, LLP) . . . . . . F-
Consolidated Balance Sheet - June 30, 1996 . . . . . . . . . . . . . . F-
Consolidated Statements of Operations - For Year
Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . F-
Consolidated Statements of Stockholders' Equity - For
Years Ended June 30, 1995 and 1995 . . . . . . . . . . . . . . . . . . F-
Consolidated Statements of Cash Flows - For Year
Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . F-
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F-
</TABLE>
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Global Casinos, Inc.
We have audited the accompanying consolidated balance sheet of Global Casinos,
Inc. and subsidiaries as of June 30, 1996, and the related consolidated
statements of operations, shareholders' equity and cash flows for the year then
ended. 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 audit. The 1995 financial statements were audited by
other auditors whose report dated October 6, 1995, on those statements included
an explanatory paragraph describing conditions that raised substantial doubt
about the Company's ability to continue as a going concern.
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 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 audit provides 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 Global Casinos,
Inc. and subsidiaries as of June 30, 1996, and the results of their operations
and their cash flows for the year then ended, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that Global
Casinos, Inc. will continue as a going concern. As more fully described in
Note 1, the Company has recurring operating losses and a working capital
deficiency. In addition, the Company is in default on substantially all of its
loan agreements and a subsidiary of the Company has filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with regard to these matters are also described in Note 1.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of
this uncertainty.
GELFOND HOCHSTADT PANGBURN & CO.
Denver, Colorado
October 2, 1996
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Global Casinos, Inc.
We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of Global Casinos, Inc. and subsidiaries
for the year ended June 30, 1995. 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 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 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations and cash flows of
Global Casinos, Inc. and subsidiaries for the year ended June 30, 1995 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Global
Casinos, Inc. will continue as a going concern. As more fully described in
Note 1, the Company has recurring operating losses and a working capital
deficiency. In addition, the Company is in default on substantially all of its
loan agreements and foreclosure proceedings are pending on two of the Company's
properties. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to
these matters are also described in Note 1. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification
of liabilities that may result from the outcome of this uncertainty.
ERNST & YOUNG LLP
Denver, Colorado
October 6, 1995
<PAGE>
<PAGE>
<TABLE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 30, 1996
<S> <C>
ASSETS
- ------
Current assets:
Cash $ 887,374
Receivables, related parties 23,511
Accounts receivable, net of allowance for
doubtful accounts of $4,000 73,884
Prepaid expenses and other 29,459
Current portion of notes receivable 53,734
-------------
Total current assets 1,067,962
Note and interest receivable, subject to
cancellation due to Chapter 11 Bankruptcy 1,217,588
Land, buildings and equipment:
Land 531,715
Buildings 3,913,510
Equipment 1,998,414
------------
6,443,639
Accumulated depreciation (1,120,353)
-------------
Net land, buildings and equipment 5,323,286
Other assets, net of amortization of $31,002 62,841
Leasehold and contract rights, net of
amortization of $714,124 2,414,276
Notes receivable, net of current portion
including receivables in default 501,659
-------------
Total assets $ 10,587,612
============
</TABLE>
<PAGE>
<PAGE>
<TABLE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 30, 1996
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable, including related
party payables of $143,245 $ 735,437
Accrued expenses 784,817
Accrued interest 231,775
Notes payable, related parties 52,158
Current portion of long-term debt
including debt in default 998,021
Mandatory redeemable convertible
Class A preferred stock, in default 88,500
-------------
Total current liabilities 2,890,708
Liabilities subject to compromise 5,085,705
Long-term debt, less current portion 52,266
-------------
Total liabilities 8,028,679
-------------
Minority interest 17,969
-------------
Commitments and Contingencies
Stockholders' equity:
Class A preferred stock - Convertible nonvoting,
$2 par value:
Authorized - 10,000,000 shares
Issued and outstanding - 688,500 shares 1,251,361
Common stock - $.005 par value:
Authorized - 50,000,000 shares
Issued and outstanding - 12,834,190 shares 64,494
Additional paid-in capital 7,819,454
Accumulated deficit (6,594,345)
-------------
Total stockholders' equity 2,540,964
-------------
Total liabilities and stockholders' equity $ 10,587,612
============
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
<TABLE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For Year Ended June 30,
-----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Revenues:
Casino $ 7,315,497 $ 7,059,714
Food and beverage 150,743 243,672
Other 10,459 -
------------- -------------
7,476,699 7,303,386
------------- -------------
Expenses:
Operating, general and
administrative 6,925,559 7,554,550
Depreciation 459,815 616,188
Amortization 366,300 366,302
Impairment of gaming facility 1,225,000 200,000
Loss on foreign currency - 116,891
------------- -------------
8,976,674 8,853,931
------------- -------------
Loss from operations (1,499,975) (1,550,545)
------------- -------------
Other income (expense):
Interest income 144,952 96,854
Interest expense (639,983) (632,228)
------------- -------------
(495,031) (535,374)
Loss before reorganization items,
minority interest and
extraordinary item (1,995,006) (2,085,919)
------------- -------------
Reorganization items:
Professional fees (32,449) -
------------- -------------
Loss before minority interest
and extraordinary item (2,027,455) (2,085,919)
Minority interest in (income) loss
of subsidiaries (205,437) 49,497
------------- -------------
Loss before extraordinary item (2,232,892) (2,036,422)
Extraordinary item:
Gain on extinguishment of debt 221,814 -
------------- -------------
Net loss $ (2,011,078) $ (2,036,422)
============= =============
Loss per share before
extraordinary item $ (0.20) $ (0.22)
Extraordinary item 0.02 -
------------- -------------
Net loss per share $ (0.18) $ (0.22)
============= =============
Weighted average number
of shares outstanding 11,106,706 9,156,894
========== =========
</TABLE>
See accompanying notes.<PAGE>
<PAGE>
<TABLE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For Years Ended June 30, 1995 and 1996
<CAPTION>
Preferred Stock Common Stock Additional
---------------------- ------------------- Paid-in Accumulated
Shares Amount Shares Amount Capital Deficit Total
--------- ---------- --------- ------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at July 1, 1994 8,416,588 $42,408 $4,259,770 $(2,546,845) $1,755,333
Shares issued upon
exercise of A warrants 675,000 3,375 671,625 675,000
Shares issued upon
exercise of B warrants 65,000 325 129,675 130,000
Shares issued upon
exercise of C warrants 45,000 225 44,775 45,000
Shares issued upon
exercise of D warrants 193,625 968 95,844 96,812
Shares issued for cash 32,500 163 24,837 25,000
Shares issued for services 17,500 88 22,960 23,048
Shares issued in debt
conversion 105,867 529 140,951 141,480
Preferred stock issued 1,233,000 $2,241,000 2,241,000
Loss for the year (2,036,422) (2,036,422)
--------- ---------- ---------- ------- ----------- ------------ -----------
Balances at June 30, 1995 1,233,000 $2,241,000 9,551,080 $48,081 $5,390,437 $(4,583,267) $3,096,251
Shares issued upon
exercise of D warrants 281,250 1,406 139,233 140,639
Shares issued in debt
conversions 1,853,865 9,268 1,219,236 1,228,504
Shares issued for services 180,000 900 85,748 86,648
Shares issued in con-
version of preferred
stock to common stock (544,500) $(989,639) 967,995 4,839 984,800
Loss for the year $(2,011,078) (2,011,078)
--------- ----------- ---------- ------- ----------- ------------ -----------
Balances at June 30, 1996 688,500 $1,251,361 12,834,190 $64,494 $7,819,454 $(6,594,345) $2,540,964
======= ========== ========== ======= ========== ============ ==========
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
<TABLE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For Year Ended June 30,
-----------------------------
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net loss $ (2,011,078) $ (2,036,422)
From continuing operations:
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Gain from extinguishment of debt (221,814) -
Amortization 366,300 366,302
Depreciation 459,815 616,188
Provision for uncollectible
receivables 113,000 -
Stock and warrants issued as
compensation 86,648 23,048
Impairment of gaming facility 1,225,000 200,000
Minority interest 205,437 (49,497)
Changes in operating assets and
liabilities:
Receivables (105,012) (70,465)
Prepaid expenses and other (3,483) 52,874
Accounts payable 65,162 300,474
Accrued expenses and interest 542,428 303,348
------------- -------------
Net cash provided by (used in) operating
activities 722,403 (294,150)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Other assets 14,985 (127,065)
Purchase of equipment (165,709) (553,858)
Proceeds from sale of equipment 3,410
Collections on notes receivable 70,361 148,582
Distributions to minority interest (187,968) (9,500)
------------- -------------
Net cash used in investing activities (264,921) (541,841)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Principal payments on notes (267,743) (403,555)
Borrowings against notes payable 215,500
Proceeds from issuance of common stock 140,639 971,812
Redemption of mandatory preferred stock (8,000) -
------------- -------------
Net cash provided by (used in)
financing activities (135,104) 783,757
------------- -------------
Net increase (decrease) in cash 322,378 (52,234)
Cash at beginning of year 564,996 617,230
------------- -------------
Cash at end of year $ 887,374 $ 564,996
============ ============
Supplemental cash flow information:
Cash paid for interest $ 99,196 $ 602,966
============ ============
/TABLE
<PAGE>
<PAGE>
<TABLE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Supplemental disclosure of non-cash investing and financing activities:
<CAPTION>
For Year Ended June 30,
-----------------------------
1996 1995
------------- -----------
<S> <C> <C>
Debt converted to common stock:
Mandatory redeemable preferred stock
(Note 9) $ 250,000 -
Accrued expenses, related parties
(Note 10) 126,000 -
Notes payable and accrued interest
(Note 6) 852,504 -
Accounts payable - $ 141,480
------------ ----------
$ 1,228,504 $ 141,480
=========== =========
Acquisition of additional interest in
BPJ Holdings, N.V. and Casino Las Vegas
in exchange for the Company's interest
in Casino Lazurnaya (Note 2):
Assets and liabilities exchanged:
Accounts receivable $ (55,753) -
Equipment, net (515,262) -
Leasehold and contract rights (516,832) -
Accrued expenses 17,388 -
Assets acquired and liability released:
Note receivable 200,000 -
Accounts payable 45,459 -
Leasehold and contract rights 825,000 -
------------
$ - -
============
Extinguishment of debt (Note 6):
Liabilities released:
Capital lease obligation 198,778 -
Note payable 38,129 -
Accounts payable 20,000 -
Assets relinquished:
Equipment, net (35,093) -
------------
Extraordinary gain $ 221,814 -
===========
Property foreclosure (Note 4):
Liabilities released:
Notes payable $ 759,532 -
Accounts payable and
accrued expenses 91,789 -
Assets relinquished:
Land and building, net (836,874) -
Miscellaneous current assets (14,447) -
------------
$ - -
============
</TABLE>
See accompanying notes.<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND MANAGEMENT'S PLANS
--------------------------------------------
The accompanying financial statements have been prepared assuming that
Global Casinos, Inc. (the "Company") will continue as a going concern. The
Company has recurring operating losses and a working capital deficiency. In
addition, the Company is in default on substantially all of its loan
agreements. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification
of liabilities that may result from the outcome of these uncertainties.
Management is currently in the process of renegotiating its current debts
in order to extend the maturities, and Casinos U.S.A., Inc., a wholly-owned
subsidiary, has filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code to prevent the foreclosure of its Bull Durham property
(SEE NOTE 3). Management believes that between anticipated improvements in
casino operations and debt restructuring, it will have the necessary capital to
continue operations.
ORGANIZATION AND CONSOLIDATION
------------------------------
Global Casinos, Inc., a Utah corporation, develops and operates gaming
casinos domestically and internationally. At June 30, 1996, the consolidated
financial statements of the Company include the accounts of the following
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
BPJ HOLDINGS N.V. ("BPJ"), a Curacao Limited Liability Company, which
operates the Casino Masquerade on the Caribbean resort island of
Aruba.
CASINOS U.S.A., INC. ("Casinos U.S.A."), a Colorado corporation,
which owns and operates the Bull Durham Saloon and Casino ("Bull
Durham"), located in the limited stakes gaming district in Black
Hawk, Colorado.
GLOBAL CASINOS INTERNATIONAL, INC. ("Global International"), a
Delaware corporation, which through July 15, 1995, owned an 80%
interest in an International Joint Venture ("IJV") which held certain
rights to develop and operate gaming casinos in several international
locations. Through the IJV, the Company opened Casino Lazurnaya in
Sochi, Russia and Casino Las Vegas in Bishkek, Kyrgyzstan. Effective
July 15, 1995, the Company exchanged its interest in Global
International and Casino Lazurnaya for an additional interest in BPJ
and the Casino Las Vegas. Through this transaction, the Company now
owns 100% of BPJ and a 61% profits interest in the Casino Las Vegas
(SEE
NOTE 2).
COLORADO GAMING PROPERTIES, INC. ("CGP"), a Colorado corporation,
which through June, 1996, owned two non-operating real estate
properties, the Nitro Club and Gas Light properties located in
Central City, Colorado (SEE NOTE 4).
LINCOLN CORPORATION ("Lincoln"), a South Dakota corporation, which
operated the Last Chance Saloon ("Last Chance") in Deadwood, South
Dakota under a lease agreement. Last Chance was closed effective
May 31, 1994, and the lease agreement was terminated.
WOODBINE CORPORATION ("Woodbine"), a South Dakota corporation, which
operated Lillie's Casino ("Lillie's") in Deadwood, South Dakota.
Lillie's was closed effective June 30, 1995.
USE OF ESTIMATES IN FINANCIAL STATEMENT PREPARATION
---------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
RECLASSIFICATIONS
-----------------
Certain amounts reported in the 1995 financial statements have been
reclassified to conform to classifications in the 1996 financial statements.
CASH
----
Cash consists of demand deposits and vault cash used in casino operations.
CASINO REVENUES
---------------
In accordance with industry practice, the Company recognizes as casino
revenues the net win from gaming activities, which is the difference between
gaming wins and losses.
PROMOTIONAL ALLOWANCES
----------------------
Food and beverage revenue does not include the retail amount of food and
beverage provided gratuitously to customers which was $105,032 and $145,230 in
1995 and 1996. The cost of food and beverages provided on a complimentary
basis to customers and other promotional allowances are charged to operating
expenses. The cost for such items was $400,966 and $409,228 for the years
ended June 30, 1995 and 1996.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
The Financial Accounting Standards Board ("FASB") recently issued SFAS No.
123, "ACCOUNTING FOR STOCK-BASED COMPENSATION" ("SFAS No. 123"). SFAS No. 123
defines a fair-value-based method of accounting for stock-based employee
compensation plans and transactions in which an entity issues its equity
instruments to acquire goods or services from nonemployees. SFAS No. 123
allows entities to measure compensation cost related to employee stock plans by
either using the fair-value-based method or continuing to use the intrinsic-
value-based method prescribed in Accounting Principles Board Opinion No. 25
"ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES" ("APB No. 25"). The effective date
of the Statement is for years beginning after December 15, 1995. No material
financial statement impact from the adoption of SFAS No. 123 is expected as the
Company plans to continue to apply APB No. 25 for its employee stock plans.
The Company has not yet determined when it will adopt SFAS No. 123.
In 1996, the Company adopted SFAS No. 121, "ACCOUNTING FOR THE IMPAIRMENT
OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF". SFAS No. 121
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used and for long-lived assets and certain identifiable intangibles to
be disposed of. SFAS No. 121 requires an entity to measure an impairment loss
as the amount by which the carrying amount of the asset exceeds the fair value
of the asset. There was no material financial statement impact from the
adoption of SFAS No. 121, as prior to the adoption of SFAS No. 121, the Company
assessed and measured impairment based on management's estimates considering
expected future cash flows of the related assets, and for real property based
on actual sales and listed sales of comparable real estate in the area.
In 1996, the Company adopted SFAS No. 114, "ACCOUNTING BY CREDITORS FOR
IMPAIRMENT OF A LOAN". SFAS No. 114 establishes accounting standards which
address the accounting by creditors for impairment of certain loans. SFAS No.
114 requires that impaired loans that are within the scope of the standard be
measured based on the present value of expected, discounted future cash flows.
There was no material financial statement impact from the adoption of SFAS No.
114, as prior to the adoption of SFAS No. 114, the Company assessed and
measured impairment based on management's estimates, considering expected
future cash flows and assessments by management of the borrowers' financial
condition and the underlying values of collateral.
FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
In 1996, the Company adopted the provisions of SFAS No. 107, "DISCLOSURES
ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS", which requires the Company to
disclose estimated fair values of its financial instruments, for which it is
practicable to estimate fair values. The carrying values of the Company's
current assets and liabilities approximate fair values primarily because of the
short maturity of these instruments. The carrying values of long-term notes
receivable approximate fair values because interest on these notes is similar
to returns management believes are currently available to the Company for
instruments with similar risks. Management is not able to practicably estimate
the fair value of the note and interest receivable subject to cancellation due
to Chapter 11 Bankruptcy and liabilities subject to compromise, as Casinos
U.S.A. is currently in a reorganization proceeding under Chapter 11 and a Plan
of Reorganization has not yet been confirmed (SEE NOTE 3).
LEASEHOLD AND CONTRACT RIGHTS
-----------------------------
Leasehold and contract rights represent the excess of the purchase price
over the net assets of the acquired investments in the Casino Las Vegas and
Casino Masquerade. These costs are amortized over the ten-year term of the
agreements. The Company annually assesses the carrying value of its leasehold
and contact rights as discussed below.
LAND, BUILDINGS AND EQUIPMENT
-----------------------------
Land, buildings and equipment, which include equipment under capital
leases, are carried at cost. Depreciation is computed using the straight-line
method over the estimated useful lives or lease terms. Buildings are
depreciated over 31 years and equipment is depreciated over five to seven
years. The Company's assets held under capital leases consist of certain
gaming and office equipment with an aggregate cost and accumulated depreciation
of $655,145 and $388,200, respectively.
The Company performs an annual assessment to determine whether there has
been an impairment in the carrying values of its land, buildings, equipment and
leasehold and contract rights. In performing this assessment, management
considers available appraisal information, current and projected sales,
operating income, and annual cash flows on an undiscounted basis. If
management determines that an impairment has occurred, an impairment loss is
recognized, based on the difference between the assets' carrying values over
the estimated fair values.
At June 30, 1995, management's assessment of non-operating real property
located in Central City, Colorado, indicated that its carrying value of
$2,300,000 had been impaired. Management's assessment included an evaluation
of actual and listed sales of comparable real estate in the area. As a result,
the carrying value of these assets was reduced by $200,000. At June 30, 1996,
management's assessment of this property included an evaluation of certain
events and circumstances occurring during the current year which indicated that
the property had become further impaired. These events and circumstances
included a continuing decline in actual and listed sales prices of comparable
real estate in the area, a general decline during the year in gaming revenues
related to similar gaming properties, the Company's inability to refinance
certain debt secured by these properties, and the creditors initiating
foreclosure proceedings in the third quarter. Based on these factors,
management determined that the fair value of the properties approximated the
related debt secured by these assets, and the Company recognized an impairment
loss of approximately $1,225,000.
Based on its annual review, the Company does not believe that any
impairments have occurred on its other land, buildings, equipment and leasehold
and contract rights.
INCOME TAXES
------------
Deferred tax assets and liabilities are recognized for the 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 enacted tax
rates expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in the consolidated
statement of operations in the period that includes the enactment date.
LOSS PER SHARE
--------------
Loss per share of common stock is computed based on the weighted average
number of common shares outstanding during the year, including common stock
equivalents resulting from dilutive stock options and warrants. Because of the
Company's net loss, these equivalents are antidilutive.
FOREIGN CURRENCY TRANSACTIONS
-----------------------------
Gaming operations in Kyrgyzstan and Aruba are primarily conducted in U.S.
dollars. As a result, the U.S. dollar is considered the functional currency
for these operations. Payments for payroll and certain other expenses are made
in the local currency. The loss on foreign currency transactions for the year
ended June 30, 1995, related primarily to the operations of the Casino
Lazurnaya, which is no longer owned or operated by the Company. Gains and
losses from foreign currency transactions are included in determining net
earnings and were immaterial for the year ended June 30, 1996.
RISK CONSIDERATIONS
-------------------
Casino Las Vegas and Casino Masquerade (the "Casinos") are located in
Kyrgyzstan and Aruba, respectively; therefore, they are subject to special
considerations and significant risks not typically associated with investments
in North American companies. These include risks associated with, among
others, the political, economic and legal environments and foreign currency
matters, and are described further in the following paragraphs:
a. POLITICAL ENVIRONMENT
---------------------
The Casinos' results may be adversely affected by changes in the
political and social conditions in Kyrgyzstan and Aruba and by
changes in governmental policies with respect to laws and
regulations, inflationary measures, currency conversion and
remittance abroad, and rates and methods of taxation, among other
things. While the Kyrgyzstanian government is expected to continue
its economic reform policies, many of the reforms are new or
experimental and may be refined or changed. It is also possible that
a change in leadership in Kyrgyzstan could lead to changes in
economic policy. The political environment in Aruba has been stable
for a sustained period of time. As a result, the Company does not
anticipate significant risks related to Aruba in the immediate
future.
b. ECONOMIC ENVIRONMENT
--------------------
The economies in Kyrgyzstan and Aruba differ significantly from the
economy in the United States in many respects, including their
structures, levels of development and capital reinvestment, growth
rates, government involvement, resource allocation, self-sufficiency,
rates of inflation and balance of payments positions.
In Kyrgyzstan, the adoption of economic reform policies since 1991
has resulted in a significant reduction in the role of state economic
plans in the allocation of resources, pricing and management of such
assets, and increased emphasis on the utilization of market forces
and growth in Kyrgyzstan's economy. However, such growth has been
uneven among various regions of the country and among various sectors
of the economy. The economic environment in Aruba has remained
stable for a sustained period of time.
c. LEGAL ENVIRONMENT
-----------------
Ownership and operation of casinos in Kyrgyzstan and Aruba are
extensively regulated by local authorities. Each jurisdiction
maintains its separate regulatory environment which requires various
licenses, approvals and certificates to operate in these
jurisdictions. In Kyrgyzstan, considerable progress has been made in
the promulgation of laws and regulations dealing with economic
matters such as corporate organization and governance, foreign
investment, commerce, taxation and trade. This has enhanced the
protection afforded to foreign investors. However, experience with
respect to the implementation, interpretation and enforcement of such
laws is limited. As the Kyrgyzstan legal system develops, the
promulgation of new laws, changes to existing laws and the preemption
of local regulations by national laws may adversely affect foreign
investors, such as the Company.
d. FOREIGN CURRENCY MATTERS
------------------------
The Company is currently able to remit funds from its operations in
Kyrgyzstan and Aruba to the U.S., to meet certain intercompany
obligations, without significant local government approvals,
restrictions or taxation. However, the remittance of funds to the
U.S. for other means (including profit distribution) would be subject
to certain restrictions and taxation. Changes in the local legal and
economic environments may adversely affect the remittance of funds
from the Casinos to the U.S.
2. ACQUISITION OF ADDITIONAL CASINO INTERESTS
------------------------------------------
Effective July 15, 1995, the Company exchanged its 80% interest in Casino
Lazurnaya, valued at approximately $1,070,000 for (a) the remaining one-third
interest in BPJ, (b) an additional 12.2% interest in Casino Las Vegas, and (c)
a $200,000 promissory note receivable from a third party and release of
approximately $45,000 due to the third party. The acquisitions resulted in an
increase in leasehold and contract rights of $825,000, which is being amortized
over the terms of the existing agreements.
The acquisitions of the additional interests have been accounted for as
purchases; and accordingly, the results of operations have been included in the
consolidated statements of operations from the date of the transaction. The
unaudited results of operations on a pro forma basis as though the acquisition
of the additional interests had occurred as of July 1, 1994 and 1995 are as
follows:
<PAGE>
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Revenues $ 7,452,000 $ 5,744,000
Loss before extraordinary item (2,226,000) (1,969,000)
Net loss (2,004,000) (1,969,000)
Loss per share:
Loss before extraordinary item (.20) (.22)
Net loss (.18) (.22)
</TABLE>
As a result of the transaction, effective July 15, 1995, the Company has a
100% interest in BPJ and a 61% interest in Casino Las Vegas.
3. BANKRUPTCY OF CASINOS U.S.A.
----------------------------
Casinos U.S.A. ("Debtor") is in default under all of its secured
obligations encumbering the Bull Durham. The efforts of the Company to
negotiate restructured terms for the repayment of the secured obligations were
unsuccessful. As a result, on October 18, 1995, Casinos U.S.A. filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code.
Since October 18, 1995, Casinos U.S.A. has continued to operate the Bull Durham
as debtor-in-possession. Under Chapter 11, claims against the Debtor in
existence prior to the Chapter 11 filing of the petition are stayed while the
Debtor formulates and obtains confirmation of a Plan of Reorganization. These
claims are reflected in the June 30, 1996 balance sheet as "liabilities subject
to compromise". Additional claims (liabilities subject to compromise) may
arise subsequent to the filing date resulting from rejection of executory
contracts, including leases, and from the determination by the court (or agreed
to by parties in interest) of allowed claims for contingencies and other
disputed amounts. Claims secured against the Debtor's assets ("secured
claims") also are stayed, although the holders of such claims have the right to
move the court for relief from the stay. Secured claims are secured primarily
by liens on the Debtor's property. On September 4, 1996, the Company filed its
Second Amended Plan of Reorganization with the Bankruptcy Court. The Company
anticipates Court approval of its Disclosure Statement in October 1996. Once
the Disclosure Statement has been approved, the Court will set a hearing date
for confirmation of the Company's proposed Plan of Reorganization.
The Plan of Reorganization as currently proposed calls for secured real
estate debt to be reduced from $4,064,720 to $2,120,000, after the cancellation
of a $1,107,896 note receivable due from one of the mortgage holders (SEE
NOTE 5). The $2,120,000 will be comprised of a first mortgage of $1,012,874
bearing interest at 7% and a second mortgage of $1,107,126 bearing interest at
9.2%. The mortgages shall be amortized over 30 years with balloon payments due
seven years after plan confirmation. Secured equipment debt is $403,976 and
the plan as currently proposed calls for it to be reduced to $233,200, payable
at the interest rate of 10% with 35 monthly payments of $6,000 and one balloon
payment of unpaid principal and interest.
The Debtor currently has $617,009 of unsecured debt. The plan calls for
unsecured debt to be reduced to $361,900, with a payment of $227,000 upon
confirmation of the plan and the remainder to be paid in the form of notes over
seven years with no interest.
If the current Plan of Reorganization is approved and confirmed without
significant revision, the Company would recognize an extraordinary gain on the
extinguishment of debt of approximately $1,300,000. However, until the Plan of
Reorganization is approved and confirmed, there is no assurance that the
Company will be able to recognize such a gain.
In August, 1996, the Debtor determined that there was insufficient
collateral to cover the interest portion of scheduled payments on pre-petition
debt obligations. This determination was based on the Company's evaluation of
the future operations of the property and an independent appraisal of the
property in connection with preparing the Plan of Reorganization. Contractual
and recorded interest on the Casinos U.S.A. obligations amounted to $350,624
and $477,489 for the years ended June 30, 1995 and June 30, 1996, respectively.
Beginning in August 1996, the Company discontinued recording interest expense
on the Casinos U.S.A. obligations in excess of the amounts expected to be paid
under the Plan of Reorganization.
Condensed financial information for Casinos U.S.A. is as follows:
<TABLE>
<CAPTION>
June 30, 1996
-------------
<S> <C>
BALANCE SHEET INFORMATION:
Current assets $ 459,363
Net land, buildings and equipment 4,048,618
Note and interest receivable, subject to
cancellation 1,217,588
Intercompany receivables 212,063
------------
Total assets $ 5,937,632
===========
Accrued expenses, not subject to
compromise, all current 50,884
Liabilities subject to compromise:
Secured claims 4,941,248
Unsecured priority and non-priority claims 144,457
Intercompany liabilities 1,368,148
------------
Total liabilities 6,504,737
Shareholder's deficit (567,105)
------------
$ 5,937,632
===========
</TABLE>
<TABLE>
<CAPTION>
Year ended Year ended
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
OPERATING INFORMATION:
Revenues $ 1,958,349 $ 1,648,093
Operating expenses 1,712,996 1,563,772
------------ ------------
Income from operations 245,353 84,321
Interest income 96,781 80,813
Interest expense (477,489) (350,624)
Reorganization items (32,449) -
------------ ------------
Net Loss $ (167,804) $ (185,490)
============ ============
</TABLE>
<PAGE>
Liabilities subject to compromise consist of the following:
<TABLE>
<S> <C>
Mortgages payable to individuals, interest rates
ranging from 7% to 10%, principal and interest
payments payable monthly with maturities from
1996 to 2001; the notes are collateralized by
deeds of trust on real estate; in default $ 3,257,170
Notes to a partnership, interest at 15%; secured
by a first deed of trust on real estate,
originally due October 1994; in default 672,550
Notes bearing interest at 30%, collateralized by a
second deed of trust on real estate. The
collateral of the notes are due 1999, in default 110,000
Notes bearing interest at 7%, collateralized by
assignment of deed of trust on real estate,
notes are due 1999, in default 25,000
Capital lease obligations in default 403,976
Other liabilities subject to compromise
consisting primarily of interest,accounts
payable and accrued expenses, of which
$144,457 are unsecured 617,009
------------
$ 5,085,705
============
</TABLE>
4. COLORADO GAMING PROPERTIES FORECLOSURE
--------------------------------------
In March 1996, creditors of Colorado Gaming Properties, which held notes
secured by the Nitro Club and Gas Light properties located in Central City,
Colorado, commenced foreclosure proceedings on these properties. The Company
was unsuccessful in its attempts to renegotiate the terms of the debt, and the
statutory periods within which the Company had the right to redeem the Nitro
Club and Gas Light out of foreclosure expired in June 1996. As a result, the
foreclosure sales occurred in June 1996. The carrying value of the assets
foreclosed upon of approximately $851,000, after recognition of a $1,225,000
impairment loss as discussed in Note 1, approximated the carrying value of the
debt extinguished.
5. NOTES RECEIVABLE
----------------
At June 30, 1996, the Company has a note receivable, subject to
cancellation due to Chapter 11 Bankruptcy. The original terms and balance at
year-end are as follows:
<TABLE>
<S> <C>
7% note receivable secured by a first
deed of trust on gaming real estate,
monthly principal and interest payments
of $8,993 until June 21, 1999, at which
time the unpaid balance is due in full;
through agreements between the parties,
the maker of the note renders payments
to third parties on behalf of the Company;
in default and subject to cancellation due
to Chapter 11 Bankruptcy $ 1,107,896
===========
At June 30, 1996, other notes receivable consist of the following:
6.5% secured note receivable, monthly interest
and principal payments of $6,569 until
January 2009, at which time the unpaid
balance is due; the note is secured
by a deed of trust on real property,
fixtures and improvements $ 410,393
Non-interest bearing secured note, due
December 1995, in default; the note
is secured by 200,000 shares of the
Company's common stock 200,000
Allowance for doubtful receivables (55,000)
------------
555,393
Less current portion (53,734)
------------
$ 501,659
===========
</TABLE>
The allowance for doubtful receivables is maintained at estimated amounts
necessary to cover losses on receivables based on management's assessment of
the borrowers' financial condition and the underlying value of collateral.
During the year ended June 30, 1996, the Company established the allowance for
doubtful receivables of $55,000. Management also periodically evaluates
receivable balances to determine if impairments are evident based on available
information and events.
6. LONG-TERM DEBT
--------------
At June 30, 1996, long-term debt consists of the following:
<TABLE>
<S> <C>
Unsecured payables to third parties, interest
at 10%, originally due in 1993, in default $ 125,000
Mortgage payable to a third party, collateralized
by real estate, interest at 10%, semiannual
payments with maturity in 2000 66,554
Unsecured loans to a third party, interest at 15%,
originally due in 1994, in default 108,733
Secured convertible note, interest at 9%, payments
of interest only due quarterly; principal and
unpaid interest due May 1999; the note is
collateralized by a profits-interest in the
Bull Durham, and is convertible in whole or in
part at the option of the holder at any time
prior to its maturity to common stock at a
conversion price of $3.00 per share, in default 750,000
------------
1,050,287
Less current portion, including debt in default (998,021)
------------
$ 52,266
===========
</TABLE>
Scheduled maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
Year ending
June 30
-----------
<S> <C>
1997 $ 998,021
1998 15,752
1999 17,367
2000 19,147
-----------
Total $ 1,050,287
==========
</TABLE>
In 1996, the Company entered into various agreements, which resulted in
the extinguishment of certain debt in exchange for assets securing the debt or
for accelerated payments on the debt. The transactions resulted in an
extraordinary gain from debt extinguishment of $221,814.
Effective December 13, 1995, the Company purchased promissory notes held
by creditors of Casinos U.S.A. with principal and interest owing of $597,500
and $255,004, respectively. The promissory notes were secured by a collateral
assignment against the Bull Durham. In consideration of the assignment of the
notes and collateral security, the Company issued to the Casinos U.S.A. note
holders an aggregate of 1,249,605 shares of common stock, valued at $0.75 per
share.
7. INCOME TAXES
------------
The Company and its subsidiaries are subject to income taxes on income
arising in, or derived from the tax jurisdictions in which they are domiciled.
BPJ is subject to Aruban tax provisions which provide for utilization of prior
years cumulative net operating losses to offset current and future taxable
income. At June 30, 1996, the Company has net operating loss carryforwards
related to its Aruban operations of approximately $700,000, which have no
expiration date.
Under the Foreign Investment Act of Kyrgyzstan, qualified joint ventures
are exempt from income tax for a two-year period, beginning in the first year
of operations. Thereafter, income is subject to tax. The two-year tax exempt
period expires in 1998.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the deferred tax assets at June 30, 1996, are as follows:
<TABLE>
<S> <C>
Deferred tax assets:
Compensated absences and other
reserves $ 33,000
Net operating loss carryforwards 2,675,000
------------
Total gross deferred tax assets 2,708,000
Valuation allowance (2,708,000)
------------
Net deferred tax assets $ -
============
</TABLE>
The valuation allowance increased by $838,000 during the year. The
reconciliation between the statutory federal tax rate and the effective tax
rate as a percentage is as follows:
<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Statutory federal income tax rate 34% 34%
Effect of net operating loss not utilized (34) (34)
------ ------
- % - %
====== ======
</TABLE>
At June 30, 1996, the Company has available domestic net operating loss
carryforwards of approximately $8,123,000 expiring in years 2008 through 2011
as follows:
<TABLE>
<CAPTION>
Year Operating Loss
---- --------------
<S> <C> <C>
2008 1,455,000
2009 2,707,000
2010 1,793,000
2011 2,168,000
-----------
$8,123,000
===========
</TABLE>
Of these losses, $1,455,000 is attributable to Casinos U.S.A. and can only
be used to offset future taxable income of Casinos U.S.A. Additionally,
Casinos U.S.A. net operating loss carryforwards may be subject to further
limitations imposed as a result of the change in ownership resulting from the
acquisition.
8. COMMITMENTS AND CONTINGENCIES
-----------------------------
OPERATING LEASES
----------------
The Company leases the Casino Masquerade facility under an operating lease
that expires in December, 2002, with an option to renew for 10 years. Until
December, 1995, rent expense was based solely upon a percentage of casino win,
adjusted for certain gaming taxes and license fees. Rental expense under this
agreement was $293,439 for the year ended June 30, 1995. In December, 1995,
the Company reached an agreement to modify the terms of the lease whereby
beginning January 1, 1996, rent expense is calculated as $400,000 per year plus
15% of the adjusted, annual casino win over $4,000,000. Rent expense for the
year ended June 30, 1996 was $370,558.
The Company leases the Casino Las Vegas facility from the minority joint
venture partner ("JVP") in the Casino Las Vegas. The Company pays 39% of the
net casino profits, as defined, to the JVP until the Company has recouped its
original investment plus interest, at which time the Company will pay 50% of
the net casino profits to the JVP. In addition, the Company has an agreement
with an unrelated entity whereby after the Company has received $500,000 in
profits, it shall pay 10% of its share of the net profits to this entity.
During the year ended June 30, 1995, the Company entered into a
noncancelable operating lease for corporate office space expiring in September,
1999, as well as various operating leases for equipment. Lease expense was
$17,632 and $41,088 for the years ended June 30, 1995 and 1996, respectively.
Future minimum lease payments, by year and in the aggregate, under non-
cancelable operating leases with initial or remaining terms of one year or more
consist of the following (exclusive of contingent rentals):
<TABLE>
<S> <C> <C>
1997 $ 445,084
1998 441,088
1999 410,272
2000 400,000
2001 400,000
Thereafter 200,000
------------
$ 2,296,444
===========
</TABLE>
SEC MATTER
----------
During 1995 and 1996, the Company and various officers and directors of
the Company received requests for information from the U.S. Securities and
Exchange Commission ("SEC") related to an investigation initiated by the SEC
during 1994 into various matters, including certain transactions in securities
by the Company and one of its officers and directors. As of June 30, 1996,
neither management of the Company nor the Company's legal counsel have been
informed of the results, if any, of the SEC's investigation or of any timetable
for the SEC to complete its investigation. Management is unable to predict
what, if any, effect the outcome of this matter will have on the financial
position of the Company.
ARUBAN CONTROLLER COSTS
-----------------------
The Aruban government provides "Government Controllers" for each gaming
property operating in the country. The Aruban government recoups the expenses
of these controllers through a charge per square meter of casino space. The
Casino Masquerade and other Aruban casinos are disputing the charges. The
Company has paid all government controller costs it believes are due through
December 31, 1994. It has accrued controller costs through June 30, 1996 at
the same rate paid as of December 31, 1994. The Aruban casinos argue that the
rate charged by the government exceeds the cost of providing the controllers.
The difference in the rate charged by the government and accrued by the Company
is approximately $113,000.
9. STOCKHOLDERS' EQUITY
--------------------
MANDATORY REDEEMABLE PREFERRED STOCK
------------------------------------
In June 1994, the Company issued 1,406,250 units comprised of one share of
Series A Redeemable Convertible Preferred Stock with a mandatory redemption
date of May 31, 1995 and one-half Class D Common Stock Purchase Warrant with an
exercise price of $3.00 per share. The redemption price of $2.00 per share is
subject to adjustment for certain events such as splits and dividends. Holders
of the Redeemable Convertible Preferred Stock have the option to convert each
share of the preferred stock into one share of the Company's Common Stock. On
May 31, 1995, holders of 1,233,000 shares of the Company's Series A Preferred
Stock agreed to waive the mandatory redemption in consideration of a lower
conversion price, from $2,00 to $1.125 per share, approximately 1.778 shares of
common stock for each share of preferred stock, and a reduction in the exercise
price of 616,500 D Warrants from $3.00 per share to $.50 per share, if
exercised on or before June 30, 1995, and $1.75 per share, if exercised after
June 30, 1995.
The foregoing modifications are applicable only to shares of Preferred
Stock and D Warrants owned by holders who voluntarily agreed to such
modifications. In June, 1996, the holder of 125,000 shares of Mandatory
Redeemable Preferred Stock in default agreed to convert the preferred shares
into Common Stock at a conversion of $1.125 per share; provided, however, that
the Company issue additional shares of Common Stock to reduce the conversion
price to $1.00 per share depending upon the public trading price of the Common
Stock over a 90-day period, and provided that the holder waive all interest
accrued and accept no reduction in the exercise price of D Warrants. At
June 30, 1996, 44,250 shares of Redeemable Convertible Preferred Stock remain
outstanding, and the Company remains in default on its mandatory redemption
obligation.
WARRANTS
--------
The Company's Class A, B and C warrants expired on December 31, 1995. At
June 30, 1996, the Company has outstanding 141,625 Class D warrants,
exercisable at $1.75 per share, and 86,625 Class D warrants exercisable at
$3.00 per share. During 1995 and 1996, 193,625 and 281,250 D Warrants,
respectively, were exercised at $0.50. The Class D warrants expire in May
1997. Prior to 1995, the Company issued to an underwriter a warrant to
purchase 28,125 units at an exercise price of $2.40 per unit. This warrant
expires in April 1999.
10. RELATED PARTIES
---------------
At June 30, 1996, the Company had receivables from employees and officers
of $23,511 and unsecured 12% notes payable to officers, shareholders and
directors of $52,158, due on demand. In 1995, the Company owed directors and
officers $115,000 plus accrued interest, which was exchanged for common stock
of the Company at $0.75 per share. As of and for the year ended June 30, 1996,
the Company incurred legal fees of $64,120, and has accrued $132,557 to firms
of which certain directors of the Company are employed. During 1996, the
Company converted $126,000 of accrued salaries due to officers and directors of
the Company into common stock valued at $0.50 per share.
In consideration of services performed by certain employees, officers and
directors of the Company during 1995 and 1996, the Company issued 17,500 and
180,000 shares of common stock and recorded compensation expense of $23,048 and
$86,648 for the years ended June 30, 1995 and 1996, respectively, based on the
market price of the Company's common stock on the dates of issuance.
11. STOCK INCENTIVE PLAN
--------------------
The Company has a Stock Incentive Plan (the "Incentive Plan"), that allows
the Company to grant incentive stock options and/or purchase rights
(collectively "Rights") to officers, employees, former employees and
consultants of the Company and its subsidiaries. In October, 1995, the Company
granted 810,000 options to purchase common stock at a weighted average exercise
price of $0.50 per share, of which 380,000 are subject to future vesting
requirements. In October, 1995, the Company granted 900,000 options to be
divided among four of its directors, which entitle the directors to purchase
common stock at a weighted average exercise price of $0.50 per share. Of the
900,000 options, 600,000 are subject to future vesting requirements. The
options expire five years from the date of grant.
12. FOREIGN AND DOMESTIC OPERATIONS
-------------------------------
The Company owns, operates, and develops domestic and international casino
projects in several geographical areas. The following table sets forth
financial information for the Company's foreign and domestic segments as of and
for the years ended June 30, 1995 and 1996:
<PAGE>
<TABLE>
<CAPTION>
Kyrgyzstan Russia * Aruba Domestic Total
---------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
1995
- ----
Net revenue $ 358,531 $1,559,332 $3,452,052 $ 1,933,471 $ 7,303,386
Depreciation 50,150 133,130 137,208 295,700 616,188
Amortization 3,000 16,900 67,500 278,902 366,302
Income (loss) from
operations 36,816 (59,118) (25,246) (1,502,997) (1,550,545)
Identifiable assets 333,431 1,267,224 1,754,199 9,981,849 13,336,703
Capital expenditures 33,885 37,662 402,557 79,754 553,858
1996
- ----
Net revenue 1,033,123 24,485 4,458,640 1,960,451 7,476,699
Depreciation 59,675 158,140 242,000 459,815
Amortization 3,000 67,500 295,800 366,300
Income (loss) from
operations 402,832 (6,639) 504,530 (2,400,698) (1,499,975)
Identifiable assets 293,010 1,804,676 8,489,926 10,587,612
Capital expenditures 12,858 117,190 35,661 165,709
* The Casino Lazurnaya operations ceased, effective July 15, 1995.
</TABLE>
13. SUBSEQUENT EVENTS
-----------------
In July, 1996, the Company formed a subsidiary, Global Internet
Corporation ("Global Internet"), to explore opportunities to develop and
operate one or more "Web sites" on the World Wide Web, with an initial focus on
entertainment and non-commercial gaming sites. On July 24, 1996, Global
Internet entered into a Web Site Development and Maintenance Agreement (the
"Agreement") with DDB Needham Interactive Communications ("DDB"). The
Agreement calls for Global Internet to pay DDB $1,300,000 over the initial Web-
site development phase, which is expected to begin in October 1996, and last
nine months. Due to regulatory concerns with its domestic license, the Company
anticipates distributing the majority of the Global Internet shares to
shareholders of Global Casinos, Inc.
On August 1, 1996, the Company entered into a month-to-month Management
and Lease Agreement for a casino project on the Caribbean resort island of St.
Maarten. The agreement calls for monthly lease payments of $15,000 until a
formal lease agreement is finalized, at which time, the monthly lease payments
will increase to $30,000. The Company will manage and lease the casino
property on a month-to-month basis until a formal management and lease
agreement and asset purchase agreement have been executed. Execution of these
agreements are contingent upon the casino's lessor providing the Company with
the casino equipment free and clear of any liens, and government authorities
granting a gaming license to the Company. In order to fund this project, the
Company borrowed $165,000 from an affiliate, which the Company used to
establish the casino's bankroll.
In connection with the foregoing projects, the Company is attempting to
raise $600,000 through an offering of 600 Units ("Units"), each Unit consisting
of one (1) eight percent (8%) $1,000 Convertible Promissory Note ("Promissory
Note"), 2,000 Class E Common Stock Purchase Warrants ("E Warrants"), 2,000
Class F Common Stock Purchase Warrants ("F Warrants"), and 2,000 Class G Common
Stock Purchase Warrants ("G Warrants"). The Promissory Note is convertible to
common stock at $0.50 per $1.00 loaned. The Class E Warrants, F Warrants and G
Warrants are exercisable at $0.60, $0.70 and $0.80, respectively.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL CASINOS, INC.
Date: 10/15/96 By: /s/ Stephen G. Calandrella
---------------- -----------------------------
Stephen G. Calandrella
Interim Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Position Date
- --------- -------- ----
/s/ William P. Martindale Chairman of the Board 10/15/96
- --------------------------- --------
William P. Martindale
/s/ Stephen G. Calandrella Interim Chief Executive 10/15/96
- ---------------------------- Officer, Director --------
Stephen G. Calandrella
/s/ Gerald Jacobs Director 10/15/96
- --------------------------- --------
Gerald Jacobs
/s/ Pete Bloomquist Chief Financial Officer, 10/15/96
- --------------------------- Chief Accounting --------
Pete Bloomquist Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 887,374
<SECURITIES> 0
<RECEIVABLES> 97,395
<ALLOWANCES> (4,000)
<INVENTORY> 0
<CURRENT-ASSETS> 1,067,962
<PP&E> 6,443,639
<DEPRECIATION> (1,120,353)
<TOTAL-ASSETS> 10,587,612
<CURRENT-LIABILITIES> 2,890,708
<BONDS> 0
88,500
1,251,361
<COMMON> 64,494
<OTHER-SE> 1,225,109
<TOTAL-LIABILITY-AND-EQUITY> 10,587,612
<SALES> 7,476,699
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<EXTRAORDINARY> 221,814
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<NET-INCOME> (2,011,078)
<EPS-PRIMARY> (.18)
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</TABLE>
