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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-3
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
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
5373 North Union Blvd, Suite 100, Colorado Springs, Colorado 80918
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(Address of Principal Offices) (Zip Code)
Registrant's telephone number, including area code: (719) 590-4900
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 $0.05
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(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 [ ]
No [X ]
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. [ X ]
The Registrant's revenues for the year ended June 30, 1998 were $11,524,348.
As of November 1, 1998, 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 $1,815,424.
As of November 1, 1998, 1,504,519 shares of Common Stock of the Registrant
were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
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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.
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;
10. Incorporated by reference from Casinos U.S.A., Inc.'s Corrected
Second Amended Disclosure Statement, dated September 16, 1996, as
filed with the Commission on October 31, 1996;
11. Incorporated by reference from the Company's Current Report on Form
8-K, dated August 1, 1997, as filed with the Commission on August
14, 1997;
12. Incorporated by reference from the Company's Current Report on Form
10KSB, dated October 7, 1997, as filed with the Commission on
October 14, 1997;
13. Incorporated by reference from the Company's Amended Report on Form
8-K, dated October 7, 1997, as filed with the Commission on October
14, 1997; and
14. Incorporated by reference from the Company's Current Report on Form
8-K, dated June 11, 1998, as filed with the Commission on June 15,
1998; as Amended June 11, 1998, and filed with the Commission on
July 7, 1998.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
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 and operating casinos, gaming properties and
other related interests.
History
Global Casinos, Inc. was organized under the laws of the State of Utah on June
8, 1978. From 1978 until February, 1994, it manufactured and marketed under
the name Morgro Chemical Company a line of garden fertilizers and chemicals,
as well as a retail ice melter. The Company embarked on a change in business
strategy to pursue gaming activities in lieu of continued operations as a
chemical company. As such, existing business operation and prior management
was incompatible with the new direction of the Company. As discussed in
detail below, the business assets and liabilities of the chemical operations
were sold to the prior management group in early, 1994.
In the fall of 1993, the Company embarked upon a 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 owned two real estate
properties located in the limited stakes gaming district in Central City,
Colorado. The properties, The Nitro Club and The Gas Light, were never
operational under the Company, and were foreclosed upon in June, 1996.
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 exchange for 253,500
of the Company's common stock. Casinos U.S.A. owns and operates the Bull
Durham Saloon and Casino ("Bull Durham") located in Black Hawk, Colorado.
Lincoln and Woodbine operated the Last Chance Saloon and Lillie's,
respectively, both located in Deadwood, South Dakota. The Company permanently
closed the Last Chance Saloon on May 31, 1994 and Lillie's on June 30, 1995
due to unprofitable operations.
There was no business relationship between Casinos U.S.A. and CGP prior to the
acquisition of both corporations by the Company.
The Company also acquired Casinos U.S.A.'s 80% interest in an international
joint venture ("IJV"), which it operated through a newly formed subsidiary,
Global Casinos International, Inc. ("Global International"). Global
International developed and operated Casino Lazurnaya located in the four-star
Hotel Radisson Lazurnaya in Sochi, Russia, and Casino Las Vegas located on the
second floor of the Restaurant Naryn in Bishkek, Kyrgyzstan.
In February 1994, the Company sold all of the assets, subject to all of the
liabilities, of Morgro Chemical Company to a management group. 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 cash a 66-
2/3% interest in Global Entertainment Group, Inc. N.V. ("Global
Entertainment"). Global Entertainment is a holding company which, through BPJ
Holdings N.V., its wholly-owned subsidiary, owns and operates Casino
Masquerade located in the Radisson Aruba Resort and Casino on the Caribbean
island of Aruba, Netherlands Antilles. The Company utilized the proceeds from
its $2,812,500 Convertible Note Private Placement in May, 1994 to close on the
acquisition of the Global Entertainment acquisition.
Effective July 15, 1995, the IJV was dissolved. IJV was a joint venture
between the Company subsidiary, Global International, (80% interest) and an
unrelated third party, Global Casino Group, Inc. ("Casino Group") (20%
interest). Pursuant to the dissolution agreement, Global International
assigned its interest in the Casino Lazurnaya to Casino Group. In exchange,
Global International received Casino Group's 61% profit interest in Casino Las
Vegas; the remaining 33-1/3% interest in Casino Masquerade; and a promissory
note in the amount of $200,000, secured by 20,000 shares of Global Casinos
common stock.
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. The Company loaned $325,000 to Global Internet
in exchange for a 10% promissory note, and provided approximately $60,000 in
working capital advances. Subsequently, management became aware that Internet
gaming could impair the Company's Colorado state gaming license and
consequently initiated actions to divest itself of its investment in Global
Internet. The Company entered into negotiations with First Entertainment,
Inc. ("FEI") to acquire the Company's investment in Global Internet.
The Company and FEI entered into an agreement in May 1997 whereby the Company
sold 1,500,000 of its 1,750,000 common shares of Global Internet, in exchange
for 1,500,000 FEI warrants. The warrants allow the Company to purchase
1,500,000 shares of FEI common shares at $1.25 per share for a period of five
years. The Company also sold its convertible promissory note, advances and
interest receivable of $375,000 for 30,000 shares of FEI Class B Preferred
Stock with a face value of $12.50 per share, convertible into FEI common
shares at $1.25 per share.
FEI is a thinly capitalized and thinly traded public entity, which raised
management's concerns about the Company's ability to realize its investment in
Global Internet. Consequently management determined that it would be
appropriate for the Company to fully expense its investment in Global Internet
during the quarter ended June 30, 1997.
Effective August 1, 1996, the Company, through its wholly-owned subsidiary,
Global Pelican, entered into a cancelable Management and Operating Lease
Agreement (the "Pelican Agreement") with a third party, whereby Global Pelican
agreed to lease and operate the Pelican Casino, located on the island of St.
Maarten. The original term of the lease was for five years, with options to
renew for three additional five-year terms. The Pelican Agreement provided
that Global Pelican would also purchase the equipment utilized at the casino
for $225,000 in exchange for a note payable, subject to the owner providing
clear title to the equipment. The Pelican Agreement states that until the
equipment liens and encumbrances are released, Global Pelican has the right to
terminate the Pelican Agreement. At June 30, 1998, the equipment remains
subject to liens and encumbrances, and Global Pelican is renegotiating the
lease and equipment purchase with the lessor.
On August 1, 1997, the Company, through its wholly-owned subsidiary, Global
Alaska, acquired all the outstanding shares of stock of Alaska Bingo Supply
("ABS"). ABS is located in Anchorage, Alaska, and is primarily engaged in the
distribution of a full line of bingo related products. The purchase price of
$4,400,000 consisted of $400,000 cash and a $4,000,000 8% convertible
promissory note collateralized by shares of ABS common stock held by the
Company.
In order to fund the acquisition, the Company borrowed $350,000 from third
parties and $75,000 from a related party. The promissory notes are
collateralized by a note receivable of the Company. Interest on $200,000 of
the promissory notes, which were paid in full during fiscal year 1998, was at
24% and interest on the remaining $225,000 (including the related party note)
is at 12%. The remaining notes were due April 1998, but were extended through
February 1999.
Effective March 31, 1998, the remaining principal balance due under the
$4,000,000 promissory note of $3,853,290 and accrued interest of $15,202 were
converted into (i) 340,329 shares of the Company's Series B Convertible
Preferred Stock ("Series B Preferred Stock), and (ii) a convertible promissory
note in the principal amount of $450,000 (the "Second Note") due in September
2004 and bearing interest at 8%. Principal payments on the Second Note do not
commence until all the shares of the Series B Preferred Stock have been
redeemed. Each share of Series B Preferred Stock is convertible, at the
option of the holder, into one share of the Company's common stock at any time
commencing the earlier of (i) one year from the date of issue or (ii) upon the
effective date of a registration statement registering the shares of the
Company's common stock issuable upon such conversion for sale. No more than
311,550 shares of common stock may be converted without the approval of the
Company's shareholders.
The Company has the option, but not the obligation, to redeem all or any
portion of the Series B Preferred Stock at a redemption price of $10.00 per
share. Holders of the Series B Preferred Stock are entitled to receive an
annual dividend payable at the rate of 8% per annum. For the year ended June
30, 1998, the Company redeemed 11,151 shares of Series B Preferred Stock and
paid $54,166 of dividends.
In January 1998, the Company, through its wholly-owned subsidiary, Destination
Marketing Services ("DMS"), acquired certain assets, net of liabilities, of a
Colorado Springs, Colorado travel services company, in exchange for $10,000
cash and a $69,000 10% note payable, due in 1999.
In March 1998, the Company closed Casino Masquerade for operations due to the
hotel in which it is located being closed for extensive repairs and
improvements. In April 1998, the Company reached a settlement agreement with
the lessor of the casino space. The lessor agreed to pay $250,000 in payroll
costs during the closure of the casino; make available $500,000 commencing
August 1998 in the form of two promissory notes of $250,000 bearing interest
at 9% and payable one year from the date of issuance; and provide
approximately $1,500,000 towards casino improvements. In addition, a new ten-
year lease agreement was negotiated, with base rents escalating from
$1,000,000 to $1,200,000 annually after the first five years of the lease
term. Rent payments were to commence when the hotel and casino reopened,
which is estimated to be in fiscal year 1999.
The Company determined that it was unable to obtain funding necessary to meet
certain provisions of the new lease agreement, which included $750,000 to be
deposited in an escrow account until the casino was open for operations, and
approximately $2,000,000 in casino improvements and equipment purchases. The
Company is currently renegotiating the settlement with the lessor. The Company
reassessed the carrying value of the leasehold and contract rights associated
with the property. The present value of estimated future cashflows associated
with the assets is considered to be approximately $888,200. Consequently, the
Company recognized an impairment of $746,500 of those assets during the year
ended June 30, 1998.
As of June 30, 1998, The Company manages a total of three (3) casinos, of
which two (2) are internationally based. These are: Casino Las Vegas in
Bishkek, Kyrgyzstan and the Pelican Casino in St. Maarten, Netherlands
Antilles. The Company also owns a domestic casino, the Bull Durham Saloon and
Casino in Black Hawk, Colorado. In addition, the Company owns and operates
Alaska Bingo Supply, a domestic enterprise that sells and distributes bingo
related products.
International Gaming Interests
Casino Las Vegas: Bishkek, Kyrgyzstan
Through the Company's subsidiary, Global International, developed and operated
the Casino Las Vegas located in the Naryn Restaurant, in Bishkek, Kyrgyzstan.
Global International held a sixty-one percent profit interest in the Casino
Las Vegas. Casino Las Vegas was operated under a lease with the Naryn
Restaurant with the restaurant owner retaining the remaining thirty-nine
percent profit interest as a venture partner.
During fiscal year 1998, the government of Kyrgyzstan implemented a
significant change in its taxation policy which management determined would be
severely detrimental to the ongoing operations of Casino Las Vegas.
Consequently, in April of 1998 Global International transferred its profit
interest in to its venture partner for assumption of liabilities. This
resulted in a loss of approximately $221,000.
Casino Masquerade: Aruba Netherland Antilles
The Company, through its wholly-owned subsidiary Global Entertainment, began
operating the Casino Masquerade in April 1994. The casino is located in the
Radisson Aruba Resort and Casino on the Caribbean island of Aruba, Netherlands
Antilles.
During February 1998, Global Casinos was notified that the resort would close
effective March 1, 1998, for extensive remolding which would cause a
relocation of the casino area. The Company entered into a settlement
agreement which included a cash deposit of $750,000, and procurement of new
equipment estimated to cost in excess of $2,000,000. The Company is currently
in default and is negotiating a revised settlement agreement. In light of
these negotiations, the carrying value of leasehold and contract rights was
reduced by $746,500 as of June 30, 1998.
Pelican Casino: St. Maarten, Netherlands Antilles
The Company, through its subsidiary Global Pelican, has operated the Pelican
Casino, located on the island of St. Maarten, since August 1996.
Domestic Gaming Interests
Bull Durham Saloon and Casino: Black Hawk, Colorado
The Company, through its wholly-owned subsidiary Casinos U.S.A., owns and
operates the Bull Durham Saloon and Casino (the "Bull Durham") located in
Black Hawk, Colorado. The Bull Durham commenced gaming operations in February
1993 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 operates under a gaming license issued to the Company.
In October 1995, Casinos U.S.A. filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code as it was in default under all of its
secured obligations encumbering the Bull Durham Saloon and Casino. In January
1997, the Court approved the Debtor's Second Amended Plan of Reorganization.
Employees
The corporate offices of Global Casinos are currently managed by two full-time
employees: Stephen G. Calandrella, President and Barbara G. Chacon, Chief
Financial Officer.
Casino Masquerade had operated with approximately 80 employees. Although the
casino was closed for operations, Aruban labor union law and provisions of the
settlement agreement stipulate employees be retained and compensated until the
casino is reopened.
The Pelican Casino is managed by Mr. Dale Sterner, previously the manager of
Casino Las Vegas. The casino currently operates with approximately 50 full-
time employees.
Bull Durham Saloon and Casino is managed by Mr. Daniel Scherer. The Bull
Durham currently employs 20 persons. During the peak summer season,
employment typically increases by a total of 15 employees.
Mr. John Lopez is the president of Alaska Bingo Supply. ABS employs 7 full-
time employees.
Consultants
The Company relies 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
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 eight casinos on the island of St. Maarten, Netherlands
Antilles. Caribbean resort islands have few barriers to entry of new
participants in the gaming business. 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. There are
numerous competitors engaged in the same business as the Company, and the
Company's operations also compete with other forms of gaming activities, such
as Bingo, Lotto, table games, sports betting and pari-mutuel wagering.
Competition in Black Hawk, Colorado is particularly intense as competitors are
in very close proximity to the Company's operations, with 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.
Charitable bingo is currently the sole form of legalized gaming in Alaska.
With an approximate 30% market share, ABS is the largest distributor of bingo
products in the state. ABS has a strong operating history and reputation with
product suppliers and end-users, which allows it to compete effectively with
telemarketers that have lower operating costs. Recently, there has been a
push to allow video lotteries as a form of gambling. Video lotteries would
have a definite impact on the operations of ABS's customers, although
management is uncertain how it would impact ABS operations.
During fiscal 1998, approximately 33% of ABS's bingo product sales were
attributed to three significant customers. Approximately 54% of ABS's bingo
product supply purchases were from a single third party supplier during fiscal
1998. Management believes that other suppliers could provide similar
products with comparable terms. A change in suppliers, however, could cause
delays and possible loss of sales that could have a material adverse impact
upon ABS's operating results.
Regulation
International
Gaming establishment ownership and operation in foreign jurisdictions are
generally regulated by local authorities. In virtually all jurisdictions, the
Company is required to obtain a Certificate of Authority to conduct business
in that jurisdiction, as well as numerous licenses, including gaming, tax, and
liquor licenses.
In each jurisdiction in which the Company has an opportunity to develop a
casino, the Company consults with local officials and 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.
Domestic
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 the ability 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 stock may be required to submit to a background
investigation, provide personal 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 stock and could also depress the price of the stock.
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
issuance 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 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 or more of the Company's common stock must notify the Division of
Gaming within ten 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. The same regulations apply to any person
who becomes a beneficial owner of more than ten percent of any other class of
voting securities of the Company.
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.
ABS's operations are regulated by the Alaska Department of Revenue's gaming
unit. Regulations, which can change annually, provide guidance on license
requirements for distributors like ABS, as well as operational requirements
for the charitable organizations.
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 issuable to duly licensed and operating
limited gaming casinos.
Taxation
International
Jurisdictions in which the Company has the opportunity to develop casino
operations generally impose a tax on revenues and income generated from gaming
activities. The Company consults with local tax professionals, as well as
international tax professionals in the United States, for the purpose of
becoming familiar with jurisdictional tax laws and determining the most
efficient and profitable manner to conduct its operations.
Domestic
Net profits derived from the operations of the Company and its subsidiaries
are subject to taxation at both the federal and state levels. Colorado
imposes a variable tax on "adjusted gross proceeds", which includes the total
amount of all wagers made by players 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 to eighteen percent of
adjusted gross proceeds ranging from $2,000,000 to proceeds in excess of
$5,000,000. In addition, the city of Black Hawk and the state of Colorado
assess "device fees" on each gaming unit utilized in a casino.
ABS pays a monthly 3% tax on profits from pull tab sales. Profit is defined
as the percentage of profit made by vendors on each pull tab. ABS is
reimbursed by the vendors for the tax through its regular product invoicing.
Regulations affecting the operations of the Company's limited gaming business
are subject to change by the respective regulatory authorities. Accordingly,
there can be no assurance that there will not be enacted future amendments to
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.
Although the Company regards service marks as valuable assets and would
vigorously defend service marks against infringements, it does not believe
that the failure to obtain service mark registrations for which it may apply,
or the infringement by another entity of existing service marks, would have a
material adverse effect on the Company.
Seasonality
International
St. Maarten is an independent nation comprising part of the Netherlands
Antilles along with Curacao and Bonnaire. The islands have experienced
accelerated international recognition as a premier Caribbean resort
destination, hosting millions of tourists each winter season. An advantage
gained by the Company in acquiring the casinos in the Caribbean is the
counter-cyclic effect that its high winter season has 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 experiences a significant increase in tourist
traffic which occurs from May through September. Based on historical
precedent, the Bull Durham generally performs at least on a "break-even" basis
during the winter months.
ABS's operations are strongly influenced by the amount of daylight and snow
received. Due to its location, Alaska endures extreme fluctuations in the
amount of sunshine it receives, ranging from virtual total daylight in the
summer months to no light in the winter months. In addition, the state
receives significant snowfall in the winter that does not melt due to the lack
of sunshine. Consequently, ABS's operations are the strongest from September
through April when people do not tend to be outdoors.
ITEM 2. DESCRIPTION OF PROPERTY
Corporate Offices: Colorado Springs, Colorado
During fiscal year 1998, the Company's corporate headquarters were relocated
to Colorado Springs, Colorado, where the Company is sharing office space with
an affiliate. These facilities are believed by the Company to be suitable and
adequate to meet the Company's needs for the foreseeable future. The Company
is currently not paying rent, but is negotiating lease terms with the
affiliate. The Company continues to lease its previous office space under a
noncancelable operating lease expiring in September 2004.
Casino Las Vegas: Bishkek, Kyrgyzstan
The Company had operated the Casino Las Vegas on the second floor of the Naryn
Restaurant located in Bishkek, Kyrgyzstan. The Company's subsidiary, Global
International, developed and operated the Casino Las Vegas located in the
Naryn Restaurant, in Bishkek, Kyrgyzstan. Global International held a sixty-
one percent profit interest in the Casino Las Vegas. Casino Las Vegas was
operated under a lease with the Naryn Restaurant with the restaurant owner
retaining the remaining thirty-nine percent profit interest.
The casino opened in July 1994, and occupied 4,000 square feet. It contained
eighteen slot machines, three black jack tables, three Caribbean Stud poker
tables, one Let it Ride table, and two roulette wheels. The agreement to
operate the casino had a term of twenty years, expiring on April 12, 2013.
In April of 1998, due to a major change in taxation policy, the Company
transferred its profit interest in Casino Las Vegas to the restaurant owner
("IJV") venture partner for assumption of its share of casino liabilities.
This resulted in a loss of approximately $221,000.
Casino Masquerade: Aruba, Netherland Antilles
The Casino Masquerade is located in the Radisson Aruba Caribbean Resort and
Casino on the Caribbean resort island of Aruba, Netherlands 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"),
which holds a gaming permit issued by the Nation of Aruba authorizing it to
operate a gaming casino on the premises. Under the authority of its gaming
license, Dutchco leased the casino to Global Entertainment, which operated the
casino under an operating lease, which was to expire in December 2002, with an
option to renew for 10 years.
The Casino had been fully operational since December, 1993, when extensive
renovations to the Hotel were completed. Operations consisted of one hundred
fifty-five slot machines, six black jack tables, two roulette wheels, two
Caribbean Stud tables, three Let it Ride tables, and one craps table. The
casino also served liquor and provided a limited food service.
During February 1998, Global Casinos was notified that the resort would close
effective March 1, 1998, for extensive remolding which would cause a
relocation of the casino area. The Company entered into a settlement
agreement with Dutchco, but defaulted on certain provisions of the agreement.
The Company is currently negotiating a revised settlement agreement with
Dutchco.
Pelican Casino: St. Maarten, Netherlands Antilles
The Company, through its subsidiary Global Pelican, has operated the Pelican
Casino, located on the island of St. Maarten, since August 1996. The casino
sits on the west side of the island which is controlled by the Dutch. The
French control the east side of the island. Daily direct flights leave from
major East Coast cities during the winter months, and the island is a popular
destination for both Americans and Europeans.
The Pelican Casino is located in one of the largest time-share complexes on
the island, the Atrium Resort, which has over 700 rooms. The casino occupies
7,000 square feet and features 140 slot machines, four black jack tables, four
Caribbean Stud tables, one roulette wheel, and one Let-it-Ride table.
Bull Durham Saloon and Casino: Black Hawk, Colorado
The Bull Durham is located approximately one hour from Denver, Colorado in the
town of Black Hawk. The Company through its acquisition of Casinos U.S.A. has
operated The Bull Durham since 1993, soon after limited stakes gambling was
legalized in Black Hawk in 1992. The casino holds a retail liquor license
issued by the State of Colorado, and offers a limited food service in addition
to beverages.
Presently, the casino occupies approximately 4,700 square feet and has 114
slot machines and two black jack tables. In March 1998, an expansion project
commenced that will increase the gaming space by 2,100 square feet, and allow
the casino to offer 26 more slot machines and two more table games. Unlike its
international properties, Global Casinos owns the building in which the Bull
Durham operates.
The Bull Durham's customer base consists primarily of day visitors from
Denver. Gamblers arrive on buses, which are provided by the major casinos.
Some of the passengers unload as close as 20 feet from the front door of the
Bull Durham. Additionally, there is a new city bus stop being built adjacent
to the casino.
Global Alaska - Alaska Bingo Supply, Anchorage, Alaska
On August 1, 1997, the Company, through its wholly-owned subsidiary, Global
Alaska, acquired all the outstanding shares of stock of ABS. ABS is located
in Anchorage, Alaska, and is primarily engaged in the distribution of a full
line of bingo related products.
ABS business operations includes the sale of bingo related products such as
pull tabs, bingo paper, bingo equipment and coin boards and rental of bingo
hall facilities to charitable groups. Pull tabs are a game of chance
consisting of a layered piece of cardboard with 3 or 5 tabs that are opened to
reveal a winning ticket based upon matching amounts or pictures. Coinboards
are similar to pull tabs and come in a set with a cardboard coinboard in which
the pull tab may match a coin on the board with the prize amount determined by
the coinboard. Each game has a pre-determined payout structure with a finite
number of winners.
Charitable bingo is currently the sole form of legalized gaming in Alaska.
With an approximate 30% market share, ABS is the largest distributor of bingo
products in the state. ABS has a strong operating history and reputation with
product suppliers and end-users, which allows it to compete effectively with
telemarketers that have lower operating costs. In addition, ABS controls the
leases covering two bingo halls operated by third parties as a means of
ensuring distribution and maintaining its market share. Recently, there has
been a push to allow video lotteries as a form of gambling. Video lotteries
would have a definite impact on the operations of ABS's customers, although
management is uncertain how it would impact ABS operations.
ITEM 3. LEGAL PROCEEDINGS
Securities and Exchange Commission Investigation
In the Matter of The Rockies Fund, Inc., Stephen G. Calandrella, Charles M.
Powell, Clifford C. Thygesen and John C. Power, Exchange Act Release No. 34-
40049, Investment Company Release No. 40-23229 (June 1, 1998). On June 1,
1998, the Securities and Exchange Commission brought an administrative
proceeding against The Rockies Fund, Inc. and the above-named individuals
alleging certain violations of federal securities laws. Two of these
individuals, Stephen G. Calandrella and Clifford C. Thygesen, are directors of
the Company and Stephen Calandrella is President of the Company. While the
matters at issue in the administrative proceeding do not involve the Company,
inasmuch as the proceeding involves two of the Company's three directors, an
adverse ruling could have a material adverse impact upon the Company.
Alaska Bingo Supply
Subsequent to year end, the State of Alaska on behalf of various non-profit
organizations involved in charitable gaming brought a lawsuit against the
previous shareholder of ABS. The State alleges that the previous shareholder
improperly influenced the non-profit organizations involved in charitable
gaming to execute leases with ABS that had unreasonably high rates. The court
is asked to declare the operations of the two bingo halls leased by ABS
illegal, to terminate the leases, and seize the fixtures, furnishings, and
moveable property used at these locations, and order the premises closed for
no less than one year. The suit names ABS as a defendant in the lawsuit to the
extent of allegations of misconduct by the previous shareholder during the
period when he owned ABS. The defendants deny any wrongdoing, and are
defending the litigation vigorously. The stock purchase and sale agreement of
ABS contains a clause indemnifying the Company against any liability and
reasonable attorney's fees associated with defending the Company. Management
is of the opinion that the lawsuit will not materially affect the Company's
consolidated financial position.
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, 1998.
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 SmallCap 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, 1996 through September 30, 1998:
<TABLE>
<CAPTION>
Bid Ask
--- ---
High Low High Low
---- --- ---- ----
<S> <C> <C> <C> <C>
1998 Fiscal Year
First Quarter $3.25 $2.75 $3.50 $3.00
Second Quarter 4.50 3.75 4.87 3.87
Third Quarter 3.50 2.50 3.62 2.62
Fourth Quarter 3.12 2.00 3.25 2.25
1997 Fiscal Year
First Quarter $7.50 $3.75 $8.13 $4.38
Second Quarter 4.69 3.13 5.00 3.44
Third Quarter 4.25 2.25 4.75 2.75
Fourth Quarter 3.63 2.63 3.88 2.88
</TABLE>
The bid and ask prices of the Company's common stock as of September 30, 1998,
were $1.375 and $1.50, 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, 1998, there were approximately 900 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. Further,
under the terms of the convertible preferred stock issued by the Company, the
Company is restricted from paying cash dividends on common stock during the
period that the convertible preferred stock is outstanding.
<PAGE>
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
Certain statements in this Annual Report on Form 10-KSB which are not
historical facts are forward-looking statements, such as statements relating
to future operating results, existing and expected competition, financing and
refinancing sources and availability and plans for future development or
expansion activities and capital expenditures. Such forward-looking
statements involve a number of risks and uncertainties that may significantly
affect the Company's liquidity and results in the future and, accordingly,
actual results may differ materially from those expressed in any forward-
looking statements. Such risks and uncertainties include, but are not limited
to, those related to effects of competition, leverage and debt service
financing and refinancing efforts, general economic conditions, changes in
gaming laws or regulations (including the legalization of gaming in various
jurisdictions) and risks related to development and construction activities.
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in
this report.
Liquidity And Capital Resources - June 30, 1998 Compared To June 30, 1997
The independent auditors' report on the Company's June 30, 1998 consolidated
financial statements contains an explanatory paragraph that discusses certain
conditions that raise substantial doubt the Company's ability to continue as a
going concern. The Company has incurred recurring operating losses, incurred
a net loss of approximately $2,289,000 during the year ended June 30, 1998,
and had a working capital deficiency of approximately $2,653,000 at June 30,
1998. In addition, the Company is in default on various loan agreements and
the Company ceased operating two of its casinos during 1998. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.
The Company has continued its efforts to formulate plans and strategies to
address the Company's financial condition and increase profitability.
Management continues to negotiate with creditors of debt that remain in
default. The Company also continues to explore acquisition opportunities.
Management believes that these plans will result in increased liquidity and
future profitability.
The Company's balance sheet at June 30, 1998 compared to June 30, 1997
reflects increases in current assets, total assets, and current liabilities,
and a decrease in working capital. Current assets increased $579,761 to
$1,898,478 at June 30, 1998 from $1,318,717 at June 30, 1997. The increase
was comprised mainly of increases in accounts receivable of $313,975,
inventory of $284,978, prepaid rent of $192,800, and marketable securities of
$12,980. The increase was offset by decreases in cash, including restricted
cash, of $185,028, current portion of notes receivable of $75,742, and other
current assets of $42,922. The increase in current assets was due mainly to
the operations of ABS.
Current liabilities increased $2,508,404 to $4,551,428 at June 30, 1998 from
$2,043,024 at June 30, 1997. This increase was comprised of increases in
accounts payable of $355,182, accrued expenses of $385,586, accrued interest
of $139,136, notes payable of $245,000, the current portion of long-term debt
of $1,363,500, and other current liabilities of $40,000. Mandatory redeemable
preferred stock decreased $20,000. Of the increase in current liabilities,
54% was due to the increase in the current portion of long-term debt. Other
causes of the increase include the increase in accrued casino license fees in
St. Maarten (15%), the acquisitions of ABS and DMS (13%), the issuance of a
note payable (10%), and the increase in accrued interest (6%). The remaining
2% increase in current liabilities is due to professional fees incurred in
negotiating the settlement of Casino Masquerade.
As a result of current liabilities increasing at a greater rate than current
assets, the Company's working capital deficiency increased $1,928,643 to
$2,652,950 at June 30, 1998 compared to $724,307 at June 30, 1997. The
current ratio decreased from .65 to .42. The Company is striving to improve
working capital by renegotiating the terms of various debt, attempting to
reach a successful negotiation of the settlement of Casino Masquerade, and
acquiring businesses that will contribute to consolidated operations.
The Company's net investment in land, buildings and equipment decreased
$218,043 to $5,151,268 at June 30, 1998 from $5,369,311 at June 30, 1997. The
Company purchased approximately $598,000 in fixed assets and acquired
approximately $249,000 with the acquisition of ABS during fiscal year 1998.
This increase was offset primarily by $115,000 in Casino Las Vegas assets
transferred to the Company's IJV partner, an approximate $350,000 loss on the
disposition of equipment, and $568,321 in depreciation expense.
Other assets increased $2,531,639 to $5,012,160 at June 30, 1998 from
$2,480,521 at June 30, 1997. The majority of this increase was due to
$1,770,958 in leasehold rights and $2,164,504 in goodwill acquired in the
acquisition of ABS. Offsetting the increase was $485,212 in amortization
expense. In addition, management determined that events and conditions
related to the Casino Masquerade operations indicated that certain leasehold
and contract rights were impaired. As a result, the Company recognized an
impairment loss of $746,500 during the quarter ended June 30, 1998. The
remaining offset is attributable mainly to the transfer of the Company's
interest in Casino Las Vegas to its IJV partner.
Long-term debt less the current portion decreased $840,428 to $3,212,472 at
June 30, 1998 from $4,052,900 at June 30, 1997. This decrease is mainly due to
classifying various debt as current.
Stockholder's equity increased $1,249,692 to $4,285,950 at June 30, 1998 from
$3,036,258 at June 30, 1997. The increase is due primarily to the conversion
of $3,403,291 of debt issued in the acquisition of ABS to Class B preferred
stock; the issuance of $187,500 of common stock for cash; the conversion of
$94,099 of accounts payable and debt converted to common stock; and the
issuance of $30,000 of common stock for services. The increase is offset by
the redemption of Class B preferred stock of $111,510, and the net loss
available to common stockholders of $2,353,688.
Cash provided by operating activities increased $132,228 to $410,947 for the
year ended June 30, 1998 compared to $278,719 for the year ended June 30,
1997. The majority of the increase is due to operating liabilities increasing
at a greater rate than operating assets at June 30, 1998 and in comparison to
June 30, 1997.
Net cash used by investing activities decreased $75,057 to $960,113 for the
year ended June 30, 1998 compared to $1,035,170 for the year ended June 30,
1997. The decrease is due mainly to the decrease in the distribution to
minority interest of $153,421 in 1997 compared to no distribution in 1998.
The decrease was offset by the Company purchasing $54,250 of more equipment in
1998 compared to 1997. In addition, the Company purchased approximately
$28,000 in marketable securities in 1998 compared to no such purchases in
1997.
Net cash provided by financing activities decreased $693,760 to $223,688 for
the year ended June 30, 1998 compared with $917,448 for the year ended
June 30, 1997. The decrease is due mainly to the Company borrowing
approximately $661,140 less in 1997 than in 1998. In addition, the Company
paid down more debt and redeemed more stock in 1998 than in 1997.
Specifically, the Company paid $34,443 more in debt, and paid $20,000 towards
the redemption of mandatory redeemable preferred stock and $111,510 towards
the redemption of Class B preferred stock. The Company also paid $54,166 in
dividends on the Class B preferred stock. These decreases were offset by the
issuance of $187,500 in common stock during 1998.
As of June 30, 1998, the Company has 109,000 shares of Series A Convertible
Preferred Stock outstanding. Under the terms of the stock issuance, the
preferred stock consisted of a unit which was comprised of one share Series A
Redeemable 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 preferred stock share is redeemable at a price of $2.00
per share or is convertible to a share of common stock at the same $2.00 per
share conversion price. On May 31, 1995, the majority of original preferred
stock holders agreed to waive the mandatory redemption in consideration for a
lower conversion price into common shares of $1.125 per share and lower
warrant price of $.50 per share. There is a total of 16,750 shares
outstanding as mandatory redeemable in which the Company is in default as of
May 31, 1995 redemption date and is shown separately on the Company's balance
sheet. The 109,000 shares outstanding represent the balance of original
shareholders that agreed to waive redemption in return for the lower
conversion price on the preferred stock. All of the Class D warrants
originally issued as part of the unit expired in May, 1997.
The Company intends to address the continuing issues of profitability and
improved liquidity through the following strategies: 1) continued disposition
of non-performing assets and gaming investments, 2) address debt currently in
default by negotiating with creditors to convert debt to equity, extend
maturity dates of debt, and accept reduced payment terms, and 3) continue to
evaluate and implement revenue enhancement and overhead expense controls to
improve future profitability at its existing subsidiaries. Management believes
that these plans will result in increased liquidity and future profitability,
however, there is no assurance that management actions will be successful and
result in improved future financial results.
Results Of Operations - Year Ended June 30, 1998 Compared To Year Ended June
30, 1997
The results of operations of the Company for the year ended June 30, 1998
include The Bull Durham, Pelican Casino, and the corporate offices for the
entire year; ABS for eleven months; Casino Las Vegas for approximately nine
months; and DMS for six months. Casino Masquerade was operational for eight
months out of the year, and continued to incur general and administrative
expenses through year end. The results of operations for the year ended June
30, 1997 include The Bull Durham, Casino Masquerade, Casino Las Vegas, and the
corporate offices for the entire year; and Pelican Casino for eleven months.
The Company's foreign operations consist of Casino Las Vegas, Casino
Masquerade, and Pelican Casino. The Company's domestic operations consist of
The Bull Durham, ABS, DMS, and the corporate offices.
Net revenues for the year ended June 30, 1998 were $11,335,393, and were
comprised of casino revenues of $8,077,148; bingo revenues of $2,955,346
revenues from the sale of food of $187,174; and other income of $115,725. Net
revenues for the year ended June 30, 1997, were $9,234,097 comprised of casino
revenues of $8,978,720; food and beverage sales of $195,550; and other
revenues of $59,827.
Although the Company had fewer casinos operating during 1998 than in 1997, net
revenues increased $2,101,296 or 23%. The increase is due mainly to the
acquisition of ABS in August 1997 and better management of the casinos. Net
revenues from foreign operations decreased $1,122,707 to $5,862,745 for the
year ended June 30, 1998 compared to $6,985,452 for the year ended June 30,
1997. The decrease is due to the closure of Casino Las Vegas and Casino
Masquerade. Net revenues from domestic operations increased $3,224,003 to
$5,472,648 for the year ended June 30, 1998 compared to $2,248,645 for the
year ended June 30, 1997. ABS's revenues for the eleven months ended June 30,
1998 were $2,967,343, comprising 92% of the increase.
Total operating expenses increased $3,102,197 to $12,670,205 for the year
ended June 30, 1998 compared to $9,568,008 for the year ended June 30, 1997,
an increase of 32%. The majority of the increase, 56%, represents $1,730,049
in cost of sales of ABS bingo operations. Included in operating expense is a
loss of $967,387 resulting from the transfer of the Company's interest in
Casino Las Vegas and the impairment of leasehold rights in Casino Masquerade.
Depreciation and amortization expense increased approximately $484,000 in 1998
compared to 1997. Operating, general and administrative expenses increased
$220,924. Expenses increased in general due to the acquisition of ABS and
DMS, as well as Pelican Casino being in operation for twelve months in 1998
compared to eleven months in 1997.
Total operating expenses increased 32% compared to an increase in revenues of
23%. In addition to the $967,387 loss incurred in the transfer and impairment
of gaming facilities, the increase in expenses at a greater rate than the
increase in revenues is due to Casino Masquerade being closed for operations
in March 1998 but still incurring operating expenses through yearend. Casino
Masquerade earned approximately $744,000 in net revenues for the three months
ended June 30, 1997 compared to no earnings for the three months ended June
30, 1998. As a result of the fluctuations in revenues and operating expenses,
losses from operations increased approximately $1,000,000 to a loss of
$1,334,812 for the year ended June 30, 1998 compared to a loss of $333,911 for
the year ended June 30, 1997.
Other income (expense), net, increased $273,041 to a loss of $929,280 for the
year ended June 30, 1998 compared to a loss of $656,239 for the year ended
June 30, 1997. The increase is due mainly to interest expense increasing
$319,530 largely as a result financing the acquisition of ABS. The 1998 loss
on the disposition of Casino Masquerade equipment was approximately $35,000
less than the 1997 loss on Global Internet Corporation. As a result of the
foregoing, losses before reorganization items, minority interest, and
extraordinary items increased 129% to a loss of $2,264,092 for the year ended
June 30, 1998 compared to a loss of $990,150 for the year ended June 30, 1997.
The minority interest in the income of Casino Las Vegas decreased $147,212 due
to the transfer of the Company's interest in the gaming facility in April
1998. In 1997, the Company reported an extraordinary gain of $1,551,488 that
was due largely to the restructuring and/or extinguishment of the creditor
claims filed during the bankruptcy proceedings of Casinos USA. In 1998, the
Company incurred approximately $65,000 of dividends on Class B preferred
stock, approximately $55,000 of which was paid as of June 30, 1998. The
Company reported a net loss available to common stockholders of $2,353,688 for
the year ended June 30, 1998 compared to net income of $386,016 for the year
ended June 30, 1997. This translates into a net loss per share of $1.61 based
on 1,460,371 weighted average shares outstanding for the year ended June 30,
1998 compared to net income per share of $.29 based on 1,350,418 weighted
average shares outstanding for the year ended June 30, 1997.
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 Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, which is
effective for fiscal years ending after December 15, 1997. The Company
implemented SFAS 128 during the year ended June 30, 1998. This statement
replaces the presentation of primary earnings per share ("EPS") with a
presentation of basic EPS. It also requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock that then shared the earnings of
the entity. Diluted EPS is computed similar to fully diluted EPS. SFAS No.
128 requires restatement of all EPS data that was presented in previously
filed reports. Implementation of SFAS No. 128 did not have a material effect
on earnings per share.
The FASB recently issued SFAS No. 130, Reporting Comprehensive Income, which
establishes requirements for disclosure of comprehensive income and is
effective for fiscal years beginning after December 15, 1997.
Reclassification of earlier financial statements for comparative purposes is
required. Management believes that implementation of SFAS No. 130 will not
materially effect the Company's financial statements.
In June 1997, the FASB issued SFAS No.131, Disclosures about Segments of an
Enterprise and Related Information, which is effective for periods beginning
after December 15, 1998. In February 1998, the FASB issued SFAS No. 132,
Employers' Disclosures about Pensions and other Postretirement Benefits, which
is effective for fiscal years beginning after December 15, 1997. Both of
these statements require disclosure only and therefore will not impact the
Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999. Currently, the Company does
not have any derivative financial instruments and does not participate in
hedging activities, therefore management believes SFAS No. 133 will not impact
the Company's financial statements.
Year 2000 Conversion
The Company recognizes the need to ensure its operations will not be adversely
impacted by Year 2000 software failures. Software failures due to processing
errors potentially arising from calculations using the Year 2000 date are a
known risk. The Company is addressing this risk to the availability and
integrity of financial systems and the reliability of the operational systems.
The Company has established processes for evaluating and managing the risks
and cost associated with this problem, including communicating with suppliers,
dealers, and others with which it does business to coordinate Year 2000
conversion. The total cost of compliance and its effect on the Company's
future results of operations is being determined as part of the detailed
conversion planning process.
ITEM 7. FINANCIAL STATEMENTSThe following financial statements are filed as
part of this report:
1. Report of Independent Auditors;
2. Audited Balance Sheet as of June 30, 1998;
3. Audited Statements of Operations for the Years Ended June 30, 1998 and
1997;
4. Audited Statements of Stockholders' Equity for the Years Ended June 30,
1998 and 1997;
5. Audited Statements of Cash Flows for the Years Ended June 30, 1998 and
1997; and
6. Notes to Financial Statements.
<PAGE>
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The name, position with the Company, age of each Director and executive
officer of the Company is as follows:
<TABLE>
<CAPTION>
Name Age Position Director/Officer Since
<S> (C> <C> <C>
Stephen G. Calandrella 37 President & Director 1993
Clifford C. Thygesen 62 Director 1996
Clifford L. Neuman 50 Director 1997
Barbara Chacon 33 Chief Financial Officer 1998
</TABLE>
Stephen G. Calandrella. Mr Calandrella has served as a Director of the
Company since 1993, reelected annually, and was elected President in 1996. In
addition, Mr. Calandrella has been President and Director of The Rockies Fund,
Inc. since February, 1991. The Rockies Fund, Inc., a Colorado Springs,
Colorado-based business development company regulated under the Investment
Company Act of 1940, makes investments in, and managerial assistance available
to, certain eligible portfolio companies. Mr. Calandrella has served as a
Director of Kelly Motors, Ltd., a Fort Collins, Colorado-based manufacturer of
specialty automobiles, Combined Penny Stock Fund, Inc. and Redwood MicroCap
Fund, Inc., both of which are closed-end investment companies registered under
the Investment Company Act of 1940, Good Times Restaurants, Inc., a publicly-
held Denver, Colorado-based company engaged in owning and operating Good Times
Restaurants and Round-The-Corner Restaurants Southshore Corp., a publicly
traded family entertainment company; Cogenco International, Inc., a publicly
traded financial services company; Optimax Industries, Inc., a NASDAQ Company,
and Gold Capital Corporation, a publicly traded mining company. Mr.
Calandrella currently serves on the Board of Directors of American Educational
Products, Inc., a NASDAQ listed company engaged in the manufacture of
supplemental educational materials, and Guardian Technologies, Inc., a NASDAQ
listed manufacturing company. Mr. Calandrella is also engaged in financing
and consulting activities for development stage companies, which consists of
advising public and private companies on capital formation methods, enhancing
shareholder valuations, mergers, acquisitions and corporate restructurings, as
well as arranging for bridge loans and equity purchases.
Clifford C. Thygesen, has served as a Director of the Company since 1996
and has been reelected annually. He has also been President of American
Educational Products, Inc. since January 22, 1996 and a Director since 1986,
and also served as its Executive Vice-President from 1986 until January 1992.
Mr. Thygesen is also currently a director of Rockies Fund, Inc. a Colorado
Springs, Colorado based Business Development Company registered under the
Investment Company Act of 1940. He received his B.S. degree in Industrial
Administration from the University of Illinois in 1961.
Clifford L. Neuman has served as a Director of the Company since 1997 and
has been reelected annually. Mr. Neuman is a licensed, practicing attorney
and a partner in the law firm of Neuman, Drennen & Stone, LLC, with offices
located in Boulder and Denver, Colorado. Mr. Neuman also serves on the Board
of Directors of American Educational Products, Inc. Mr. Neuman received his
Bachelor of Arts degree from Trinity College in 1970 and his Juris Doctorate
degree from the University of Pennsylvania School of Law in 1973.]
Barbara Chacon has served as Chief Financial Officer of the Company since
1998. Ms. Chacon holds an active license as a Certified Public Accountant,
and her business experience includes eight years as an auditor in public
accounting. Prior to joining the Company in March 1998, Ms. Chacon was the
Director of Finance for Celluloid Studios LLC, a television commercial
production company in Denver, Colorado.
All directors serve for terms of one (1) year each, and are subject to
re-election at the Company's regular Annual Meeting of Shareholders, unless
they earlier resign.
During the fiscal year ended June 30, 1998, meetings of the Board of
Directors were held both in person and telephonically. All Board members
attended 100% of the Board meetings. Outside Directors are entitled to
reimbursement of their expenses associated with attendance at such meeting or
otherwise incurred in connection with the discharge of their duties as a
Director. During fiscal 1998, Messrs. Thygesen and Neuman received no
compensation for their services as directors.
During fiscal 1998, the Company had standing Audit and Compensation
Committees of the Board of Directors. The members of the Audit Committee were
Clifford C. Thygesen and Clifford L. Neuman. No member of the Audit Committee
receives any additional compensation for his service as a member of that
Committee. During fiscal 1999, the Audit Committee held one (1) meeting which
was attended by all of its members. The Audit Committee is responsible for
providing assurance that financial disclosures made by Management reasonably
portray the Company's financial condition, results of operations, plan and
long-term commitments. To accomplish this, the Audit Committee oversees the
external audit coverage, including the annual nomination of the independent
public accountants, reviews accounting policies and policy decisions, reviews
the financial statements, including interim financial statements and annual
financial statements, together with auditor's opinions, inquires about the
existence and substance of any significant accounting accruals, reserves or
estimates made by Management, reviews with Management the Management's
Discussion and Analysis section of the Annual Report, reviews the letter of
Management Representations given to the independent public accountants, meets
privately with the independent public accountants to discuss all pertinent
matters, and reports regularly to the Board of Directors regarding its
activities.
During fiscal 1998, the Compensation Committee consisted of Clifford C.
Thygesen and Clifford L. Neuman. No member of the Compensation Committee
receives any additional compensation for his service as a member of that
Committee. During fiscal 1998, the Compensation Committee held one (1)
meeting which was attended by all of its members. The Compensation Committee
is responsible for reviewing pertinent data and making recommendations with
respect to compensation standards for the executive officers, including the
President and Chief Executive Officer, establishing guidelines and making
recommendations for the implementation of Management incentive compensation
plans, reviewing the performance of the President and CEO, establishing
guidelines and standards for the grant of incentive stock options to key
employees under the Company's Incentive Stock Option Plan, and reporting
regularly to the Board of Directors with respect to its recommendations.
No family relationship exists between any director or executive officer.
In 1998, the Securities and Exchange Commission (the "Commission")
commenced an administrative proceeding against The Rockies Fund, Inc. and its
directors, Stephen G. Calandrella, Clifford C. Thygesen and Charles Powell.
Messrs. Calandrella and Thygesen are also directors of the Company. In the
administrative action, the Commission has alleged certain violations of
federal securities laws and regulations by The Rockies Fund, Inc. and its
directors. The allegations involve certain violations of the Investment
Company Act of 1940, as amended, under which The Rockies Fund, Inc. is a
regulated business development company, as well as violations of the
Securities Exchange Act of 1934, as amended, and regulations thereunder
arising from certain transactions in the securities of another company
unrelated to the Company. The Rockies Fund, Inc. and its directors have
adamantly denied any violations of federal securities laws and have informed
the Company that they intend to vigorously defend the matter. There can be no
assurance of the ultimate outcome of this matter or its potential effect upon
the ability of Messrs. Calandrella and Thygesen to continue to serve the
Company in their current respective capacities.
Other than the foregoing, there are no material proceedings to which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent (5%) of any class of voting securities
of the Company, or any associate of any such director, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of
its subsidiaries.
Except as noted herein or below, during the last five (5) years no
director or officer of the Company has:
(1) had any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time;
(2) been convicted in a criminal proceeding or subject to a pending
criminal proceeding;
(3) been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) been found by a court of competent jurisdiction in a civil action,
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Any transactions between the Company and its officers, directors,
principal shareholders, or other affiliates have been and will be on terms no
less favorable to the Company than could be obtained from unaffiliated third
parties on an arms-length basis and will be approved by a majority of the
Company's independent, outside disinterested directors.
Indemnification and Limitation on Liability of Directors
The Company's Articles of Incorporation provide that the Company shall
indemnify, to the fullest extent permitted by Utah law, any director, officer,
employee or agent of the corporation made or threatened to be made a party to
a proceeding, by reason of the former or present official of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain standards
are met. At present, there is no pending litigation or proceeding involving
any director, officer, employee or agent of the Company where indemnification
will be required or permitted. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.
The Company's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Utah Business Corporation
Act. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or that involved intentional misconduct or a
knowing violation of law, (iii) dividends or other distributions of corporate
assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain laws, or (v) any transaction from
which the director derives an improper personal benefit. Liability under
federal securities law is not limited by the Articles. The officers of the
Company will dedicate sufficient time to fulfill their fiduciary obligations
to the Company's affairs. The Company has no retirement, pension or profit
sharing plans for its officers and Directors.
Compliance with Section 16(a) of the Exchange Act
Under the Securities Laws of the United States, the Company's Directors,
its Executive (and certain other) Officers, and any persons holding more than
ten percent (10%) of the Company's common stock are required to report their
ownership of the Company's common stock and any changes in that ownership to
the Securities and Exchange Commission. Specific due dates for these reports
have been established and the Company is required to report in this report any
failure to file by these dates during fiscal 1998. All of these filing
requirements were satisfied by its Officers and Directors and ten percent
holders. In making these statements, the Company has relied on the written
representation of its Directors and Officers or copies of the reports that
they have filed with the Commission.
ITEM 10. EXECUTIVE COMPENSATION
The following tables and discussion set forth information with respect to all
plan and non-plan compensation awarded to, earned by or paid to the Chief
Executive Officer ("CEO"), and the Company's four (4) most highly compensated
executive officers other than the CEO, for all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three (3) completed fiscal years; provided, however, that no disclosure has
been made for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed $100,000.
<PAGE>
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
Other
Annual Options
Name and Principal Fiscal Compsensation SARs
Position Year Salary($) ($)(1)(2) (3)
<S> <C> <C> <C>
Stephen G. Calandrella,
President and Director 1998 $48,000 $-0- 10,000
1997 $24,000 $-0- 20,000
1996 $45,000 $-0- -
</TABLE>
(1) All executive officers of the Company, except Mr. Calandrella, participate
in the Company's group health insurance plan. However, no executive
officer received perquisites and other personal benefits which, in the
aggregate, exceeded the lesser of either $50,000 or 10% of the total of
annual salary and bonus paid during the respective fiscal years.
(2) The Company has implemented a 401(k) plan in which its executive officers
may participate. During fiscal 1998, none of the Company's executive
officers elected to participate in the plan.
Employment Arrangements
The Company's President receives an annual base salary of $72,000 without
an employment contract.
Barbara Chacon serves as Chief Financial Officer without an employment
contract at an annual base salary of $60,000. In addition, Ms. Chacon received
incentive stock options exercisable to purchase 20,000 shares of the Company's
common stock.
John Lopez serves as President of ABS without a written employment
contract. He receives an annual base salary of $70,000 and is eligible to
receive a bonus equal to 10% of the excess cash flow generated by ABS after
payments to Mark Griffin, the individual who sold ABS to the Company in 1997.
In addition, the Company has an agreement in principal to grant to Mr. Lopez
incentive stock options exercisable to purchase 10,000 shares of the Company's
common stock.
Effective May 1, 1995, the Company entered into a written Employment
Agreement with George Garman for a term of three (3) years, with automatic one
(1) year renewals, pursuant to which Mr. Garman serves as General Manager of
the Company's casino and gaming facility located in the Aruba Radisson Hotel
on the island of Aruba, Netherlands Antilles, known as the "Casino Masquerade."
The Agreement provides that Mr. Garman shall be paid a base salary of $6,000.00
per month until termination of the Agreement or until modified by further
written agreement between the Company and Mr. Garman. In addition to the
foregoing, Mr. Garman shall be paid a bonus equal to five (5%) percent of the
net operating profit from gaming operations at the Casino Masquerade. Under
the Agreement, Mr. Garman is also entitled to receive, as incentive
compensation, incentive stock options exercisable to purchase up to 30,000
shares of the Company's Common Stock, at $5.00 per share. 20,000 of the
incentive stock options are subject to vesting over a period of three (3)
years contingent upon Mr. Garman's continued employment with the Company on the
second and third anniversary dates of his Employment Agreement. The
incentive stock options are exercisable for a period of five (5) years from
the date of grant, subject to vesting. Mr. Garman's employment agreement
was not renewed as of May, 1998.
Company Stock Incentive Plans
In 1993, the Board of Directors and the Shareholders of the Company adopted
the Global Casinos, Inc. Stock Incentive Plan (the "Incentive Plan"). The
Incentive Plan allows the Company to grant incentive stock options,
non-qualified stock options and/or stock purchase rights (collectively
"Rights") to officers, employees, former employees and consultants of the
Company and its subsidiaries.
Options granted to eligible participants may take the form of Incentive Stock
Options ("ISO's") under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") or options which do not qualify as ISO's ("Non-Qualified
Stock Options" or "NQSO's"). As required by Section 422 of the Code, the
aggregate fair market value (as defined by the Incentive Plan) of the Company's
Common Stock (determined as of the date of grant of ISO) with respect to which
ISO's granted to an employee are exercisable for the first time in any calendar
year may not exceed $100,000. The foregoing limitation does not apply to
NQSO's. Rights to purchase shares of the Company's Common Stock may also be
offered under the Incentive Plan at a purchase price under terms determined
by the Incentive Plan Administrator.
Either the Board of Directors (provided that a majority of Directors are
"disinterested") can administer the Incentive Plan, or the Board of Directors
may designate a committee comprised of Directors meeting certain requirements
to administer the Incentive Plan. The Administrator will decide when and to
whom to make grants, the number of shares to be covered by the grants, the
vesting schedule, the type of awards and the terms and provisions relating to
the exercise of the awards.
An aggregate of 225,000 shares of the Company's Common Stock are reserved
for issuance under the Incentive Plan. As of June 30, 1998 options to
purchase 70,000 shares of Common Stock were issued and outstanding with a
weighted average exercise price of $4.50 per share, and an additional 155,000
shares were available for future option grants.
The following table sets forth certain information concerning the
granting ofincentive stock options during the last completed fiscal year to each
of the named executive officers and the terms of such options:
<TABLE>
TABLE 2
Option/SAR Grants for Last
Fiscal Year - Individual Grants
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---------------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Stephen G. Calandrella
- ---------------------
</TABLE>
The following table sets forth certain information concerning the exercise of
incentive stock options during the last completed fiscal year by each of the
named executive officers and the fiscal year-end value of unexercised options
on an aggregated basis:
<PAGE>
<TABLE>
TABLE 3
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
----------------------------------------------------
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Value Options/SARs Options/SARs
Acquired Realized(1) at Fy-End (#) at FY-End($)
Name on Exercise (#) ($) Exercisable/ Exercisable/
Unexercisable Unexercisable
- ---------------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Stephen G. Calandrella -0- $0.00 -0- N/A
</TABLE>
1. Value Realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market
value of the Common Stock on the date the options are exercised.
2. The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 1, 1999 and as adjusted for the
sale of option and warrant stock, the stock ownership of (i) each person known
by the Company to be the beneficial owner of five (5%) percent or more of the
Company's Common Stock, (ii) all Directors individually, (iii) all Officers
individually, and (iv) all Directors and Officers as a group. Each person has
sole voting and investment power with respect to the shares shown, except as
noted.
<TABLE>
<CAPTION>
Title Name & Address Shares Beneficially Owned
of Class of Beneficial Owner Number Percent(1)
- --------- ----------------------- ------ ---------
<S> <C> <C> <C>
Common Stephen G. Calandrella (2)
Stock 7210 Antelope Lane
Colorado Springs, CO 80920 21,680 1%
" Clifford C. Thygesen(2)
4893 Idylwild Trail
Boulder, Colorado 80301 1,500 nil
" Clifford L. Neuman
1507 Pine Street
Boulder, Colorado 80302 30,000 2%
" The Rockies Fund, Inc. (3)
5373 North Union Boulevard
Suite 100
Colorado Springs, CO 80918 121,763 6.5%
" All Officers and Directors
as a Group (5 Persons) 83,180 4%
</TABLE>
(1) Shares not outstanding but beneficially owned by virtue of the
individuals' right to acquire them as of the date of this Proxy Statement
or within sixty days of such date, are treated as outstanding when
determining the percent of the class owned by such individual.
(2) Messrs. Calandrella and Thygesen each serve as a director of The Rockies
Fund, Inc. Does not include securities owned of record by The Rockies
Fund, Inc., as to which Messrs. Calandrella and Thygesen disclaim
beneficial ownership for purposes of Section 16 of the Exchange Act.
(3) Includes 17,680 shares of Common Stock, $163,343 in outstanding
indebtedness due under a convertible promissory note convertible into
32,669 shares of Common Stock at a conversion price of $5.00 per share,
and $314,538 in outstanding indebtedness under a working capital loan
convertible into 62,908 shares of Common Stock at a conversion value of
$5.00 per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Throughout its history, the Company has experienced shortages in working
capital and has relied, from time to time, upon loans from affiliates to meet
immediate cash demands.
In fiscal 1998, a family partnership controlled by Peter Bloomquist, a
former director and Chief Financial Officer of the Company, loaned to the
Company the sum of $85,000 bearing interest at the rate of 12% per annum. The
loan is a demand obligation and has an outstanding unpaid principal balance of
$47,000.
The Company has had several transactions with The Rockies Fund, Inc., a
business development company, for which Mr. Calandrella serves as President,
director and principal shareholder, and on which Clifford Thygesen, a director
of the Company, also serves as a member of the Board of Directors. In August
1996, the Company borrowed $175,000 from The Rockies Fund, Inc. which was
converted into a convertible debenture which the Company sold and offered as
part of a private placement which was completed during the third quarter of
1996. The convertible debenture accrued interest at 12% per annum and was
convertible into 35,000 shares of common stock, or a conversion value of $5.00
per share.
In August 1997, the Company sold $400,000 in units consisting of
convertible notes and warrants. The proceeds were used to complete the
acquisition of ABS. The Rockies Fund, Inc. purchased $75,000 in units in this
offering.
During 1998, The Rockies Fund, Inc. made additional loans to the Company
totaling $84,597, the proceeds of which were used for working capital
requirements. At June 30, 1998, the net outstanding balance of principal and
interest due to The Rockies Fund, Inc. was $ 367,351.
Also during fiscal 1998, Clifford Neuman, a director of the Company who
also serves as legal counsel, agreed to convert a total of $80,000 in
outstanding and unpaid fees for services into 20,000 shares of common stock, at
a conversion value of $4.00 per share and 20,000 warrants exercisable at $5.00
per share. Mr. Neuman has voluntarily surrendered the warrants to the Company
for cancellation due to their lack of value. At June 30, 1998, the Company
owed Mr. Neuman's firm a total of $53,014 in accrued and unpaid legal fees.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
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 & Drennen, LLC 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.
* 10.24 Second Amended Plan of Reorganization of Casinos USA, Inc.,
and Order Confirming Plan
* 10.25 Warrant Agreement
- ---------------------
* 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 following reports on Form 8-K were filed during the fourth quarter ended
June 30, 1998:
Date Form Item Financial Statements
June 11, 1998 8-K Conversion of Pro forma March 31, 1998
Debt to Class B Balance Sheet
Preferred Stock
June 11, 1998 8-K/A Conversion of Pro forma March 31, 1998
Debt to Class B Balance Sheet
Preferred Stock
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Auditors (Gelfond Hochstadt Pangburn & Co.) F-3
Consolidated Balance Sheet - June 30, 1998 F-4
Consolidated Statements of Operations - For Years
Ended June 30, 1998 and 1997 F-6
Consolidated Statements of Stockholders' Equity - For
Years Ended June 30, 1998 and 1997 F-8
Consolidated Statements of Cash Flows - For Years
Ended June 30, 1998 and 1997 F-9
Notes to Consolidated Financial Statements F-12
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
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, 1998, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period ended June 30, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Casinos,
Inc. and subsidiaries as of June 30, 1998, and the results of their operations
and their cash flows for each of the years in the two-year period ended June
30, 1998, 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 incurred recurring operating losses, incurred a net
loss of approximately $2,289,000 during the year ended June 30, 1998, and had a
working capital deficiency of approximately $2,653,000 at June 30, 1998. In
addition, the Company is in default on various loan agreements and the Company
ceased operating two of its casinos during the year ended June 30, 1998. 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 13, 1998
<PAGE>
<TABLE>
<CAPTION>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 30, 1998
ASSETS
<S> <C>
Current assets:
Cash $ 722,893
Restricted cash 140,450
Accounts receivable:
Trade, net of allowance for doubtful
accounts of $26,140 371,602
Employees 16,282
Inventory 284,978
Prepaid rent 192,800
Current portion of notes receivable 60,623
Marketable securities 12,980
Other 95,870
--------------
Total current assets 1,898,478
Land, buildings and equipment:
Land 526,550
Buildings 4,043,870
Equipment 2,040,944
--------------
6,611,364
Accumulated depreciation (1,460,096)
---------------
5,151,268
Other assets:
Leasehold rights and interests and
contract rights, net of amortization
of $1,199,095 2,643,348
Goodwill, net of amortization of $110,230 2,054,275
Notes receivable, net of current portion,
including receivables in default 290,340
Other assets, net of amortization of $23,700 24,197
-------------
5,012,160
-------------
$12,061,906
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 673,381
Accrued expenses 1,344,466
Accrued interest, including $40,431 to
related parties 294,131
Note payable 245,000
Current portion of long-term debt, including
debt in default and $428,691 to related
parties 1,920,950
Mandatory redeemable convertible Class A
preferred stock, in default 33,500
Other 40,000
-------------
Total current liabilities 4,551,428
-------------
Long-term debt, less current portion 3,212,472
Other 12,056
-------------
3,224,528
-------------
Commitments and contingencies
Stockholders' equity:
Preferred stock - convertible, nonvoting;
10,000,000 shares authorized
Class A - $2 par value; 109,000 shares
issued and outstanding 218,000
Class B - $.01 par value; 329,178 shares
issued and outstanding 3,292
Common stock - $.05 par value; 50,000,000
shares authorized; 1,504,344 shares issued
and outstanding 75,217
Additional paid-in capita 12,551,458
Accumulated deficit (8,562,017)
------------
4,285,950
------------
$12,061,906
=============
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For years ended June 30,
1998 1997
----------- -----------
<S> <C> <C>
Revenues:
Casino $8,077,148 $8,978,720
Bingo 2,955,346
Food and beverage 187,174 195,550
Other 115,725 59,827
------------ ------------
11,353,393 9,234,097
------------ ------------
Expenses:
Cost of sales 1,730,049
Operating, general, and administrative 8,919,236 8,698,312
Depreciation and amortization 1,053,533 869,696
Loss on transfer of interest in gaming
facility 220,835
Impairment of gaming facility 746,552
------------ ------------
12,670,205 9,568,008
------------ ------------
Loss from operations (1,334,812) (333,911)
Other income (expense):
Interest income 34,756 46,743
Interest expense, including $30,214
and $25,000, respectively, to related
parties (637,094) (317,564)
Loss on disposition of equipment (349,763)
Loss on investment, loan and advances to
Global Internet Corporation (385,418)
Other income 22,821
------------ ------------
(929,280) (656,239)
------------ ------------
Loss before reorganization items, minority
interest, and extraordinary item (990,150)
Reorganization items:
Interest earned on accumulated cash
resulting from Chapter 11 proceedings 7,608
Professional fees (11,111)
------------ ------------
Loss before minority interest and
extraordinary item (2,264,092) (993,653)
Minority interest in income of
subsidiary (24,607) (171,819)
------------- ----------
Loss before extraordinary item (2,288,699) (1,165,472)
Extraordinary item:
Gain from debt restructuring 1,551,488
Net income (loss) (2,288,699) 386,016
Dividends on Class B preferred stock (64,989)
------------- -----------
$(2,353,688) $386,016
============= ===========
Net loss before extraordinary item $ (1.61) $ (0.86)
Extraordinary item - 1.15
Net income (loss) available to common
stockholders $ (1.61) $ 0.29
Weighted average shares outstanding 1,460,371 1,350,418
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For Years Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
Additional
Class A Preferred Stock Class B Preferred StockCommon StockPaid-
in Accumulated
Shares Amount Shares
Amount Shares Amount Capital DeficitTotal
------ ------ -----------
- - ------ ------ --------------------------
<S> <C> <C>
<C>
<C>
<C> <C> <C> <C>
<C>
Balances at July 1,
1996 688,500 $1,251,361
1,283,419 $64,171
$7,819,777($6,594,345)$2,540,964
preferred
stock to
common stock (540,750) (982,823)
96,131 4,807 978,016 -
Shares issued in
debt
conversion
21,261 1,063 108,215 109,278
Net income
386,016 386,016
- -------------------------------------------------------------------------------
- ---------------------------
Balances at
June 30, 1997 147,750 268,538
1,400,811 70,041 8,906,008 (6,208,329) 3,036,258
Shares issued in
debt conversion 340,329 $
3,403 1,25062 3,406,073 3,409,538
Shares issued for
services
32,894 1,645 116,206 117,851
Shares issued in
conversion of
preferred stock
to common stock (38,750) (50,538) 9,389
469 50,069 -
Shares issued in
exercision of
options
60,000 3,000 184,500 187,500
Redemption of
preferred stock
(11,151) (111)
(111,398) (111,509)
Dividends on Class
B preferred stock
(64,989) (64,989)
Net loss
(2,288,699)(2,288,699)
- -------------------------------------------------------------------------------
- --------------------------------------------
Balances at June
30, 1998 109,000 $218,000
329,178 $ 3,292 1,504,344 $75,217
$12,551,458$(8,562,017)$4,285,950
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOWS
<TABLE>
<CAPTION>
For years ended June 30,
1998 1997
----- ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(2,288,699) $ 386,016
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,053,533 869,696
Provision for uncollectible receivables 38,888 79,600
Minority interest 24,607 171,819
Net gain on sales/purchases of
securities (22,822)
Extraordinary gain from extinguishment
of debt (1,551,488)
Loss on investment, loan and advances
to Global Internet Corporation 385,418
Stock issued for services 30,000
Transfer of interest in gaming facility 220,835
Impairment of gaming facility 746,552
Loss on disposition of buildings and
equipment 349,763
Changes in operating assets and
liabilities, net of effects of
acquisitions:
Restricted cash (140,450)
Accounts receivable (195,235) 18,840
Inventory 1,697
Prepaid expenses and other current
assets (158,155) (109,333)
Other assets 25,091
Accounts payable 407,652 (248,363)
Accrued expenses and interest 284,180 276,514
Other current liabilities 40,000
Other liabilities (6,490)
------------- ------------
2,699,646 (107,297)
------------- -----------
Net cash provided by operating
activities 410,947 278,719
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment (597,672)
(543,422)
Purchases of securities, net of sales (27,594)
Collections on notes receivable 48,243 53,735
Acquisitions, net of cash acquired (383,090)
Other assets (8,643)
Investment, loan and advances to Global
Internet Corporation (385,418)
Proceeds from sale of equipment 1,999
Distribution to minority interest (153,421)
------------ ------------
Net cash used in investing
activities (960,113) (1,035,170)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt $ (697,172) $ (662,729)
Issuances of long-term debt 749,036
Borrowings against notes payable 170,000 1,580,177
Proceeds from issuance of common stock 187,500
Redemption of mandatory preferred stock (20,000)
Redemption of Class B preferred stock (111,510)
Payment of dividends on Class B
preferred stock (54,166)
------------ ------------
Net cash provided by financing
activities 223,688 917,448
------------ ------------
Net (decrease) increase in cash (325,478) 160,997
Cash at beginning of year 1,048,371 887,374
------------ ------------
Cash at end of year $ 722,893 $ 1,048,371
============ ============
Supplemental cash flow information:
Cash paid for interest $ 458,510 $ 122,717
============ =============
Supplemental disclosure of non-cash
investing and financing activities:
Debt converted to common stock:
Mandatory redeemable preferred stock $ 35,000
Accrued expenses, related parties 74,279
Accounts payable, including $80,000
to a related party $ 87,849
Long-term debt 6,250
------------ -------------
$ 94,099 $ 109,279
============ =============
Debt converted to Class B preferred
stock $ 3,403,291
Class A preferred stock converted
to common stock $ 50,538
Proceeds of note payable used to
purchase note receivable $ 75,000
Dividends accrued on Class B
preferred stock $ 10,823
Acquisitions:
Fair value of assets acquired $ 592,244
Intangible assets 3,935,463
Liabilities assumed (134,617)
Fair value of assets exchanged (4,010,000)
-------------
Cash paid, net of cash acquired $ 383,090
=============
Extinguishment of debt:
Liabilities released:
Note payable $ 101,335
Accrued interest 164,627
Net debt relieved in Chapter 11
proceeding 2,503,114
Assets relinquished:
Note receivable and equipment, net
(1,217,588)
-------------
Extraordinary gain $ 1,551,488
=============
Property foreclosure:
Note receivable acquired in Chapter
11 proceeding, assigned to
creditor as payment on note to
creditor $ (249,418)
Reduction in note payable by assignment
of note receivable acquired
in Chapter 11 proceeding 249,418
-------------
$ -
============
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
Organization and Consolidation
------------------------------
Global Casinos, Inc. (the "Company"), a Utah corporation, develops and
operates gaming casinos domestically and internationally. At June 30,
1998, 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.
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 ALASKA CORPORATION ("Global Alaska"), an Anchorage
corporation, which acquired Alaska Bingo Supply, Inc. ("ABS") located
in Anchorage, Alaska on August 1, 1997. ABS is primarily engaged in
the distribution of a full line of bingo and bingo- related products.
ABS products are sold in Alaska to non-profit organizations and
municipalities that use the products for fund-raising purposes. ABS
also receives rent income from the leasing of space to two bingo hall
operators. The bingo halls are managed by the holder of the
Company's Class B preferred shares.
GLOBAL PELICAN N.V. ("Global Pelican"), a St. Maarten Limited
Liability Company which began operating the Pelican Casino located on
the island of St. Maarten in the Netherlands Antilles on August 1,
1996. Global Pelican operates the casino under a Management and
Operating Lease Agreement.
BPJ HOLDINGS N.V. ("BPJ"), a Curacao Limited Liability Company, which
operated the Casino Masquerade on the Caribbean resort island of
Aruba through February 1998.
GLOBAL CASINOS INTERNATIONAL, INC. ("Global International"), a
Delaware corporation, which through an International Joint Venture
("IJV") operated Casino Las Vegas in Bishkek, Kyrgyzstan. The Company
transferred its interest in Casino Las Vegas to its IJV partner in
April, 1998.
WOODBINE CORPORATION ("Woodbine"), a South Dakota corporation, which
operated Lillie's Casino ("Lillie's") in Deadwood, South Dakota
through June 30, 1995. Beginning in July 1996, Woodbine began
leasing this property and related equipment to a third party.
DESTINATION MARKETING SERVICES, INC. ("DMS"), a Colorado corporation,
which acquired the net assets of a Colorado travel services company
in January 1998.
Management's Plans
------------------
The accompanying financial statements have been prepared assuming that
Global Casinos, Inc. will continue as a going concern. The Company has
incurred recurring operating losses, incurred a net loss of approximately
$2,289,000 during the year ended June 30, 1998, and had a working capital
deficiency of approximately $2,653,000 at June 30, 1998. In addition, the
Company is in default on various loan agreements and the Company ceased
operating two of its casinos in 1998. 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.
The Company has continued its efforts to formulate plans and strategies to
address the Company's financial condition and increase profitability.
Management continues to negotiate with creditors of debt that remain in
default. The Company also continues to explore acquisition opportunities.
Management believes that these plans will result in increased liquidity
and future profitability.
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. It is reasonably possible that actual
results could differ from those estimates and significant changes could
occur in the near term.
Cash
----
Cash consists of demand deposits and vault cash used in casino operations.
Restricted cash represents cash held in an escrow account in connection
with the Company's negotiations with the government of St. Maarten to
obtain a casino license as discussed.
Inventories
-----------
Inventories primarily consist of bingo supplies and are stated at the
lower of costs or market. Cost is determined by the average-cost method.
Revenue Recognition
-------------------
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. Sales of bingo-related products are
recognized as products are shipped. Rental revenue is recognized as it is
due, according to the lease agreements. Rental revenue for 1998 was
$645,500.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") recently issued
Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income, which establishes requirements for disclosure of
comprehensive income and is effective for fiscal years beginning after
December 15, 1997. Reclassification of earlier financial statements for
comparative purposes is required. Management believes that implementation
of SFAS No. 130 will not materially effect the Company's financial
statements.
In June 1997, the FASB issued SFAS No.131, Disclosures about Segments of
an Enterprise and Related Information, which is effective for periods
beginning after December 15, 1998. In February 1998, the FASB issued SFAS
No. 132, Employers' Disclosures about Pensions and other Postretirement
Benefits, which is effective for fiscal years beginning after December 15,
1997. Both of these statements require disclosure only and therefore will
not impact the Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. Currently, the
Company does not have any derivative financial instruments and does not
participate in hedging activities, therefore management believes SFAS No.
133 will not impact the Company's financial statements.
Fair Value of Financial Instruments
------------------------------------
The carrying values of the Company's financial instruments classified as
current assets and liabilities approximate fair values primarily based on
recent comparisons made of the short maturities of these instruments. The
carrying values of notes receivable and long term debt approximate fair
values because interest rates on these instruments is similar to returns
management believes are currently available to the Company for instruments
with similar risks.
Leasehold Rights and Interests, Contract Rights and Goodwill
------------------------------------------------------------
Leasehold rights and interests, contract rights, and goodwill represent
the excess of the purchase prices over the net assets of the acquired
investments in ABS, Casino Masquerade and Casinos USA. The leasehold and
contract rights are amortized over the ten-year terms of the agreements.
The goodwill is amortized over 18 years. The Company annually assesses
the carrying values of its leasehold rights and interests, contact rights,
and goodwill as discussed below.
Land, Buildings and Equipment
-----------------------------
Land, buildings and equipment are carried at cost. Depreciation is
computed using the straight-line method over the estimated useful lives.
Buildings are depreciated over 31 years and equipment is depreciated over
five to seven years.
The Company performs an annual assessment to determine whether there has
been an impairment in the carrying values of its land, buildings,
equipment, leasehold rights and interests, contract rights, and goodwill.
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. Based on management's annual assessment, events and conditions
related to the Casino Masquerade operations, discussed below, indicated
that leasehold and contract rights were impaired. As a result, the
Company recognized an impairment loss of $746,552 during the quarter ended
June 30, 1998. The Company does not believe that any impairments have
occurred on land, buildings, equipment, or goodwill during 1998.
Stock-Based Compensation
-------------------------
SFAS No. 123, Accounting For Stock-Based Compensation, 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 non-employees, and encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue to
account for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, Accounting For
Stock Issued To Employees and related interpretations. Accordingly,
compensation cost for stock options is measured as the excess, if any, of
the quoted market price of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock.
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.
Common Stock Split
------------------
On November 18, 1996, the Company effected a one-for-ten reverse split of
its common stock, thereby decreasing the number of issued and outstanding
common shares and increasing the par value of each share to $.05. All
references in the accompanying financial statements to the number of
common shares and per share amounts have been restated to reflect the
stock split.
Net Income (Loss) Per Share
----------------------------
During the year ended June 30,1998, the Company adopted SFAS No. 128,
Earnings Per Share. This statement replaces the presentation of primary
earnings or loss per share (EPS) with a presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS for all entities
with complex capital structures and requires reconciliation of the
numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Basic EPS excludes
dilution; diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock
that then shared in the earnings of the entity. The adoption of SFAS No.
128 did not result in a change in previously presented EPS for the year
ended June 30,1997.
Net income (loss) per share of common stock is computed based on the
weighted average number of common shares outstanding during the year.
Convertible preferred stock, stock options, stock warrants and convertible
promissory notes are not considered in the calculation as they would be
antidilutive in 1998 and 1997.
Foreign Currency Transactions
-----------------------------
Gaming operations in St. Maarten, Aruba and Kyrgyzstan 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. Gains and losses
from foreign currency transactions are included in determining net income
(loss), and were immaterial for the years ended June 30, 1998 and 1997.
Risk Considerations
-------------------
Trade receivables are primarily due from ABS bingo supply customers. ABS
grants credit generally without collateral to its customers. At June 30,
1998, approximately 13% of trade receivables are due from one ABS
customer. Since the date of acquisition, approximately 33% of bingo sales
were attributed to three significant bingo supply customers, and
approximately 20% of bingo revenues were due from two bingo hall lessees.
Accordingly, future operations are dependent upon the Company maintaining
its relationships with these customers and lessees. As discussed in Note
7, the Company is involved in litigation in which the plaintiffs are
seeking actions which could have an adverse effect on ABS operations. As
a result, the Company's estimates related to ABS intangible assets, as
well as other estimates, are particularly sensitive to future change
regarding this matter.
During 1998, approximately 54% of ABS's bingo supply purchases were from a
third party supplier. Management believes that other suppliers could
provide similar products with comparable terms. A change in suppliers,
however, could cause delays and possible loss of sales that would affect
ABS operating results adversely.
Casino Las Vegas, Casino Masquerade, and the Pelican Casino (the
"Casinos") are located in Kyrgyzstan (through April 1998), Aruba, and St.
Maarten 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
expropriation 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 Aruba and St. Maarten, 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. The political environment in Aruba and
St. Maarten has been stable for a sustained period of time. As a result,
the Company does not anticipate significant risks related to Aruba and St.
Maarten in the immediate future.
b. Economic Environment
--------------------
The economies in Aruba and St. Maarten 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, employment policy, self-sufficiency,
rates of inflation and balance of payments positions. The economic
environment in Aruba and St. Maarten has remained stable for a sustained
period of time.
c. Legal Environment
------------------
Ownership and operation of casinos in Aruba and St. Maarten are regulated
by local authorities. Each jurisdiction maintains its separate regulatory
environment which requires various licenses, approvals and certificates to
operate in these jurisdictions.
d. Expropriation of Funds
----------------------
The Company is currently able to remit funds from its operations in Aruba
and St. Maarten 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 expropriation of funds from the Casinos to the U.S.
Reclassifications
-----------------
Certain amounts reported in the 1997 financial statements have been
reclassified to conform to the 1998 presentation.
2. CASINOS U.S.A. REORGANIZATION
-----------------------------
In October 1995, Casinos U.S.A. ("Debtor") filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code, and through
December 1996 operated under the protection of the Bankruptcy Court. The
Bankruptcy Court confirmed the Company's Second Amended Plan of
Reorganization (the "Plan") on December 18, 1996 which became effective
February 17, 1997. The confirmed Plan allowed the Debtor to retain its
property and assets and continue its business. The Plan's provisions
resulted in the restructuring and/or extinguishment of creditor claims
filed during the bankruptcy proceedings and the cancellation of a note and
interest receivable of approximately $1,217,000. As a result, the Company
recognized an extraordinary gain on the extinguishment of debt of
$1,285,765 during the year ended June 30, 1997.
In accordance with the provisions of the Plan, certain creditors received
warrants that permit the holders thereof to purchase from the reorganized
Debtor an amount of common stock, so that immediately after exercise, the
warrant holders would own 80% of the common stock of the Debtor. The
warrants are exercisable at any time from one year after the Plan's
Effective Date through the earlier of seven years after the Effective
Date, or when the indebtedness to the warrant holders has been paid, but
only subsequent to a sale of substantially all of the Debtor's assets,
merger, recapitalization, refinance or other restructuring all of which,
management is not considering likely.
Beginning March 1998 and extending through February 2005, the warrant
holders are entitled to call a vote as to whether any merger,
recapitalization, restructuring, refinance, or sale of the assets of the
Debtor should be made or effectuated. The warrant holders shall be
entitled to vote their warrants as though each warrant was one share of
common stock. No such vote occurred during 1998.
3. NOTES RECEIVABLE
----------------
At June 30, 1998, notes receivable consist of the following:
6.5% note receivable, monthly
interest and principal payments of
$6,569 until December 2002, at
which time the unpaid balance is due;
the note is collateralized by a deed
of trust on real property, fixtures
and improvements. $ 308,463
Non-interest bearing note, originally
due December 1995, in default;
the note is collateralized by 20,000
shares of the Company's common stock. 200,000
Allowance for doubtful collections (157,500)
-----------
350,963
Less current portion (60,623)
------------
$ 290,340
=============
The allowance for doubtful collections 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 years ended June 30, 1998 and 1997, the Company
increased the allowance for doubtful collections by $27,500 and $75,000
respectively. Management periodically evaluates receivable balances to
determine if impairments are evident based on available information and
events.
4. ACQUISITIONS
------------
Alaska Bingo Supply, Inc.
On August 1,1997, the Company acquired 100% of the outstanding common
stock of ABS. The acquisition was accounted for as a purchase. The
purchase price of $4,400,000 consisted of $400,000 cash, and a $4,000,000
8% convertible promissory note due in 2004, collateralized by shares of
ABS' common stock held by the Company. In order to fund this acquisition,
the Company borrowed $350,000 from third parties and $75,000 from a
related party. The promissory notes were due in equal monthly payments
from January 1998 through April 1998, but were extended through February
1999. The promissory notes to third parties are collateralized by a note
receivable by the Company. Interest on $200,000 of the notes is at 24%
and interest on the remaining $225,000 (including the related party note)
is at 12%.
Effective March 31,1998, the remaining principal balance due under the
$4,000,000 promissory note of $3,853,290, and accrued interest of $15,202,
were converted into (i) 340,329 shares of the Company's Series B
Convertible Preferred Stock ("Series B Preferred Stock"), having a face
value of $10.00 per share, and (ii) a convertible promissory note in the
principal amount of $450,000, due in September 2004 at 8% (the "Second
Note"). Each share of Series B Preferred Stock is convertible, at the
option of the holder, into one share of the Company's common stock (i) one
year from the date of issue or (ii) upon the effective date of a
registration statement registering the shares of the Company's common
stock issuable upon such conversion. No more than 311,550 shares of common
stock may be converted without the approval of the Company's shareholders.
The Company has the option, but not the obligation, to redeem all or any
portion of the Series B Preferred Stock at a redemption price of $10.00
per share. In 1998, 11,151 shares of Series B preferred stock were
redeemed. Holders of the Series B Preferred Stock are entitled to receive
an annual dividend payable at the rate of 8% per annum. The outstanding
shares of Series B Preferred Stock are non-voting.
Destination Marketing Services, Inc.
In January 1998, the Company, through DMS, a newly-formed subsidiary,
acquired certain assets, net of liabilities, of a Colorado Springs,
Colorado travel services company, in exchange for $10,000 cash and a
$69,000 10% note payable, due in 1999. This acquisition was accounted for
as a purchase, and the results of operations of DMS have been included in
the consolidated results of operations from the acquisition date.
The following unaudited proforma consolidated results of operations have been
prepared as if the acquisitions had occurred on July 1, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
Total revenues $11,568,598 $11,709,158
Loss before extraordinary item (2,229,623) (549,748)
Net income (loss) (2,229,623) 344,340
Loss per share before extraordinary item ($1.53) ($0.86)
Net income (loss) per share ($1.53) $0.29
</TABLE>
5. LONG-TERM DEBT
--------------
At June 30, 1998, long-term debt consists of the following:
Unsecured loans, $48,840 to related parties,
interest at 10% to 15%, past due and in default
or due on demand $ 297,661
Mortgage payable to a third party, collateralized
by real estate, interest at 10%, semiannual payments
with maturity in 2000 35,224
Secured convertible note, collateralized by the
Company's equity in certain Casinos USA property,
interest at 7%, reduced from 9% in July 1996,
payments of interest only due quarterly; principal
and unpaid interest due May 1999; original principal
balance of $750,000 reduced by $249,419 through an
assignment of its interest in senior secured debt
on Casinos U.S.A. The note 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 $10.00 per share 500,581
Unsecured convertible notes, $187,500 to related
parties, interest at 8%, principal and unpaid
interest due October 1998; notes are convertible
in whole or in part at the option of the holder at
any time beginning in October 1998, to common stock
at a conversion price of $5.00 per share. Upon the
effective date of a registration statement
registering the underlying shares of common stock,
notes will automatically convert 624,000
Mortgages payable to third parties, collateralized
by real estate, including $249,419 assigned from
the Company to a third party, interest at 7%,
monthly payments of $7,329 plus annual payments of
37.5% of available Bull Durham net cash flow, as
defined, due in 2004 1,074,499
Secured notes, interest at 10% and 12%, monthly
payments of $18,088, collateralized by certain
gaming equipment, due through 2000 134,700
Mortgages payable to third parties,
collateralized by real estate, interest at 9.2%,
monthly payments of $10,225 plus annual payments of
12.5% of available Bull Durham net cash flow,
as defined, due in 2004 1,119,952
Unsecured obligation, non-interest bearing,
minimum monthly payments of $6,086, due through
November 2004 492,299
Secured notes, $50,850 to related party, bearing
interest at 12%, due in installments through
February 1999, collateralized by a note receivable 140,850
Unsecured obligation to a related party, bearing
interest at 9%, due on demand 141,501
Unsecured notes to Series B preferred shareholder,
bearing interest at 8%, principal due September 2004 486,000
Unsecured note, bearing interest at 9%, principal
due March 1999, personally guaranteed by a related
party 50,000
Unsecured note, bearing interest at 10%, monthly
payments of $3,000, principal reduced by certain
accounts receivable uncollected at March 1999,
guaranteed by a related party 36,155
-------------
5,133,422
Less current portion, including debt in default (1,920,950)
--------------
$ 3,212,472
==============
Scheduled maturities of long-term debt are as follows:
For Years
Ending June 30,
1999 1,920,950
2000 480,025
2001 28,591
2002 26,380
2003 28,551
Thereafter 2,648,925
----------
Total $ 5,133,422
============
In 1997, the Company negotiated the exchange and/or restructuring of
$375,001 of certain accounts payable and short-term debt for 21,261 shares
of common stock, as satisfaction of these obligations. These transactions
resulted in an extraordinary gain from debt extinguishment of $265,723
At June 30, 1998, the Company has a $245,000 note due to a financial
institution. The note bears interest at 11.5% through April 1999, and
then is subject to a variable rate of 3% over The Wall Street Journal
prime rate of interest through the term of the note. The note is due in
installments through April 2001.
At June 30, 1998, the Company has reserved 176,000 shares of common stock
for debt conversions.
6. 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 and Global Pelican are subject to Aruban and St. Maarten
tax provisions which provide for utilization of prior years cumulative net
operating losses to offset current and future taxable income. At June 30,
1998, the Company has net operating loss carryforwards related to its
Aruban and St. Maarten operations of approximately $450,000 and $250,000,
respectively, available to reduce future taxable income.
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. Deferred
tax assets at June 30, 1998 are comprised mainly of net operating loss
carryforwards of approximately $2,330,000. The valuation allowance was
increased by $144,000 during 1998 to reserve the deferred tax assets in
their entirety.
The reconciliation between the statutory federal tax rate and the
effective tax rate as a percentage is as follows:
1998 1997
---- -----
Statutory federal income tax rate 34% 34%
Effect of net operating loss not utilized (34) (34)
----- -----
- % - %
===== =====
At June 30, 1998, the Company has available domestic net operating loss
carryforwards available to reduce future taxable income of approximately
$6,851,000 expiring in years 2008 through 2013 as follows:
Year
2008 $ 920,000
2009 1,676,000
2010 1,217,000
2011 2,615,000
2012 -
2013 423,000
-----------
$ 6,851,000
============
7. COMMITMENTS AND CONTINGENCIES
-----------------------------
Casino Masquerade
-----------------
Through February 1998, the Company, through its subsidiary BPJ Holdings,
leased the Casino Masquerade facility in the Radisson Aruba Caribbean
Resort Hotel and Casino under an operating lease that was to expire in
December 2002. Rent expense was 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, 1997 was $400,000 and $200,000 through February 1998.
The casino was closed in March 1998 due to the lessor closing the hotel
for significant repairs and improvements. In connection with the closure,
the Company wrote off approximately $330,000 in casino fixtures and
leasehold improvements.
In April 1998, the Company reached a settlement agreement with the lessor
whereby the lessor agreed to pay $250,000 in payroll costs during the
closure of the casino; make available $500,000 commencing August 1998 in
the form of two promissory notes of $250,000 bearing interest at 9% and
payable one year from the date of issuance; and provide approximately
$1,500,000 towards improvements to the casino. In addition, a new ten-
year lease agreement was negotiated, with base rents escalating from
$1,000,000 annually to $1,200,000 annually after the first five years of
the lease term. Rent payments were to commence when the hotel and casino
reopened, estimated to be January 1999.
Subsequent to year end, however, the Company determined that it was
unable to obtain funding necessary to meet certain provisions of the new
lease agreement. Therefore, the Company is currently renegotiating the
settlement with the lessor. Based on those negotiations, the Company
reassessed the carrying value of the leasehold and contract rights
associated with the property. The present value of estimated future cash
flows associated with the assets is considered to be approximately
$888,200. Consequently, the Company recognized an impairment loss of
$746,552 during the year ended June 30, 1998. The Company's estimates
related to leasehold and contract rights associated with this property, as
well as other estimates, are particularly sensitive to future change based
on these negotiations.
Pelican Casino
--------------
Effective August 1, 1996, the Company, through its subsidiary Global
Pelican, entered into a cancelable Management and Operating Lease
Agreement (the "Pelican Agreement") with a third party, whereby Global
Pelican agreed to lease and operate the Pelican Casino, located on the
island of St. Maarten. The term of the lease was for five years, with
options to renew for three additional five-year terms. Lease payments
were $30,000 per month for the initial lease term beginning in November
1996. Rent expense for the year ended 1997 was $225,000.
The Pelican Agreement provided that Global Pelican would also purchase the
equipment utilized at the casino for $225,000 in exchange for a note
payable, subject to the third party providing clear title to the
equipment. The Pelican Agreement also stated that until the equipment
liens and encumbrances were released, Global Pelican had the right to
terminate the Pelican Agreement. At June 30, 1998, the equipment remains
subject to liens and encumbrances, and Global Pelican has therefore not
purchased the equipment.
In July 1997, Global Pelican renegotiated the terms of the Pelican
Agreement, whereby Global Pelican agreed to pay approximately $20,000 per
month. Rent expense for the year ended June 30, 1998 was $235,000. The
Company is currently renegotiating the lease and equipment purchase with
the lessor.
Leases and rental operations
----------------------------
Bingo Halls
ABS leases from unrelated third parties two separate buildings that have
been configured and maintained for use as bingo halls. One lease expires
in August 2001, however, the Company has the option to extend the lease
for two additional three-year periods. The lease payments are based on
the Anchorage consumer price index. The other lease expires in July 1999,
and the Company has the option to extend the lease for one additional
five-year period. Monthly rent payments increase from $13,400 to $14,500
over the remaining term of the lease, with rent expense being recognized
on a straight-line basis. Bingo hall lease expense since the date of
acquisition was $409,600.
The Company subleases both premises on a month-to-month basis to two
charitable groups that operate bingo games at the locations. The
operations of these charitable groups are managed by a company controlled
by the wife of the holder of the Company's Class B preferred stock. Under
the sublease arrangements, the Company leases furniture and bingo
equipment to the charitable organizations for use in their operations.
The charitable groups purchase bingo supplies from the Company for use in
their operations.
Office and warehouse facilities
The Company leases its ABS office and warehouse facilities and access to a
computer system under a noncancellable operating lease which expires July
2004. The Company has options to extend the lease for two additional one-
year periods and lease payments are subject to increases based on the
Anchorage consumer price index.
The Company leases corporate office space under a noncancelable operating
lease expiring in September 1999. The Company also leases corporate
office equipment under various operating leases expiring in 1999. Lease
expense under these leases was $53,055 and $44,496 for the years ended
June 30, 1998 and 1997, respectively.
Future minimum lease payments are as follows:
<TABLE>
<CAPTION>
For years
ending Office and
June 30, Warehouse Bingo Halls Total
--------- ----------- ------------ ------
<S> <C> <C> <C> <C>
1999 $107,592 $406,740 $ 514,332
2000 71,538 237,835 309,373
2001 59,520 222,480 282,000
2002 59,520 37,080 96,600
2003 59,520 59,520
Thereafter 64,480 64,480
------- ---------- ----------
$422,170 $ 904,135 $1,326,305
========= =========== ===========
</TABLE>
Casino Las Vegas
----------------
Through April 1998, the Company leased the Casino Las Vegas facility from
the minority joint venture partner ("JVP") in the Casino Las Vegas. Rent
expense was included in the payment of 50% of the net casino profits to
the JVP. The Company transferred its interest in the casino to the JVP in
April 1998 and recognized a loss of $220,835 in connection with the
transfer.
SEC and Other Matters
---------------------
The Company previously reported an ongoing investigation by the Securities
and Exchange Commission (the "Commission"), into various matters,
including certain transactions in securities by the Company and one of its
former officers and directors. In 1998, the Company entered into a
voluntary stipulated cease and desist order with the Commission pursuant
to which the Company agreed, interalia, not to violate any provisions of
the federal securities laws in the future. As a result of entering into
the voluntary stipulated cease and desist order, investigation by the
Commission has been brought to a conclusion.
Subsequent to year end, the State of Alaska on behalf of various non-
profit organizations involved in charitable gaming, which include
organizations that lease the bingo halls from ABS, brought a lawsuit
against the previous sole shareholder of ABS. The State alleges that the
previous shareholder improperly influenced the non-profit organizations
involved in charitable gaming to execute leases with ABS that had
unreasonably high rates. The court is asked to declare the operations of
the two bingo halls leased by ABS illegal, to terminate the leases, and
seize the fixtures, furnishings, and moveable property used at these
locations, and order the premises closed for no less than one year. The
suit names ABS as a defendant in the lawsuit to the extent of allegations
of misconduct by the previous shareholder during the period when he owned
ABS. The defendants deny any wrongdoing, and are defending the litigation
vigorously. The stock purchase and sale agreement of ABS contains a
clause indemnifying the Company against any liability and reasonable
attorney's fees associated with defending the Company. Management is of
the opinion that the lawsuit will not materially affect the Company's
consolidated financial position.
Aruban Controller Costs
-----------------------
The Aruban government provides "Government Controllers" for each gaming
property operating on the island. The Aruban government recoups the
expenses of these controllers through a monthly charge per square meter of
casino space. The Casino Masquerade and other Aruban casinos are
disputing the charges. The Aruban casinos argue that the rate charged by
the government exceeds the cost of providing the controllers. The Company
recorded estimated government controller expense of $66,200 in 1997 and
$40,180 through February 1998 at the same rate paid as of December 31,
1994. The cumulative difference in the controller cost, based on the rate
charged by the government and that accrued by the Company, was
approximately $236,000 as of February 1998 when the casino was closed.
The liability was written off with the closure of the casino as it was
considered probable that it would not be required to be paid.
St. Maarten License and Controller Cost
---------------------------------------
The Pelican Casino is charged a St. Maarten Government Controller and a
casino license fee of $36,500 per month. The Company has accrued $840,000
of license and controller expense as of June 30, 1998. Although the
government has been assessing the Pelican Casino the monthly fees, Global
Pelican has not yet been granted a license, which it applied for in
October 1996. In July 1997, Global Pelican met with government
representatives and proposed to pay a one-time license issuance fee of
$112,000, of which the casino lessor has agreed to pay one-half, pay
license and controller fees accrued through May 31, 1997 of $365,000 over
a five-year term, and to pay continuing monthly fees from June 1, 1997 and
thereafter. The Company continues to negotiate this matter with the
government.
8. STOCKHOLDERS' EQUITY
--------------------
Mandatory Redeemable Convertible Preferred Stock
At June 30, 1998, 16,750 shares of Series A Mandatory Redeemable
Convertible Preferred Stock are outstanding. The Series A Convertible
Preferred Stock had a mandatory redemption date of May 31, 1995, and the
Company is currently in default. The Series A Preferred Stock has a
redemption price of $2.00 per share, subject to adjustment for certain
events such as splits and dividends. Holders of the Series A Preferred
Stock have the option to convert each share of the preferred stock into
one-tenth of one share of the Company's Common Stock.
Warrants
---------
During 1998, the Company issued 50,000 warrants to purchase common stock
exercisable at $2.50 per share as a loan fee in conjunction with the
issuance of a $50,000 note. These warrants expire July 2000. The Company
also issued 15,000 warrants to purchase common stock exercisable at $3.00
per share in conjunction with the issuance of a $150,000 note. These
warrants are exercisable the earlier of one year after the effective
declaration of the registration with the SEC, or June 1999, and expire
June 2000.
As part of the settlement agreement of the Casino Masquerade lease, the
Company issued the lessor 100,000 warrants to purchase common stock
exercisable at $3.00 per share. The warrants are exercisable the earlier
of the effective declaration of the registration statement, or April 1999.
The warrants expire April 2004.
In October 1996, in connection with a private placement of convertible
debt, the Company issued 126,100 Class E Warrants exercisable at $6.00,
126,100 Class F Warrants exercisable at $7.00, and 126,100 Class G
Warrants exercisable at $8.00 per share. The Class E, F, and G warrants
expire the earlier of 30, 90, and 120 days, respectively, after a
registration statement covering the stock underlying the Warrants is
declared effective by the Securities and Exchange Commission, or in
February 1999.
Prior to 1995, the Company issued to an underwriter a warrant to purchase
2,813 units, which consist of one share of Series A Preferred Stock and
one-half Class D Warrant at an exercise price of $24.00 per unit. This
warrant expires in April 1999.
OPTIONS
-------
During 1997 and 1998, the Company entered into agreements with two third
party companies for consulting services. Consideration for the proposed
services was to consist of common stock of the Company, and options to
purchase up to 190,000 shares of the Company's common stock.
During 1998, the Company incurred $30,000 of consulting expense related to
these agreements and issued 15,000 shares of common stock, valued at $2.00
per share, in satisfaction of the obligation. The Company terminated both
agreements prior to the end of the service periods, and therefore did not
grant any options, issue additional stock, or pay other consideration to
these two parties.
9. 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. The Company has reserved
225,000 shares of common stock for issuance under these Plans. The
options expire five years from the date of grant or upon termination of
employment.
The following number of stock options associated with these Plans is as
follows:
<TABLE>
<CAPTION>
Stock Incentive Plan Directors Total
-------------------- --------- -----
<S> <C> <C> <C>
Outstanding at June 30, 1996 81,000 25,000 106,000
Granted 10,000 10,000 20,000
Exercised - - -
Forfeited - (10,000) (10,000)
--------- ---------- ---------
Outstanding at June 30, 1997 91,000 25,000 116,000
Granted 80,000 30,000 110,000
Exercised (60,000) - (60,000)
Forfeited (76,000) (20,000)
(96,000)
--------- ---------- --------
Outstanding at June 30, 1998 35,000 35,000 70,000
========= =========== ========
</TABLE>
The weighted average exercise prices were:
<TABLE>
<CAPTION>
Stock Incentive Plan Directors
-------------------- ---------
<S> <C> <C>
1998 $ 5.43 $ 2.86
1997 $ 5.00 $ 5.00
</TABLE>
The following pro forma net income (loss) and earnings per share for 1998 and
1997 would result had the Company's compensation cost been determined using
the fair value based accounting provisions of SFAS No. 123:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net income (loss)- reported $ (2,288,699) $ 386,016
Net income (loss)- pro forma $ (2,578,699) $ 328,016
Earnings (loss) per share -
reported $ (1.61) $ 0.29
Earnings (loss) per share -
pro forma $ (1.69) $ 0.24
</TABLE>
10.FOREIGN AND DOMESTIC OPERATIONS
-------------------------------
The Company owns, operates, and develops domestic and international
projects in several geographical areas. The following table sets forth
financial information for the Company's foreign and domestic operations
for the years ended June 30, 1998 and 1997:
<TABLE>
<CAPTION>
Foreign** Domestic Total
--------- --------- ------
<S> <C> <C> <C>
1998
- ----
Revenue $5,862,745 $5,472,648 $11,335,393
Net loss (1,948,359) (340,340) (2,288,699)
Identifiable
assets 1,314,186 10,747,720 12,061,906
1997
- ----
Revenue $6,985,452 $2,248,645 $9,234,097
Net income 73,667 312,349 386,016
Identifiable
assets 2,599,591 6,568,958 9,168,549
</TABLE>
** Foreign operations include Aruba, St. Maarten and Kyrgyzstan operations.
11. SEGMENT INFORMATION
-------------------
With the acquisition of ABS in August 1997, the Company expanded its
operations to two significant lines of business, the casino gaming industry
and the distribution of bingo products. Following is a tabulation of business
segment information for the year ended June 30,1998:
<TABLE>
<CAPTION>
Casino Bingo Other Total
-------- --------- ------- ---------
<S> <C> <C> <C> <C>
Revenue $8,303,122 $2,967,343 $ 64,928 $11,335,393
Depreciation
and amorti-
zation 532,484 297,164 223,885 1,053,533
Net loss (1,896,490) (25,000) (367,209) (2,288,699)
Identifiable
assets 4,948,267 735,591 6,378,048 12,061,906
Capital
expenditures 525,569 18,132 53,971 597,672
</TABLE>
12. GLOBAL INTERNET CORPORATION
---------------------------
In July 1996, the Company and other investors formed Global Internet
Corporation ("Global Internet"), to explore opportunities related to
developing entertainment and gaming sites on the Internet. During the
year ended June 30, 1997, the Company loaned $325,000 to Global Internet
in exchange for a 10% promissory note receivable, convertible into common
shares of Global Internet and due October 31, 1997. Management became
aware that Internet gaming could impair the Company's Colorado state
gaming license. As a result of these conditions, in 1997 the Company
found it necessary to initiate actions to divest itself of its investment
in Global Internet.
On May 11, 1997, the Company and First Entertainment Inc. ("FEI") entered
into an agreement whereby the Company sold 1,500,000 of the 1,750,000
common shares of Global Internet owned by the Company, in exchange for
1,500,000 warrants, which would allow the Company to purchase 1,500,000
shares of FEI common shares at $1.25 per share for a period of five years.
The Company also sold its convertible promissory note, advances and
interest receivable of $375,000 for 30,000 shares of FEI Class B Preferred
Stock with a face value of $12.50 per share, convertible into FEI common
shares at $1.25 per share.
FEI is a thinly capitalized and thinly traded public entity that did not
appear to have resources available to continue development of Global
Internet at June 30, 1997. These factors raised concerns about the
Company's ability to realize its investment in Global Internet.
Management determined that it would be appropriate for the Company to
fully expense its investment and allow for the receivables in Global
Internet during the quarter ended June 30, 1997.
13.401(k) SAVING AND PROFIT SHARING PLAN
-------------------------------------
On July 1, 1997, the Company started a Retirement Savings and Investment Plan
(the "401(k) Plan") for the employees of the Bull Durham Casino and Alaska
Bingo Supply that is intended to qualify under Section 401(k) of the Internal
Revenue Code. Qualified employees may participate in the Company's 401(k)
Plan by contributing up to 10% of their gross earnings to the plan subject to
certain Internal Revenue Service restrictions. The Company matches an amount
equal to 100% of each participant's contribution to a maximum of 5% of their
earnings. Company contributions for the year ended June 30, 1998 were
$18,610.
<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: March 21, 2000 By: /s/ Stephen G. Calandrella
----------------------- ----------------------------------
Stephen G. Calandrella, President
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/ Stephen G. Calandrella President, Director 3/21/00
- --------------------------
Stephen G. Calandrella
/s/ Clifford C. Thygesen Director 3/21/00
- --------------------------
Clifford C. Thygesen
/s/ Clifford L. Neuman Director 3/21/00
- --------------------------
Clifford L. Neuman
