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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 0-15415
GLOBAL CASINOS, INC
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-0340206
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification number
5373 North Union Blvd, Suite 100, Colorado Springs, Colorado 80918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 590-4900
_____________________________________________
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(Former Name or Address if Changed Since Last Report)
Securities to be registered under Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.05 par value
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of Issuer'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 Issuer's revenues for the fiscal year ended June 30, 2000 were $7,371,812.
As of September 30, 2000, the aggregate market value of the Common Stock of
the Issuer based upon the average bid and asked prices of such Common Stock,
as quoted on the "pink sheets" published by the Pink Sheets, LLC, held by non-
affiliates of the Issuer was approximately $1,096,000. As of September 30,
2000, 1,546,360 shares of Common Stock of the Issuer were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
The Registrant incorporates by this reference the following:
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.
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.
15. Incorporated by reference from the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1998, as amended
and filed with the Commission on December 23, 1998.
16. Incorporated by reference from the Company's Current Report on
Form 8-K as filed with the Commission on January 8, 1999, as
amended on Current Report on Form 8-K/A as filed with the
Commission on September 2, 1999.
17. Incorporated by reference from the Company's Current Report on
Form 8-K dated December 30, 1999 as filed with the Commission on
January 14, 2000.
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FORWARD LOOKING STATEMENTS
Certain statements made in this Annual Report are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform
Act of 1995) regarding the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements made in this Report are based on current
expectations that involve numerous risks and uncertainties. The Company's
plans and objectives are based, in part, on assumptions involving the growth
and expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive
and market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are beyond the
control of the Company. Although the Company believes that its assumptions
underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements made in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements made in this Report, particularly in view of the
Company's early stage of operations, the inclusion of such information should
not be regarded as a representation by the Company or any other person that
the objectives and plans of the Company will be achieved.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Overview
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Global Casinos, Inc. ("the Company", "Global Casinos", or "Global") and
its wholly-owned subsidiaries operate in the domestic gaming industry. The
Company is organized as a holding company for the purpose of acquiring and
operating casinos, gaming properties, and other related interests. Global was
organized under the laws of the State of Utah on June 8, 1978.
During the fiscal year ended June 30, 2000, Global's subsidiaries
operating as casinos consisted of Casinos U.S.A., Inc., a Texas corporation,
("Casinos U.S.A.") and Global Pelican, N.V., a St. Maarten corporation,
("Global Pelican") and Global Central Corporation, a Colorado corporation,
("Global Central"). Global Pelican, N.V. was sold effective December 30,
1999. Casinos U.S.A. owns and operates the Bull Durham Saloon & Casino in
Black Hawk, Colorado ("the Bull Durham") and Global Central operates the
Tollgate Casino and Saloon in Central City, Colorado (the "Tollgate"). The
Tollgate was closed effective July 31, 2000. Global's subsidiary Global
Alaska Industries, Inc., an Alaska corporation, ("Global Alaska") owns Alaska
Bingo Supply, Inc., an Alaska corporation, ("ABS") in Anchorage, Alaska. ABS
is primarily engaged in the distribution of a full line of bingo related
products. It also leases facilities to one bingo hall operation.
Description of Operations
-------------------------
Casinos U.S.A. - The Bull Durham
BACKGROUND. Casinos U.S.A. was acquired on November 19, 1993. Global
Casinos acquired 100% of the outstanding common stock of Casinos U.S.A., a
Texas corporation, and Lincoln Corporation ("Lincoln") and Woodbine
Corporation ("Woodbine"), both South Dakota corporations, in exchange for
253,500 of the Company's common stock. 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.
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,
and in February 1998 the bankruptcy was discharged upon being fully
administered.
OPERATIONS. 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
limited food service in addition to beverages.
Presently, the casino occupies approximately 7,200 square feet. In
November 1998, an expansion project that increased the gaming space by 2,500
square feet, and allowed the casino to offer 26 more slot machines and two
more table games was completed. As currently configured, the casino has 147
slot machines available for play: 93 real slot machines and another 54 video
slot machines; and has three table games: two standard blackjack tables and
one three card poker table. Casinos U.S.A. owns the building in which the
Bull Durham operates, subject to three deeds of trust securing a total of
$2,650,393 in debt.
The Bull Durham's customer base consists primarily of day visitors from
Denver. Gamblers arrive on buses, which are provided by the major casinos. A
new city bus stop was built adjacent to the casino in 1999.
BANKRUPTCY PLAN OF REORGANIZATION. Under the terms of the Bankruptcy
Plan of Reorganization which was confirmed in 1997, the creditors holding the
three deeds of trust encumbering the Bull Durham property also hold warrants
exercisable to purchase up to 80% of the equity securities of Casinos U.S.A.
The warrants are exercisable for nominal cost, but only in the event there
occurs certain triggering events, such as a sale of the property or a
substantial refinancing. If the debts underlying the deeds of trust are
amortized and paid in full, the warrants terminate. However, the existence of
the warrants restricts the Company's ability to undertake certain transactions
without the consent of the creditors.
Also under the Plan of Reorganization, Global Casinos, as the operator of
the Bull Durham, has been limited to receiving only a $7,500 per month
management fee, with all the excess net cash flow, as defined, from casino
operations required to be paid to the casino's unsecured and certain secured
creditors under a schedule set forth in the Plan. In July 1999, Global Casinos
acquired all the outstanding unsecured debt of Casinos U.S.A., whereupon
Global Casinos became entitled to receive 50% of net cash flow from casino
operations with the other 50% payable to the mortgage holders. The amount of
$128,215 which Global Casinos paid on behalf of Casinos U.S.A. represents an
intercompany indebtedness from the subsidiary to the parent. During the year
ended June 30, 2000, the Company retired $73,423 of this indebtedness;
therefore only $54,792 remains as an intercompany indebtedness.
REGULATION. The Bull Durham began gaming operations in 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.
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.
The Company has been granted a casino tavern license issued under the
Colorado Liquor Code for the Bull Durham and Tollgate. As revised in 1993,
the Colorado Liquor Code now includes a casino tavern license issuable to duly
licensed and operating limited gaming casinos.
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 gaming 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. Commencing July 1999 the tax ranges
from .25 percent to two percent of adjusted gross proceeds ranging from the
first $2,000,000 to proceeds in excess of $4,000,000, respectively. In
addition, the cities of Black Hawk and Central City assess "device fees" on
each gaming unit utilized in a casino. Colorado withdrew its device fee
assessment beginning July 1999.
COMPETITION. 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 are now 20 casinos operating in the
Black Hawk market. Additionally, there are 12 casinos located approximately
one mile west in Central City. The Bull Durham Casino is relatively small in
comparison to the other casinos in the market. The Bull Durham Casino and
three others make up the small casinos, while the other 16 properties are
medium to large casinos. There are currently 7,115 gaming devices in the
Black Hawk market and 2,717 gaming devices in the Central City market. Based
upon these figures, the Bull Durham Casino currently represents only 2.1% of
the Black Hawk market. The Bull Durham attempts to stay competitive by
providing personal customer service, innovative marketing promotions and
state-of-the-art gaming devices.
SEASONALITY. Because the Bull Durham Casino is located in a small
mountain community west of Denver, it experiences its peak business during the
summer months when weather conditions are more favorable. The winter months
tend to be substantially slower when weather conditions reduce the amount of
traffic through the town.
Global Pelican - Pelican Casino (discontinued)
BACKGROUND. On August 1, 1996, Global Pelican entered into a cancelable
management and operating lease agreement to lease and operate the Pelican
Casino located on the island of St. Maarten. The casino was operated through
a subsidiary, Global Pelican, N.V., which was sold effective December 30,
1999. In October 1999, the Pelican Casino suffered substantial damage, from a
natural disaqster, to the second floor of the casino that housed all of the
accounting records. Management believes that substantially of the accounting
records were either lost or destroyed. Since no records were available to be
audited for the period from July 1, 1999 through December 30, 1999, the
Company utilized the audited numbers from the year ended June 30, 1999, to
calculated the $798,000 gain on the sale of this subsidiary. The Company
reported an unaudited net loss for the period July 1, 1999 through December
30, 1999 of approximately $343,000 on its second quarter Form 10-QSB. This
unaudited net loss would have increased the gain on the sale of this
subsidiary. Management believes that it is a more conservative presentation
to reflect the gain on the sale of subsidiary utilizing the audited financial
information from June 30, 1999.
OPERATIONS. The Company operated the Pelican Casino, located on the
island of St. Maarten, from August 1996 to December 1999. The casino sat on
the west side of the island which is controlled by the Dutch. The Pelican
Casino was located in one of the largest time-share complexes on the island,
the Pelican Resort, which has over 700 rooms. The casino occupied 7,000 square
feet and featured 140 slot machines, five black jack tables, two Pelican
Poker, two roulette wheels, one craps table, and one Let-it-Ride table.
Global Alaska - Alaska Bingo Supply
BACKGROUND. On August 1, 1997, the Company, through its wholly-owned
subsidiary, Global Alaska, acquired all the outstanding shares of stock of
ABS. The purchase price of $4,400,000 consisted of $400,000 cash and a
$4,000,000 8% convertible promissory note taken by the seller, collateralized
by shares of ABS common stock held by the Company. To fund the acquisition,
the Company borrowed $350,000 from third parties and $75,000 from a related
party. These 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) was at 12%. At June 30, 2000,
the balance on the remaining notes was $52,500. During fiscal year 1999,
$50,850 remaining on the related party note was converted to Class C Preferred
Stock. The balance on the remaining note has been extended.
Effective March 31, 1998, the remaining principal balance of $3,853,290
due under the $4,000,000 promissory note 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%. Effective December 31, 1998, $150,000 of the
Second Note was converted to 15,000 shares of Series B Preferred Stock,
leaving a principal balance on the Second Note of $300,000.
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. However, if certain minimum periodic preferred stock redemptions do
not occur, the conversion price changes from $10.00 per share to the current
market price. 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, 2000, the Company redeemed 51,757 shares of Series B Preferred Stock
and paid $218,971 of dividends.
OPERATIONS. 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 one bingo hall 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.
REGULATION. 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.
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.
As more fully discussed under Legal Proceedings, the government had
brought an action against the former owners of ABS, as well as ABS, claiming
the former owners violated state laws and regulations in their operation of
ABS prior to its sale to the Company. That legal action was dismissed as to
ABS and the Company.
COMPETITION. ABS experiences direct competition from a number of other
companies which also distribute pull tabs, bingo paper, bingo equipment and
coin boards. In addition, ABS has learned that two additional entities are
considering entering the Anchorage market. 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.
While bingo and pull tabs are the only legalized form of gaming in the
State of Alaska, there is discussion concerning the possible legalization of
video poker and video lottery. Should these be legalized, their entry into
the market would substantially and adversely impact the bingo market.
SEASONALITY. 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.
DEPENDENCE ON CUSTOMERS AND SUPPLIERS. During fiscal 2000, approximately
16% of bingo product sales were attributed to two significant customers.
During fiscal 1999, approximately 28% of bingo sales were attributed to two
significant customers. Approximately 28% and 41% of ABS's bingo product
supply purchases were from a single third party supplier during fiscal 2000
and fiscal 1999, respectively. 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.
Global Central - Tollgate (discontinued)
BACKGROUND. Effective August 7, 1999, the Company entered into a Lease
and Option Agreement (the "Lease") pursuant to which it leased the Tollgate
Casino and Saloon in Central City, Colorado. The term of the Lease is 24
months and grants to the Company the option to purchase the casino and
associated real estate and equipment at any time prior to the expiration of
the Lease at a purchase price of $1,400,000. The Company also leased certain
additional gaming equipment from a third party that had previously operated
the casino under terms that also grant the Company the ability to purchase the
equipment at the end of the 24 month term for $35,000. The Company obtained
gaming and casino licenses and opened the Tollgate for operation in August
1999. The Tollgate was closed effective August 1, 2000 due to continuing
operating losses.
BPJ Holdings - Casino Masquerade, Aruba (discontinued)
In April 1994, the Company purchased a 66-2/3% interest in Global
Entertainment Group, Inc. N.V. ("Global Entertainment"). Global
Entertainment, through BPJ Holdings N.V. ("BPJ"), its wholly-owned subsidiary,
owned and operated Casino Masquerade located in the Radisson Aruba Resort and
Casino on the Caribbean island of Aruba, Netherlands Antilles. The Company
acquired the remaining 33-1/3% interest in Global Entertainment in July, 1995.
During February 1998, Global was notified that the resort would close
effective March 1, 1998, for extensive remolding that would cause a relocation
of the casino area. In April 1998, the Company reached a settlement agreement
with the lessor of the casino space regarding payment of working capital
expenditures and casino improvements, as well as the provision of new lease
terms.
The Company determined that it was unable to meet the funding provisions
of the proposed new lease agreement and recorded an impairment loss of
$746,500 on the leasehold and contract rights during the year ended June 30,
1998. On December 23, 1998, the Company completed the dissolution of Casino
Masquerade under a settlement agreement with the hotel. In consideration, the
Company received a cash payment of $400,000 and the issuance of hotel trade
credits having a face value of $600,000. The hotel credits can be used for a
six-year period commencing January 1, 2000, usable at the rate of $100,000 per
year. The Company recognized a gain of $239,570 in connection with the lease
settlement and closing of the casino.
Effective December 31, 1998, the Company agreed to sell all of the
outstanding shares of BPJ to an unaffiliated third party. The Company
recognized a loss of $55,714 in connection with the disposition.
DMS (discontinued)
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. Effective October 1, 1998, the Company
sold in a management buy-out all of the outstanding shares of common stock to
DMS's president. Under the terms of the buy-out, the Company will receive an
aggregate of $20,000 over three years and will be indemnified against certain
liabilities, including payroll taxes. DMS was not considered to be a
significant subsidiary of the Company. The Company recognized a gain of
$5,394 in connection with the disposition.
Ecuador (discontinued)
During fiscal year ended June 30, 1999, the Company opened and closed a
small gaming operation located in a hotel in a resort town in Ecuador. The
Company's capital investment in this operation was not material and, due to
unfavorable financial and political conditions, the Company elected to close
the casino after a few months of operation.
Employees
---------
The Company's executive officers are: Stephen G. Calandrella, President
and CEO, and Eric Hartsough, Vice President of Operations.
The Bull Durham Casino, Tollgate Casino and Global Pelican Casino each
operate with an on-site general manager who serves without a written
employment contract. During fiscal 2000, the Company's three operating
casinos employed a total of 138 persons, including both full and part-time
employees as follows:
<TABLE>
<CAPTION>
Full-Time Part-Time Total Employees
--------- --------- ---------------
<S> <C> <C> <C>
Bull Durham Casino 36 25 61
Tollgate Casino
(discontinued) 11 17 28
Pelican Casino 46 3 49
-------- ------- -------
Totals 93 45 138
-------- ------- -------
</TABLE>
ABS has seven full-time employees.
Intellectual Property
---------------------
The Company has a registered service mark for the name "Global Casinos,"
together with its logo. The Company does not claim any other intellectual
property protection to any of its assets and does not believe that its
intellectual property is material to its operations.
Consultants
-----------
The Company had no material consulting agreements at June 30, 2000.
ITEM 2. DESCRIPTION OF PROPERTY
Corporate Offices: Colorado Springs, Colorado
----------------------------------------------
The Company is currently utilizing office space of a related party and is
not responsible for any rent payment. The market rate of rent was calculated
and as this amount is immaterial to the financial results of the Company no
rent expense was recorded for the office space for the year ended June 30,
2000. During fiscal 1999, the Company was able to sublet its prior office
space in Denver, Colorado. Under the terms of the sublet, the Company has had
to pay a net lease deficiency of $1,000 per month, which obligation ended
September 1999.
Operating Subsidiaries
----------------------
The facilities and properties of the Company's operating facilities are
more fully described in Item 1 of this Report and are incorporated herein by
this reference.
ITEM 3. LEGAL PROCEEDINGS
The Company and its officers and directors are involved in the following
material legal proceedings:
Securities and Exchange Commission
----------------------------------
In the Matter of Global Casinos, Inc. and William P. Martindale,
Securities Act Release No. 33-7586, Exchange Act Release No. 34-40469
(September 24, 1998). On September 24, 1998, the Company and its former
director, William P. Martindale, voluntarily entered into a Voluntary Consent
Decree with the Securities and Exchange Commission, pursuant to which an
Administrative Order was entered by the Commission directing the Company and
Mr. Martindale to cease and desist from future anti-fraud violations of the
federal securities laws.
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. 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.
Civil Litigation
----------------
James E. Tice and Jeannette L. Tice and Global Casinos, Inc. vs. William
P. Martindale, Circuit Court, 8th Judicial District, State of South Dakota,
County of Lawrence, Civil No. 99-44. This matter involves the foreclosure
against certain real property located in Deadwood, South Dakota which the
Company believed it had acquired in its acquisition of Woodbine Corporation in
1993. In that transaction, the Company acquired Casinos, USA, Lincoln
Corporation and Woodbine Corporation from William P. Martindale and others in
consideration of a substantial number of shares of the Company's common stock.
It had been represented to the Company that Lincoln and Woodbine Corporations
owned the two casinos in Deadwood, South Dakota that the Company believed it
was acquiring. The Company subsequently discovered that Woodbine Corporation
had no direct or indirect ownership of a casino; but rather the casino was
held by William P. Martindale under an Installment Land Sale Contract. Mr.
Martindale has been joined in this litigation as the result of his refusal to
transfer to the Company his interest under the Installment Land Sale Contract.
Botelho v. Griffin, et al. This matter involved an action brought by
regulatory authorities of the State of Alaska against Mark Griffin, Susan
Griffin and others, including the Company's subsidiary, Alaska Bingo Supply,
Inc. In the action, the State of Alaska alleged several violations of Alaska
law pertaining to the operation of charitable gaming and bingo supply
distribution, particularly when those activities were conducted by the
Company's predecessors in interest, Mark and Susan Griffin. The action has
been dismissed as to ABS and the Company.
Michael Jacobs vs. Global Casinos, Inc. This matter was filed as a civil
action which has been stayed pending mandatory arbitration. Mr. Jacobs was a
former employee of the Company in Dallas, Texas and is asserting claims for
compensation for services rendered while under the supervision of William P.
Martindale at the Company's then existing Dallas, Texas office. The Company
has retained local legal counsel and is vigorously defending the matter. The
Company believes that the likelihood of a material adverse outcome in this
matter is remote.
The Company customarily has numerous indebtedness and trade payables that
have matured and as to which the Company is currently in default. The Company
routinely engages in active dialog with each of its creditors, although from
time to time the Company is sued for collection.
In addition, the Company is indebted to Astraea Investment Management, LP
("Astraea"), the holder of the first deed of trust against the Bull Durham
Casino in Blackhawk, Colorado. The note that is in default is not the note
secured by the deed of trust, but rather an unsecured note in the approximate
principal amount of $510,000. The Company is in active dialog with the
principals of Astraea in an effort to reach a resolution of this outstanding
default.
In addition to the Astraea note, at June 30, 2000 there were outstanding
promissory notes held by non-affiliated third parties totaling approximately
$236,000 in principal and $148,000 in accrued and unpaid interest. These
notes are unsecured, fully matured, and in default. While the Company
communicates with these creditors in an effort to settle their claims, there
can be no assurance that it will be successful in these efforts.
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, 2000.
<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The outstanding shares of Common Stock are traded over-the-counter and
quoted in the "pink sheets" published by the Pink Sheets, LLC under the symbol
"GBCS". In July 1999, the Company's securities were delisted from the Nasdaq
Small Cap Market. The delisting was effective July 7, 1999; accordingly, all
trading information set forth below prior to July 7, 1999 reflects trading on
the Nasdaq Small Cap Market, and market information beginning July 8, 1999
pertains to trading on the "pink sheets." The reported high and low bid and
ask prices for the common stock are shown below for the period from July 1,
1998 through September 30, 2000.
<TABLE>
<CAPTION>
Sales
High Low
<S> <C> <C>
1999 Fiscal Year
First Quarter $ 2.25 $ 1.31
Second Quarter 1.94 .60
Third Quarter 1.69 .88
Fourth Quarter 2.69 1.06
2000 Fiscal Year
First Quarter $ .50 $ .25
Second Quarter $ .50 $ .25
Third Quarter $ .50 $ .25
Fourth Quarter $ .50 $ .25
Bid Ask
High Low High Low
<S> <C> <C> <C> <C>
2001 Fiscal Year
First Quarter $0.63 $0.38 $1.25 $0.75
</TABLE>
The bid and ask prices of the Company's common stock as of September 30,
2000 were $.38 and $.50, respectively, as reported on the "pink sheets". The
"pink sheet" prices 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, 2000, there were approximately 744 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 on common
stock 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.
There are issued and outstanding a total of 244,572 shares of Series B
Convertible Preferred Stock which are held by Mark Griffin, the seller of ABS.
All outstanding shares of Series B Preferred Stock accrue a cumulative
dividend at the rate of 8% per annum. At June 30, 2000, there had accrued and
were outstanding cumulative dividends on the Series B Preferred Stock of
$8,041.
The Company also has outstanding a total of 487,172 shares of Series C
Convertible Preferred Stock which accrues a cumulative dividend at the rate of
7% per annum. At June 30, 2000, cumulative dividends on the Series C
Preferred Stock had accrued in the amount of $59,565.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements in this Management's Discussion and Analysis of
Financial Condition and Results of Operations 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.
Results of Operations - Year June 30, 2000 Compared to the Year Ended June 30,
1999
REVENUES. Revenues for fiscal year 2000 were $7,372,000 compared to
revenues of $9,069 for fiscal year 1999. This decline was the result of our
discontinuing casino operations at one unprofitable location, resulting in
casino revenues decreasing from $4,981,000 to $3,440,000, a decrease of 31%.
Because we closed several unprofitable casinos, this decline is actually
viewed as a favorable change.
EXPENSES. As revenues decreased by 19% from Fiscal year 1999 to Fiscal
year 2000, expenses also declined, from $9,510,000 to $8,755,000, a decrease
of $755,000, or 8%. This consisted primarily of a reduction in labor and other
general and administrative expenses associated with the discontinued
operations.
LOSS FROM OPERATIONS AND NET LOSS. Our loss from operations increased
from $441,000 in Fiscal year 1999 to $1,383,000 in Fiscal year 2000. This
comparison is skewed due to an extraordinary event in Fiscal year 1999 that
improved results of operations for that period. Similarly, our net loss for
Fiscal year 2000 of $1,095,000 was $505,000 greater than in Fiscal year 1999,
due to the same extraordinary event. Results of operations from bingo
operations were fairly constant, bingo hall rental was reduced due to the loss
of one facility, and casino operations at the Bull Durham were level. However,
we suffered a significant loss from our operations at the Tollgate, which was
subsequently closed, in part due to impairments that were booked because of
that casino's operating losses.
CASH FLOWS. Operating activities for Fiscal year 2000 used cash of
$62,000. However, this net use of cash includes a gain on sales of marketable
securities of $654,000. Investing and financing activities were each net cash
users, although in decreased amounts compared to Fiscal year 1999.
Liquidity and Capital Resources
-------------------------------
The Company's primary source of cash is internally generated through
operations. Historically, cash generated from operations has not been
sufficient to satisfy working capital requirements and capital expenditures.
Consequently, the Company has depended on funding through debt and equity
financing to address these shortfalls. The Company has also relied, from time
to time, upon loans from affiliates to meet immediate cash demands. There can
be no assurance that these affiliates or other related parties will continue
to provide funds to the Company in the future as there is no legal obligation
to provide such loans.
At June 30, 2000, the Company continued to suffer from a lack of
liquidity and working capital deficit. Current assets were $1,700,000 compared
to current liabilities of $4,145,000 resulting in a working capital deficit of
$2,445,000. This working capital deficit, combined with the Company's
continuing losses from operations, has led our independent auditors to qualify
their audit opinion due to doubts about our ability to continue as a going
concern.
The Company is in default under several unsecured loans and loan
agreements. The Company continues to address debt currently in default by
negotiating extensions and other modifications to the terms of these debts and
by conversion of debt to equity, restructuring of amounts due and payment
terms, etc. Management expects to be able to complete these negotiations
successfully, as it continues to have excellent working relationships with
existing creditors.
While the Company continues to face a shortage of working capital, the
deficiency decreased from $2,507,838 at June 30, 1999 to $2,445,116 at June
30, 2000. Current assets decreased from $2,703,614 at June 30, 1999 to
$1,700,041 at June 30, 2000, a decrease of $1,003,573 or 37%. Current
liabilities decreased from $4,871,451 at June 30, 1999 to $4,145,207 at June
30, 2000, an increase of $726,244 or 15%. The decrease in the working capital
deficit was due mainly to the write-off of thee accrued casino license fees in
conjunction with the disposal of the Pelican Casino.
During the year ended June 30, 2000, the Company purchased approximately
$2,349,000 more in marketable securities compared to the same period in 1999.
The securities are held for trade and are valued at their current market
value. Included in marketable securities at June 30, 1999 were 220,000 shares
of First Entertainment (FEI) common stock with a recorded value of $1.27 per
share. The Company acquired the FEI stock through the divestiture of its
investment in Global Internet in May 1997. The Company 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. In addition, the
Company sold 1,500,000 of the 1,750,000 common shares of Global Internet in
exchange for 1,500,000 warrants of FEI, 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. Because FEI was thinly capitalized at the time, the Company
was unable to assign a value to the transaction and recognized a loss on the
investment.
On December 31, 1998, the Company converted all of its FEI Class B
preferred stock to FEI common stock. In July 1999, the Company sold the
remaining shares of FEI common stock at a realized gain of 172,154.
Throughout the fiscal year, the Company has tried to offset its losses
from operations with gains from sales of its portfolio of marketable
securities. The Company will from time to time invest in selected marketable
securities as a short term investment strategy for available cash. Generally,
these investments are limited to equity stocks that present a value or growth
opportunity for the portfolio. Purchases are made with the intention that the
securities purchased will be held for 12 months or less, are not traded
frequently, and are monitored closely to minimize the inherent risks of market
fluctuations. During the fiscal year ended June 30, 2000, the Company
recorded combined realized and unrealized gains totaling $143,471, which
includes the FEI common stock disposition gains of $172,154 described above.
During the year ended June 30, 2000, certain debt restructurings resulted
in $20,566 gains reported as extraordinary items. The Company will continue
to work toward renegotiating its current debts to extend their maturities or
obtain reduced payments.
Effective December 1998, the Company issued a new series of Class C
preferred stock. The stock has a par value of $.01, is voting, and is
convertible into common stock at a rate of $1.20. Holders of Class C
preferred stock are entitled to receive dividends at the annual rate of 7%
based on the stated value per share. The dividends are cumulative, with any
outstanding unpaid dividends bearing interest at an annual rate of 10%. In
total, principal of $487,220 and accrued interest of $97,385 were converted to
487,172 shares of Class C preferred stock. Included in this transaction were
principal and interest of $299,720 and $64,943, respectively, owed to related
parties that were converted into 303,886 shares of Class C preferred stock.
During 2000, a related party made working capital loans to the Company in
the amount of $560,596. The loans accrue interest at 8%. The Company paid
$341,071 in cash and assigned an account receivable in the amount of $43,766,
a note receivable in the amount of $80,000 and marketable trading securities
in the amount of $530,872 to reduce principal and accrued interest of the
outstanding working capital loans during the year.
Net cash provided by operating activities decreased by approximately
$654,000 to net cash used of approximately $62,000 for the year ended June 30,
2000 compared to net cash provided of approximately $592,000 for the same
period in 1999. The decrease is primarily the result of the gain of $798,000
realized on the disposition of the Pelican Casino. This gain is discussed in
more detail in item 1 of this report.
Net cash used in investing activities decreased by approximately $196,000
to $33,000 during the year ended June 30, 2000 compared to $229,000 for the
same period in 1999. The main reason for the decrease is that the Company
received $400,000 in fiscal year 1999 as part of the Casino Masquerade lease
settlement. The Company purchased $504,000 less in fixed assets during the
year ended June 30, 2000 compared to the period in 1999.
The Company used approximately $236,000 in cash for financing activities
during the year ended June 30, 2000 compared to approximately $581,000 during
the same period in 1999. Proceeds in excess of payments of long-term debt and
notes payable was approximately $542,000 for the year ended June 30, 2000
compared to approximately $167,000 for the same period in the prior year, an
increase of approximately $375,000.
As of June 30, 2000 none the Company's subsidiaries have commercial bank
credit facilities. Management is currently negotiating with several financial
institutions to obtain revolving lines of credit for the operating
subsidiaries to use for working capital during slow seasons.
During 1999, the Company opened and closed the Casino Calypso located in
the Hotel Calypso in Salinas, Ecuador. Due to unfavorable financial and
political conditions the Company elected to close the casino after a few
months of operation.
Effective August 7, 1999, the Company entered into a lease and option
agreement (the "lease agreement") to lease the Tollgate Saloon & Casino in
Central City, Colorado. The Company paid a $30,000 deposit upon inception of
the lease agreement, of which $10,000 is nonrefundable. The term of the lease
is 24 months with monthly rent of $6,000. The Company has the option to
purchase the casino and associated real estate and equipment at any time prior
to the expiration of the lease agreement at a purchase price of $1,400,000.
In addition, the Company entered into an agreement with a third party who had
previously operated the casino to lease additional gaming equipment under
terms that grant the Company the ability to purchase the equipment at the end
of the 24-month term for $35,000. The equipment lease requires monthly rents
of $1,700.
As of June 30, 1999, the Company has 96,500 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. All of the 96,500 shares
outstanding represent the balance of original shareholders that agreed to
waive redemption in return for the lower conversion price on the preferred
stock. A total of 12,500 shares of Series A preferred stock was converted to
common stock during the fiscal year. All of the Class D warrants originally
issued as part of the unit expired in May, 1997.
On July 7, 1999, the Company's common stock was delisted from the NASDAQ
exchange due to concerns related to the public interest. If the Company is
unsuccessful in its efforts to have its common stock relisted on NASDAQ, this
situation could have an adverse impact on the Company's ability to raise new
capital through additional equity offerings.
The Company continues its efforts to formulate plans and strategies to
address the Company's financial condition and increase profitability.
Management will continue to address debt currently in default by negotiating
with creditors to convert debt to equity, extend maturity dates of debt, and
accept reduced payment terms. The Company has and will also continue to
dispose of non-performing assets and gaming investments, explore acquisition
opportunities, and improve operating efficiencies at its existing properties.
Management believes that these plans will result in increased liquidity and
future profitability, however, there is no assurance that management actions
will result in increased liquidity or future profitability.
We continue to seek solutions to our liquidity deficit. In the past
years, we have closed casinos and other operations that proved to be
unprofitable and have attempted to renegotiate the terms of our short and long
term debt. However, there can be no assurance that these efforts will be
successful in improving our ability to continue as a going concern.
Outlook
-------
With the closure of the casinos in Aruba, St. Maarten, Equador and
Central City, the Company has streamlined its operations, which now consist of
the Bull Durham and Alaska Bingo Supply. We believe that those operations can
each be self-sustaining. However, they are not expected to be sufficiently
profitable to relieve our debt posture or working capital deficiency. These
make it unlikely that we could take advantage of future opportunities without
a significant capital infusion.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are filed as part of this report:
Report of Independent Auditors;
Audited Balance Sheet as of June 30, 2000;
Audited Statements of Operations for the Years Ended June 30, 2000 and
1999;
Audited Statements of Stockholders' Equity for the Years Ended June 30,
2000 and 1999;
Audited Statements of Cash Flows for the Years Ended June 30, 2000 and
1999; and
Notes to Financial Statements.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 2000 AND 1999
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Balance Sheet - June 30, 2000 . . . . . . . . . . . . F-4 to F-5
Consolidated Statements of Operations -
Years Ended June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . .F-6
Consolidated Statements of Stockholders' Equity -
Years Ended June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . .F-7
Consolidated Statements of Cash Flows -
Years Ended June 30, 2000 and 1999 . . . . . . . . . . . . . . . . F-8 to F-9
Notes to Consolidated Financial Statements . . . . . . . . . . . F-10 to F-24
<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, 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 2000 and 1999. 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, 2000, and the results of their
operations and their cash flows for the years ended June 30, 2000 and 1999, 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 $835,000 and $323,000 during the years ended June 30,
2000 and 1999, respectively, and had a working capital deficiency of
approximately $2,445,000 and $2,508,000 at June 30, 2000 and 1999,
respectively. In addition, the Company is in default on various loan
agreements. 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.
GERALD R. HENDRICKS & COMPANY, P.C.
Westminster, Colorado
September 20, 2000
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(in thousands)
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 174
Trade receivables, net of allowance for
doubtful accounts of $89 265
Inventory 285
Current portion of notes receivable 69
Marketable trading securities 800
Other 107
--------
Total current assets 1,700
--------
Property, plant and equipment:
Land 518
Buildings and improvements 4,072
Equipment 1,726
--------
6,316
Accumulated depreciation and amortization (1,965)
--------
4,351
--------
Other assets:
Leasehold rights and interests and
contract rights, net of amortization
of $1,122 1,168
Goodwill, net of amortization of $421 1,744
Hotel credits, net of impairment
allowance of $284 189
Notes receivable, net of current portion,
and allowance for doubtful accounts
of $221 113
Other 21
--------
3,235
--------
$ 9,286
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including $96
to a related party $ 721
Accrued expenses 203
Accrued interest, including $21 to
related parties 414
Other accrued liabilities 644
Notes payable 192
Current portion of long-term debt:
Related parties 727
Debt in default 772
Other debt 432
Other 40
-------
Total current liabilities 4,145
-------
Long-term debt, less current portion 2,713
-------
Mandatory redeemable, voting, Class C
preferred stock, 487,171 shares issued
and outstanding 585
-------
Commitments and contingencies
Stockholders' equity:
Preferred stock - convertible;
10,000,000 shares authorized
Class A - $2 par value, nonvoting,
96,500 shares issued and outstanding 193
Class B - $.01 par value, nonvoting,
244,572 shares issued and outstanding 2
Common stock - $.05 par value; 50,000,000
shares authorized; 1,546,360 shares
issued and outstanding 77
Additional paid-in capital 11,818
Accumulated deficit (10,247)
--------
1,843
--------
$ 9,286
========
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
Years ended June 30,
2000 1999
---- ----
<S> <C> <C>
Revenues:
Casino $ 3,440 $ 4,981
Bingo 3,595 3,593
Food and beverage 302 267
Other 35 228
---------- ----------
7,372 9,069
---------- ----------
Expenses:
Cost of bingo supply sales 1,609 1,615
Cost of food and beverage 524 547
Operating, general, and
administrative, including $65
and $62, respectively, to a
related party 5,111 6,227
Depreciation and amortization 864 852
Impairment losses 647 269
---------- ----------
8,755 9,510
---------- ----------
Loss from operations (1,383) (441)
---------- ----------
Other income (expense):
Interest income 23 36
Interest expense, including $49
and $37, respectively,
to related parties (437) (493)
Gain on investment in subsidiary 798 2
Realized gain on the sale of
marketable trading securities 654 274
Adjustment to market value of
marketable trading securities (511) 215
---------- ----------
527 34
---------- ----------
Loss before extraordinary item (856) (407)
Extraordinary item:
Gain from debt restructuring 21 84
---------- ----------
Net loss (835) (323)
Dividends on Class B and Class C
preferred stock (260) (267)
---------- ----------
Net loss available to common
stockholders $ (1,095) $ (590)
========== ==========
Loss per share - basic and diluted:
Loss before extraordinary item $ (0.72) $ (0.44)
Extraordinary item 0.01 0.05
---------- ----------
Net income (loss) available to
common stockholders $ (0.71) $ (0.39)
========== ==========
Weighted average shares
outstanding 1,546,360 1,528,062
========== ==========
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2000 AND 1999
(in thousands)
Preferred Stock Additional Accumu-
Class A Class B Common Stock Paid-in lated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at June 30,
1998 109,000 $ 218 329,178 $ 3 1,504,344 $ 75 $12,551 $ (8,562) $ 4,285
Shares issued in
conversion of
mandatory
redeemable
preferred
stock to
common stock 175 3 3
Shares issued in
conversion of
Class A -
preferred stock
to common stock (12,500) (25) 2,222 24 (1)
Class B shares
issued in debt
conversion 15,000 150 150
Redemption of Class
B preferred
stock (47,849) (478) (478)
Common stock issued
in debt
conversion 39,619 2 85 87
Dividends on Class B
preferred stock (250) (250)
Dividends on Class C
preferred stock (17) (17)
Net loss (323) (323)
--------------------------------------------------------------------------------------------------
Balances at June 30,
1999 96,500 193 296,329 3 1,546,360 77 12,335 (9,152) 3,456
Redemption of Class
B preferred
stock (51,757) (1) (517) (518)
Dividends on Class
B preferred stock (217) (217)
Dividends on Class C
preferred stock (43) (43)
Net loss (835) (835)
------------------------------------------------------------------------------------------------------------
Balances at June 30,
2000 96,500 $ 193 244,572 $ 2 1,546,360 $77 $ 11,818 $(10,247) $ 1,843
============================================================================================================
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASHFLOWS
(in thousands)
Years ended June 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (835) $ (323)
---------- ----------
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization 864 852
Provision for doubtful accounts 45 99
Net gain on sales of marketable
trading securities (654) (274)
Adjustment to market value of
marketable trading securities 511 (215)
Extraordinary gain from
extinguishment of debt (21) (84)
Impairment losses 647 269
Expensing of prepaid rent - 71
Non-cash compensation 9 -
Gain on sale of subsidiary (798) (2)
Changes in operating assets and
liabilities, net of effects of
acquisitions and dispositions:
Accounts receivable 11 (172)
Inventory (27) 25
Purchases of marketable trading
securities (2,733) (384)
Sales of marketable trading
securities 2,397 157
Other current assets (11) 24
Accounts payable 239 (14)
Accrued expenses 151 575
Accrued interest 143 (12)
---------- ----------
773 915
---------- ----------
Net cash provided by (used in)
operating activities (62) 592
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of building improvements
and equipment (102) (606)
Collections on notes receivable 65 61
Other assets 4 (4)
Issuance of notes receivable - (80)
Settlement upon termination of
operating lease - 400
---------- ----------
Net cash used in operating
activities (33) (229)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt $ (787) $ (431)
Issuances of debt 1,329 598
Redemption of mandatory preferred
stock - (3)
Redemption of Class B preferred
stock (518) (478)
Dividends on Class B and Class C
preferred stock (260) (267)
---------- ----------
Net cash used in financing
activities (236) (581)
---------- ----------
Net decrease in cash (331) (218)
Cash at beginning of year 505 723
---------- ----------
Cash at end of year $ 174 $ 505
========== ==========
Supplemental cash flow information:
Cash paid for interest $ 331 $ 457
========== ==========
Cash paid for dividends $ 219 $ 240
========== ==========
Supplemental disclosure of non-cash
investing and financing activities:
Debt converted to common stock:
Mandatory redeemable preferred
stock $ - $ 4
Long-term debt - 87
---------- ----------
$ - $ 91
========== ==========
Debt converted to Class B
preferred stock $ - $ 150
========== ==========
Debt converted to Class C
preferred stock $ - $ 585
========== ==========
Fixed assets acquired through
long-term debt $ 374 $ 61
========== ==========
Transfer of land, building and
improvements to property rights
held for sale $ - $ 200
========== ==========
Assignment of marketable trading
securities and accounts and
notes receivable to a related
party in lieu of payment on
long-term debt $ 655 $ -
========== ==========
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
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, in 1999 internationally, and
distributes bingo supplies and leases bingo facilities domestically. 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 USA, INC. ("Casinos USA"), 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 INDUSTRIES ("Global Alaska"), an Alaska corporation,
which acquired Alaska Bingo Supply, Inc. ("ABS") located in
Anchorage, Alaska on August 1, 1997 (Note 2). 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 bingo hall operators. Certain of the bingo halls are
managed by the wife of the holder of the Company's Class B preferred
shares.
WOODBINE CORPORATION ("Woodbine"), a South Dakota corporation,
which operated Lillie's Casino ("Lillie's") in Deadwood, South
Dakota through June 30, 1995.
GLOBAL CENTRAL, a Colorado corporation, began the operation of the
Tollgate Saloon & Casino, located in the limited stakes gaming
district in Central City, Colorado, in August 1999 and closed the
casino in July 2000. See Note 7.]
GLOBAL PELICAN N.V. ("Global Pelican"), a St. Maarten Limited
Liability Company which operated the Pelican Casino on the island of
St. Maarten in the Dutch Netherlands Antilles. The Company disposed
of its investment in Global Pelican in December 1999 (Note 2).
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. The Company disposed of its
investment in BPJ in December 1998 (Note 2).
DESTINATION MARKETING SERVICES, INC. ("DMS"), a Colorado
corporation, which acquired the net assets of a Colorado travel
services company in January 1998. The Company disposed of its
investment in DMS in October 1998 (Note 2).
Estimates and Assumptions
-------------------------
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. Examples include depreciation,
amortization, and allowances for doubtful accounts. Actual results could
differ from those estimates.
Management's Plans
------------------
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred
recurring operating losses, incurred net losses of approximately $835,000
and $323,000 during the years ended June 30, 2000 and 1999, respectively,
and had working capital deficiencies of approximately $2,445,000 and
$2,508,000 at June 30, 2000 and 1999, respectively. The Company is in
default on various loan agreements and has ceased operating all but one
of its casino operations as of July 2000. These conditions raise
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.
The Company continues its efforts to formulate plans and strategies to
address its financial condition and increase profitability. Management
will continue to address debt currently in default by negotiating with
creditors to convert debt to equity, extend maturity dates of debt, and
accept reduced payment terms. The Company continues to explore methods
to increase profitability; however, there can be no assurances that
management will be successful in their efforts.
Cash and Cash Equivalents
-------------------------
Cash consists of demand deposits, vault cash used in casino operations,
and cash provided for use in the leased bingo hall facilities. The
Company considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents.
Inventories
-----------
Inventories primarily consist of bingo supplies and are stated at the
lower of cost 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
becomes due. Marketable trading securities are accounted for on a trade
date basis. Where possible, realized gains and losses on the sales of
marketable trading securities are determined using the specific
identification method. If the specific identification method cannot be
utilized, realized gains and losses are determined using the first-in,
first-out method.
Advertising Costs
-----------------
The Company expenses all advertising costs as they are incurred.
Fair Value of Financial Instruments
-----------------------------------
The carrying values of the Company's financial instruments classified as
current assets and liabilities approximate fair value due to the short
maturities of these instruments. The carrying values of notes receivable
and long term debt approximate fair values because stated interest rates
on these instruments are similar to returns management believes are
currently available to the Company for instruments with similar risks.
Marketable securities are considered to be trading securities, and are
carried on the balance sheet at their market value. Market value is
determined by the traded price of the security in the public market at
the balance sheet date.
Marketable securities are transacted on either a cash or margin basis.
In margin transactions, the Company is extended credit that is
collateralized by cash and securities in the Company's account. The
Company is required to maintain margin collateral in compliance with
various regulatory and other guidelines, and make adjustments of
collateral levels in the event of excess market exposure. Included in
other accrued expenses at June 30, 2000 are marketable securities of
$405,562 transacted on a margin basis.
Hotel credits are presented at their estimated realizable value.
Property, Plant and Equipment
-----------------------------
Property, plant and equipment consists of land, building and
improvements, and equipment, and are carried at cost. Depreciation is
computed using the straight-line method over the estimated useful lives.
The building is depreciated over 31 years, and improvements and equipment
are depreciated over five to seven years.
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 and Casinos USA. The leasehold and contract rights
are amortized over eight years. Goodwill is amortized over fifteen
years.
Valuation of Long-Lived Assets
------------------------------
The Company performs an annual assessment to determine whether there has
been impairment in the carrying values of its land, building and
improvements, equipment, leasehold rights and interests, contract rights,
and goodwill. The carrying value of a long-lived asset is considered
impaired when the anticipated undiscounted cash flow from the asset is
less than its carrying amount. In that event, a loss is recognized based
on the amount by which the carrying value exceeds the fair market value
of the long-lived asset. Fair market value is determined primarily using
the anticipated cash flows discounted at a rate commensurate with the
risk involved. Losses on long-lived assets to be disposed of are
determined in similar manner, except that fair market values are reduced
by the cost to dispose.
During the year ended June 30, 2000, the Company recognized an impairment
expense of $647,158 due to a reduction in the estimated realizable value
of certain equipment, hotel credits, and land held for sale. During the
year ended June 30, 1999, the Company recognized an impairment expense of
approximately $203,000 due to the reduction of the amortization periods
associated with leasehold rights and interests, contract rights, and
goodwill and impairment expense of approximately $66,000 was recognized
due to the reduction of the estimated useful lives of certain equipment.
Stock-Based Compensation
------------------------
Statement of Financial Accounting Standards ("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.
Comprehensive Income
--------------------
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income, establishes requirements for disclosure of
comprehensive income, and is effective for fiscal years beginning after
December 15, 1997. The Company did not have any components of
comprehensive income requiring separate disclosure under SFAS No. 130.
Derivative Instruments and Hedging Activities
---------------------------------------------
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities, establishes requirements
for disclosure of derivative instruments and hedging activities. In June
1999, the Financial Accounting Standards Board issued SFAS No. 137 that
deferred the effective date of SFAS No. 133 to fiscal quarters beginning
after June 15, 2000. Currently, the Company does not have any derivative
financial instruments and does not participate in hedging activities,
therefore management believes the accounting standard will not impact the
Company's financial statements.
Income Taxes
------------
Deferred income taxes result primarily from temporary differences between
financial and tax reporting. Deferred tax assets and liabilities are
determined based on the difference between the financial statement bases
and tax bases of assets and liabilities using enacted tax rates. A
valuation allowance is recorded to reduce a deferred tax asset to that
portion that is expected to more likely than not be realized.
Loss Per Share
--------------
Basic loss per share represents the net loss available to common
stockholders divided by the weighted average number of common shares
outstanding during the year. Diluted loss per share 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 losses
of the entity. Convertible preferred stock, stock options, stock
warrants and convertible promissory notes are not considered in the
calculation for the years ended June 30, 2000 and 1999 as the impact of
the potential common shares would be to decrease loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.
Risk Considerations
-------------------
ALASKA BINGO SUPPLY Trade receivables are due from ABS bingo supply
customers. ABS grants credit, generally without collateral, to its
customers. During 2000, approximately 16% of bingo product sales
were attributed to two significant customers. During 1999,
approximately 28% of bingo sales were attributed to two significant
customers.
Approximately 28% and 41% of ABS's bingo product supply purchases
were from a third party supplier during 2000 and 1999, respectively.
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.
Reclassifications
-----------------
Certain amounts reported in the 1999 financial statements and notes have
been reclassified to conform to the 2000 presentation.
2. ACQUISITIONS AND DISPOSITIONS
Alaska Bingo Supply
-------------------
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 of
$200,000 to third parties, all of which were paid in full in 1998, bore
interest at 24% and were collateralized by a note receivable of the
Company. The remaining third party and related party notes bore interest
at 12%. During 1999, the related party principal of $50,850 and accrued
interest of $15,548 were converted to 55,332 shares of Class C preferred
stock. The maturity of the remaining third party note has been extended
to December 31, 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 Class 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"). Effective December 31, 1998, $150,000 of
the Second Note was converted to 15,000 shares of Class B preferred
stock, leaving a principal balance on the Second Note of $300,000.
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 note payable bearing interest at 10%, due in 1999. Effective
October 1, 1998 the Company sold to DMS's president all of the
outstanding shares of common stock which it had acquired. Under the terms
of the buyout, the Company will receive an aggregate of $20,000 over
three years and will be indemnified against certain liabilities,
including payroll taxes. During the year ended June 30, 2000, the
Company recorded an allowance for the remaining outstanding amount.
Casino Calypsso
---------------
During the year ended June 30, 1999, the Company opened and closed the
Casino Calypsso located in the Hotel Calypsso in Salinas, Ecuador. Due
to unfavorable financial and political conditions the Company elected to
close the casino.
Pelican Casino
--------------
During the year ended June 30, 2000, the Company closed the Pelican
Casino located on the island of St. Maarten in the Dutch Netherlands
Antilles. On December 30, 1999, the Company sold all of its stock in
Global Pelican N.V., a wholly owned subsidiary. In October 1999, the
Pelican Casino suffered substantial damage, from a natural disaster, to
the second floor of the casino that housed all of the accounting records.
Management believes that substantially all of the accounting records were
either lost or destroyed. Since no records were available to be audited
for the period from July 1, 1999 through December 30, 1999, the Company
utilized the audited numbers from the year ended June 30, 1999, to
calculate the $798,000 gain on the sale of this subsidiary. The Company
reported an unaudited net loss for the period July 1, 1999 through
December 30, 1999 of approximately $343,000 on its second quarter Form
10-QSB. This unaudited net loss would have increased the gain on the
sale of this subsidiary. Management believes that it is a more
conservative presentation to reflect the gain on the sale of subsidiary
utilizing the audited financial information from June 30, 1999.
3. NOTES RECEIVABLE
At June 30, 2000, notes receivable consist of the following (in
thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
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. $ 182
Non-interest bearing note, originally due
December 1995, in default, collateralized
by 20,000 shares of the Company's common
stock owned by this individual 200
10% note receivable, interest and principal
payments of $800 due monthly, unpaid
principal and interest due December 1, 2001,
in default 21
----------
403
Allowance for doubtful collections (221)
----------
182
Less current portion (69)
----------
$ 113
==========
</TABLE>
The allowance for doubtful collections is maintained at amounts estimated
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, 2000 and 1999, the Company
increased the allowance for doubtful collections by $26,000 and $37,000,
respectively.
Interest income relating to the notes receivable was approximately
$15,000 and $18,000 for the years ended June 30, 2000 and 1999,
respectively.
4. LONG-TERM DEBT
At June 30, 2000, long-term debt consists of the following (in
thousands):
<TABLE>
<CAPTION>
Related parties:
---------------
<S> <C> <C>
Unsecured obligations to related parties,
bearing interest at 8% to 12%, due on
demand, convertible in whole or in part
to common stock at the option of the holder
at any time at a conversion price of $5.00
per share. $ 727
Debt in Default:
---------------
Unsecured loans, interest at 10% to 15%,
in default 100
Mortgage payable to a third party,
collateralized by real estate, interest at
10%, in default 35
Secured convertible note, collateralized by
the Company's equity in certain Casinos USA
property, interest at 7%, in default. The
note is convertible in whole or in part to
common stock at the option of the holder at
any time prior to the note's maturity at a
conversion price of $10.00 per share. 501
Unsecured convertible notes, in default,
default interest at 12%. Notes are convertible
in whole or in part, at the option of the
holder, 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. 136
Secured notes, collateralized by certain
gaming equipment, interest at 12%, in
default 86
Other Debt:
----------
Mortgage payable to third party,
collateralized by real estate, interest
at 7%, monthly payments of $5,210 plus
annual payments of 37.5% of available Bull
Durham net cash flow, as defined, due in 2004. 742
Mortgages payable to third parties,
collateralized by real estate, interest at
9.2%, monthly payments of $9,288 plus annual
payments of 12.5% of available Bull Durham
net cash flow, as defined, due in 2004. 1,102
Unsecured loans, interest at 10% to 15%, due
on demand 181
Unsecured obligations, non-interest bearing,
annual payments of 50% of available Bull
Durham net cash flow, as defined, due in 2004 55
Mortgages payable to third parties,
collateralized by real estate, interest at 7%,
monthly payments of $2,119, due in 2004 306
Secured notes, collateralized by real estate
pledged by a related party, interest ranging
from 2% to 3% over The Wall Street Journal
prime rate, monthly payments of $12,951,
due through 2001 192
Secured notes, interest ranging from 10.75%
to 28.78%, monthly payments of $8,326,
collateralized by certain gaming equipment,
due through 2003. A note with a principal
balance of $8,043 is personally guaranteed
by a related party. 337
Unsecured notes to Class B preferred
shareholder, bearing interest at 8%, principal
due September 2004 336
----------
4,836
Less current portion of long-term debt (2,032)
Less debt in default (858)
Less related party (727)
----------
$ 1,219
==========
</TABLE>
Scheduled maturities of long-term debt for the years ending June 30 are
as follows (in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
2001 $ 2,032
2002 406
2003 62
2004 2,336
---------
Total $ 4,836
=========
</TABLE>
During the year ended June 30, 2000, a non-interest bearing note payable
with a principal balance of $73,424 was extinguished when a cash payments
in the amount of $52,858 was paid, resulting in an extraordinary gain of
$20,566.
5. STOCKHOLDERS' EQUITY
Class B Preferred Stock
-----------------------
During 1998 and in conjunction with the acquisition of Alaska Bingo
Supply (Note 2), the Company issued a new series of convertible preferred
stock, Class B preferred stock. Each share of Class 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 that would be
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 Class B preferred stock at a redemption price of $10.00
per share. However, if certain minimum periodic preferred stock
redemptions do not occur, the conversion price changes from $10.00 per
share to the current market price, as defined. Holders of the Class B
preferred stock are entitled to receive an annual dividend payable at the
rate of 8% per annum. For the year ended June 30, 2000, the Company
redeemed 51,757 shares of Class B preferred stock and paid $218,971 in
dividends. For the year ended June 30, 1999, the Company redeemed 47,849
shares of Class B preferred stock and paid $240,072 in dividends.
Included in accrued expenses at June 30, 2000 is $8,041 of accrued
dividends.
Class C Preferred Stock
-----------------------
In January 1999, the Board of Directors of the Company ratified the
issuance of the newly designated Series C preferred stock. The stock has
a par value of $.01, is voting, and is convertible into common stock at a
rate of $1.20 per share. Holders of Class C preferred stock are entitled
to receive dividends at the annual rate of 7% based on the stated value
per share. The dividends are cumulative, with any outstanding unpaid
dividends bearing interest at an annual rate of 10%.
In January 1999, principal of $487,220 and accrued interest of $97,385
were converted to 487,172 shares of Class C preferred stock. Included in
the conversion were $258,870 and $46,395 in principal and accrued
interest, respectively, owed to related parties. Accrued expenses at
June 30, 2000 include $59,565 in accrued dividends of which $35,661 is
due to related parties.
In September 1999, the Company entered into an agreement with the holders
of the Class C preferred stock that in the event of certain transactions,
the holders have the option to put the shares to the Company for
redemption.
Common Stock
------------
During the year ended June 30, 1999, 12,500 shares of Class A preferred
stock were converted to 2,222 shares of common stock. In addition,
$124,097 of principal and accrued interest was converted to 39,619 shares
of common stock, at a gain of $37,549.
Mandatory Redeemable Convertible Preferred Stock
------------------------------------------------
During the year ended June 30, 1999, the Company redeemed some of its
Class A mandatory redeemable convertible preferred stock when $3,500
being converted to 175 shares of common stock, and $30,00 being redeemed
for $18,500, which resulted in an extraordinary gain of $11,500.
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 expired 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 expired June 2000.
In October 1995, Casinos USA filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code. In January 1997, the Court
approved the Company's Second Amended Plan of Reorganization (the
"Plan"), and in February 1998 the bankruptcy was discharged upon being
fully administered. In accordance with the provisions of the Plan,
certain creditors received warrants that permit the holders to purchase
from Casinos USA an amount of common stock so that, immediately after
exercise, the warrant holders would own 80% of the common stock. The
warrants are exercisable at any time through the earlier of January 17,
2004, or when the indebtedness to the warrant holders has been paid, but
only subsequent to a sale of substantially all of Casino U.S.A.'s assets,
or a merger, recapitalization, refinance, or other restructuring (a
"capital event"). The warrant holders are entitled to call a vote as to
whether any capital event 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 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 were exercisable the
earlier of the effective declaration of the registration statement, or
April 1999. The warrants were rescinded in November 1998 with the
termination and release of the settlement agreement.
Options
-------
A total of 190,000 options were issued to two companies during 1998 in
conjunction with services rendered. The options expire at various times
through December 2001, and are exercisable at prices ranging from $2.50
to $4.25.
6. 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. Management
became aware that internet gaming could impair the Company's Colorado
state gaming license and consequently divested itself of its investment
in Global Internet by entering into an agreement with First Entertainment
("FEI"). The Company 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. In addition, the Company sold
1,500,000 of common shares of Global Internet in exchange for 1,500,000
warrants of FEI, 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. Because FEI was thinly capitalized and traded, the Company was
unable to assign a value to the transaction and recognized a loss of
$385,418 during the year ended June 30, 1997.
On December 31, 1998, the Company converted all of its FEI Class B
preferred stock to common stock and recognized a gain of $110,750 that
represented the market price of the common stock at conversion. During
the year ended June 30, 2000, the Company sold the remaining shares of
FEI at a realized gain of $172,154.
7. SUBSEQUENT EVENTS
Tollgate Saloon & Casino
------------------------
On July 31, 2000, the Company closed the Tollgate Saloon & Casino in
Central City, Colorado. As of June 30, 2000, the Company accrued
additional liabilities of $117,479 representing the remaining liabilities
on the leases and other accounts payable that arose subsequent to June
30, 2000.
8. COMMITMENTS AND CONTINGENCIES
Leases and rental operations
----------------------------
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, with 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 expired in December 1999. Monthly
rent payments increased from $10,000 to $14,555 over the remaining term
of the lease, with rent expense being recognized on a straight-line
basis.
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 and the charitable groups
purchase bingo supplies from the Company for use in their operations.
The Company leases from the holder of its Class B preferred stock its ABS
office and warehouse facilities under a noncancellable operating lease
which expires July 2004. The Company has options to extend the lease for
two additional one-year periods; lease payments are subject to increase
based on the Anchorage consumer price index. Through June 30, 2000, the
Company also utilized a computer system for $1,000 per month.
The Company leased corporate office space under a noncancelable operating
lease which expired in September 1999.
Future minimum lease payments for the years ending June 30, are as
follows (in thousands):
<TABLE>
<CAPTION>
Office Bingo Halls Total
------ ----------- -----
<S> <C> <C> <C> <C>
2001 $ 60 $ 222 $ 282
2002 60 222 282
2003 60 222 282
2004 60 222 282
2005 5 37 42
------- --------- --------
$ 245 $ 925 $ 1,170
======== ========= ========
</TABLE>
Rent expense for the years ended June 30, 2000 and 1999, was
approximately $534,000 and $751,000, respectively.
Securities and Exchange Commission
----------------------------------
On September 24, 1998, the Company and a former director entered into a
voluntary consent decree with the Securities and Exchange Commission,
pursuant to which an administrative order was entered by the Commission
directing the Company and the former director to cease and desist from
anti-fraud violations of the federal securities laws in the future.
On June 1, 1998, the Commission brought an administrative proceeding
against a related party and certain of its directors, alleging certain
violations of federal securities laws. Two of the individuals are also
directors 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 effect upon the Company.
Litigation
----------
During 1999, the State of Alaska, on behalf of various non-profit
organizations involved in charitable gaming that 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 lawsuit is in the discovery phase, and legal counsel is
unable to express an opinion as to the potential outcome. The stock
purchase and sale agreement of ABS contains a clause indemnifying Global
Alaska against any liability and reasonable attorney's fees associated
with defending the Company. During the year ended June 30, 2000, the
Company was dismissed from this lawsuit.
The Company entered into a lawsuit in 1999 with the mortgage holders of
the land and building in Deadwood, South Dakota against a former director
of the Company. The Company believed that it acquired the property in
its acquisition of Woodbine Corporation from the former director and
others in 1993, and consequently made payments in the total amount of
$117,676 towards the assumed mortgage. The Company subsequently
discovered that Woodbine Corporation had no direct or indirect ownership
of the property, but rather the former director held the property under
an installment land sale contract. The former director has been joined
in the litigation as the result of his refusal to transfer his interest
in the installment land sale contract to the Company. The Company has
entered into an agreement with the mortgage holders to receive $200,000
from the sale of the property subsequent to foreclosure. In conjunction
with the lawsuit, the land, building, and improvements were classified as
property rights held for sale, and the Company, as of June 30, 2000, has
impaired the entire amount to reduce the carrying value of the property
rights to estimated net realizable value.
9. 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.
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, 2000 are comprised mainly of
net operating loss carryforwards of approximately $2,078,000. The
valuation allowance was increased by approximately $101,000 during 2000
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:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C> <C>
Statutory federal income tax rate 34% 34%
Effect of net operating loss not
utilized (34) (34)
------ ------
- % - %
====== ======
</TABLE>
At June 30, 2000, the Company had net operating loss carryforwards of
approximately $6,114,000 available to reduce future taxable income. The
net operating loss carryforwards expire in the years ending June 30 as
follows (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
2009 $ 2,388
2010 1,217
2011 518
2012 790
2013 904
2014 297
---------
$ 6,114
=========
</TABLE>
When more than a 50% change in ownership occurs, over a three-year
period, as defined, the Tax Reform Act of 1986 limits the utilization of
net operating loss (NOL) carryforwards in the years following the change
in ownership. Therefore, it is possible that the Company's utilization
of its NOL carryforwards may be partially reduced as a result of the
changes in stock ownership. No determination has been made as of June
30, 2000, as to what implications, if any, there will be in the net
operating loss carryforwards of the Company.
10. 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 150,000 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 (in thousands):
<TABLE>
<CAPTION>
Stock Incentive Directors Total
---------------- --------- -----
<S> <C> <C> <C> <C>
Outstanding at June
30, 1998 35 35 70
Granted 28 - 28
Exercised - - -
Forfeited (15) (35) -
----------- --------- -------
Outstanding at June
30, 1999 48 - 98
=========== ========= =======
Granted - - -
Exercised - - -
Forfeited - - -
----------- --------- -------
Outstanding at June
30, 2000 48 - 98
=========== ========= =======
</TABLE>
The weighted average exercise price for the Stock Incentive Plan during
the years ended June 30, 2000 and 1999 was $2.55.
The following pro forma net loss and earnings per share for 2000 and 1999
would result had the Company's compensation cost been determined using
the fair value based accounting provisions of SFAS No. 123:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C> <C>
Loss- reported (in thousands) $ (1,095) $ (589)
Loss- pro forma (in thousands) $ ( 1,095) $ (711)
Loss per share - reported $ (0.71) $ (0.39)
Loss per share - pro forma $ (0.71) $ (0.45)
</TABLE>
11. SEGMENT INFORMATION
With the acquisition of ABS in August 1997, the Company expanded its
operations to three significant lines of business: the casino gaming
industry, the distribution of bingo products, and the leasing of bingo
halls. Each reportable segment is a strategic business unit that offers
different products and services. The bingo-related segments are managed
together to realize synergies in employment and marketing strategies.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company evaluates
the performance of each segment based on profit or loss from operations.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Bingo Bingo Hall
Casino Products Leasing Other Total
------ -------- ------ ----- -----
2000
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 3,761 $ 2,937 $ 674 $ - $ 7,372
Interest revenue 1 3 - 19 23
Interest expense 227 25 - 185 437
Depreciation and
amortization 383 426 - 55 864
Impairment loss 447 - - 200 647
(Gain)/loss on
investment in
subsidiary (798) - - - (798)
Realized and
unrealized gains
and (losses) (213) - - 356 143
Extraordinary items - - - 21 21
Net income (loss) (16) 19 241 (1,079) (835)
Identifiable assets 5,152 3,632 - 502 9,286
Capital
expenditures 491 2 - 4 497
1999
Revenue $ 5,350 $ 2,904 $ 708 $ 108 $ 9,070
Interest revenue 1 1 - 34 36
Interest expense 231 31 - 232 493
Depreciation and
amortization 469 326 - 57 852
Restructuring
(gains)/losses (663) 186 - 744 267
Realized and
unrealized gains
and (losses) - - - 490 490
Extraordinary items - - - 84 84
Net income (loss) 108 (318) 318 (430) (323)
Identifiable assets 5,273 4,142 - 2,078 11,493
Capital
expenditures 474 39 - 7 520
</TABLE>
<PAGE>
<PAGE>
The following table sets forth financial information for the Company's
foreign and domestic operations for the years ended June 30, 2000 and
1999 (in thousands):
<TABLE>
<CAPTION>
Foreign** Domestic Total
2000
<S> <C> <C> <C> <C>
Revenue $ - $ 8,183 $ 8,183
Net income (loss) - (835) (835)
Identifiable assets - 11,493 11,493
1999
Revenue $ 2,631 $ 6,494 $ 9,125
Net loss 88 (411) (323)
Identifiable assets 228 11,265 11,493
**Foreign operations include Aruba and St. Maarten.
</TABLE>
12. 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 years ended June 30, 2000 and 1999 were $14,132 and $21,761,
respectively.
13. RELATED PARTY TRANSACTIONS
In addition to the related party transactions discussed in Notes 2, 4, 5,
8 and 10 the following related party transactions occurred during the
year ended June 30, 2000. The Company assigned an account receivable in
the amount of $43,766 and a note receivable in the amount of $80,000 and
$530,872 of marketable trading securities to a related party to reduce
principal and accrued interest of notes payable to the related party. No
gain or loss was recognized on these transactions as the fair market
value of the accounts receivable, the note receivable and the marketable
trading securities approximated the fair market value of the note
payable. During the years ended June 30, 2000 and 1999, the Company
incurred approximately $55,000 and $62,000, respectively, in legal fees
from a related party.
<PAGE>
PART III
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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> <C>
Stephen G.
Calandrella 39 President & Director 1993
Clifford C.
Thygesen 64 Director 1996
Clifford L.
Neuman 52 Director 1997
Eric Hartsough 55 Vice President of 1999
Operations
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, LLC, with offices located
in Boulder and Denver, Colorado. Mr. Neuman also serves on the Board of
Directors of iRV, 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.
Eric Hartsough has served as Vice President of Operations of the Company
since August 1999. Prior to joining the Company, Mr. Hartsough spent seven
years as an investigator with the Colorado Division of Gaming. His experience
also includes ten years of business development in the hospitality industry
and twelve years of enforcement with the Denver District Attorney's Office in
Denver, Colorado.
All directors serve for terms of one (1) year each, and are subject to
reelection at the Company's regular Annual Meeting of Shareholders, unless
they earlier resign.
During the fiscal year ended June 30, 2000, 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 2000, Messrs. Thygesen and Neuman didn't receive any
compensation for their services. The Board of Directors has adopted a
compensation plan for outside directors beginning fiscal year 2000 pursuant to
which such persons are entitled to a fee of $1,000 per meeting attended and to
receive, for each year of service, non-qualified stock options exercisable to
purchase 10,000 shares of the Company's Common Stock. The exercise price of
the options is the closing bid price of the Company's Common Stock on the date
of grant, and the options are exercisable for a period of five (5) years.
These fees and options were not paid or granted during fiscal 2000. Directors
who are also executive officers of the Company receive no additional
compensation for their services as directors.
During fiscal 2000, 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 2000, 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 2000, 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 2000, 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. In November
1998, the matter went to hearing before an administrative law judge and is
awaiting a ruling. 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 1999. 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 $100,000.
<PAGE>
<PAGE>
</TABLE>
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
-------------------------- ---------------- ------------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Year Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($)(1) ($) SARs ($) ($)
--------------- ------- -------- ----- --------- ----------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen G. Calandrella,
President and Director 2000 $72,000 $-0- -0- -0- -0- -0- -0-
1999 $72,000 $-0- -0- -0- -0- -0- -0-
1998 $48,000 $-0- -0- -0- $10,000(2) -0- -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) Effective June 30, 1999, Mr. Calandrella voluntarily surrendered for
cancellation all of his outstanding options due to their lack of value.
<PAGE>
<PAGE>
Employment Arrangements
-----------------------
The Company's President receives an annual base salary of $72,000 without
an employment contract.
The Company has a written employment agreement with Eric Hartsough, its
Vice President of Operations. Mr. Hartsough's agreement has a term of three
years expiring August 2002 and provides for an annual base salary of $65,000
per year. In addition, Mr. Hartsough received incentive stock options
exercisable to purchase 30,000 shares of the Company's common stock, which
options vest at the rate of 10,000 per year over the term of his employment.
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 150,000 shares of the Company's Common Stock are reserved
for issuance under the Incentive Plan. As of June 30, 2000 options to
purchase 48,500 shares of Common Stock were issued and outstanding with a
weighted average exercise price of $2.55 per share, and an additional 101,500
shares were available for future option grants.
The following table sets forth certain information concerning the
granting of incentive stock options during the last completed fiscal year to
each of the named executive officers and the terms of such options:
<TABLE>
TABLE 2
Option/SAR Grants for Last
Fiscal Year - Individual Grants
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/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>
<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
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(2)(3)
Shares Acquired Value Realized Exercisable Exercisable/
Name on Exercise (#) ($)(1) (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.
(3) Effective June 30, 1999, Mr. Calandrella voluntarily surrendered for
cancellation all of his outstanding options due to their lack of value.
<PAGE>
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 1, 2000 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, Colorado
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, Colorado
80918 339,065 18%
" All Officers and Directors
as a Group (4 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, 291,667 shares of Series C
Preferred Stock and $35,661 in accrued and unpaid dividends on the Series
C Preferred Stock, which dividends are convertible into an additional
29,718 shares of Common Stock.
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. There can be no assurance that these affiliates or
other related parties will continue to provide funds to the Company in the
future as there is no legal obligation to provide such loans.
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. At June
30, 2000, the Company had notes payable to Rockies Fund, Inc. totalling
$32,000.
Effective December 31, 1998, creditors holding matured debt totaling
$584,605, principal and interest, converted that amount into an aggregate of
487,172 shares of Series C Convertible Preferred Stock, having a stated value
of $1.20 per share which was higher than both the market price and net
tangible book value per share of the Company's common stock on the date of
conversion. In this transaction, The Rockies Fund, Inc. participated to the
extent of converting $287,219.89 in principal and $62,780.11 in interest into
an aggregate of 291,667 shares of Series C Preferred Stock.
The express purpose of the conversion of the foregoing debt into Series C
Preferred Stock was to cure the Company's net asset deficiency in an effort to
avoid it being delisted from the Nasdaq Stock Market. Unfortunately, the
Company was nevertheless delisted, from which Nasdaq decision the Company is
currently appealing. In order to acknowledge that the purpose of the
conversion to Series C Preferred Stock may be frustrated and, in order to
protect the creditors who assisted the Company in its efforts to avoid
delisting, in September 1999 the Company entered into an agreement with the
holders of Series C Preferred Stock that, in the event either: (i) the Company
is ultimately unsuccessful in having its Nasdaq listing restored, or (ii)
there occurs a change of control of the Company, then the holders of the
Series C Preferred Stock shall have the option to put the shares to the
Company for redemption.
During fiscal 2000, The Rockies Fund, Inc. made additional loans to the
Company totaling $560,596. Additionally, during fiscal 2000, the Company
assigned an account receivable in the amount of $43,766 and a note receivable
in the amount of $80,000 and transferred marketable trading securities in the
amount of $530,872 to The Rockies Fund, Inc. to reduce the principal and
accrued interest on certain notes. No gain or loss was recorded as the fair
market value of the account and notes receivable and the marketable trading
securities approximated the fair market value of the note payable. At June
30, 2000, the net outstanding balance of principal and interest due to The
Rockies Fund, Inc. from all transactions was $32,000.
During fiscal 1999, The Rockies Fund, Inc. hypothecated a parcel of
undeveloped commercial real property located in Colorado Springs, Colorado in
order to secure the repayment of a loan obtained by the Company from Peak
National Bank, the proceeds of which were used to complete the Bull Durham
expansion. At June 30, 2000, a balance of $192,000 remained outstanding and
unpaid under the loan from Peak National Bank.
During 1999, Mr. Calandrella personally guaranteed an equipment lease for
the Bull Durham in the principal amount of approximately $9,800.
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, 2000, the Company
owed Mr. Neuman's firm a total of $96,000 in accrued and unpaid legal fees.
<PAGE>
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
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
***** 3.4 Certificate of Designations, Preferences, and Rights of
Series B Convertible Preferred Stock
***** 3.5 Certificate of Designations, Preferences, and Rights of
Series C Convertible Preferred Stock
***** 3.6 Agreement Respecting Rights of Holders of Series C
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
**** 10.26 Stock Purchase and Sale Agreement between Alaska Bingo
Supply, Inc., Global Alaska Industries, Inc. and Mark
Griffin
***** 10.27 Convertible Promissory Note in the amount of $450,000
dated March 31, 1998 in favor of Mark Griffin
**** 10.28 General Security Agreement from Global Alaska Industries,
Inc. to Mark Griffin
**** 10.29 Stock Pledge Agreement from Global Alaska Industries, Inc.
to Mark Griffin
***** 10.30 Agreement to Convert Debt dated March 31, 1998 with Mark
Griffin
***** 10.31 Tollgate Casino Lease and Option Agreement
***** 10.32 Equipment Lease with Plato Foufas & Co., Inc.
***** 10.33 Employment Agreement of Eric Hartsough
****** 10.34 Stock Purchase Agreement dated December 30, 1999 between
Arufinance, N.V. and Global Casinos, Inc.
_______________________________
* 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.
**** Incorporated by reference to the Registrant's Current Report on
Form 8-K dated August 1, 1997, as filed with the Commission on
August 14, 1997.
***** Incorporated by reference to the Registrant's Annual Report on
Form 10KSB for the year ended June 30, 1999.
****** Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 30, 1999, as filed with the Commission
on January 14, 2000.
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the fourth quarter ended
June 30, 2000.
<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: October 13, 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 TITLE DATE
/s/ Stephen G. Calandrella President, October 13, 2000
-------------------------- Chief Executive
Stephen G. Calandrella Officer and Director
/s/ Clifford C. Thygesen Director October 13, 2000
--------------------------
Clifford C. Thygesen
/s/ Clifford L. Neuman Director October 13, 2000
--------------------------
Clifford L. Neuman
