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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1999
[ ] 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, 1999 were $9,069,329.
As of September 30, 1999, 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 National Quotation Bureau, Inc.,
held by non-affiliates of the Issuer was approximately $1,096,050. As of
September 30, 1999, 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.
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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
Global Casinos, Inc. ("the Company", "Global Casinos", or "Global") and
its wholly-owned subsidiaries operate in the domestic and international gaming
industry. The Company is organized as a holding company for the purpose of
acquiring and operating casinos, gaming properties, and other related
interests. Global was organized under the laws of the State of Utah on June
8, 1978.
At June 30, 1999, 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"). Casinos
U.S.A. owns and operates the Bull Durham Saloon & Casino in Black Hawk,
Colorado ("the Bull Durham") Global Pelican owns and operates the Pelican
Casino in St. Maarten, Netherlands Antilles, and Global Central operates the
Tollgate Casino and Saloon in Central City, Colorado (the "Tollgate").
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 two bingo
hall operations.
From 1995 through 1998, the Company, through its wholly-owned subsidiary
Global International, Inc. ("Global International), operated Casino Las Vegas
in Bishkek, Kyrgystan.
Beginning April 1994, the Company, through its wholly-owned subsidiary
BPJ Holdings N.V. ("BPJ"), operated Casino Masquerade located in Aruba,
Netherlands Antilles. In February 1998, the casino closed and, effective
December 31, 1998, the Company sold its interest in BPJ to a third party.
In January 1998, the Company, through its wholly-owned subsidiary, Destination
Marketing Services ("DMS"), acquired certain assets, net of liabilities, of a
Colorado Springs, Colorado travel services company. Effective October 1, 1998
the Company sold in a management buy-out all of the outstanding shares of
common stock of DMS.
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
$2,674,210 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 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.
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 18 casinos operating in the
Black Hawk market and two more additional casinos under construction and
scheduled to open at the beginning of the year 2000. 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 Casinos and three others make up the small casinos,
while the other 14 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
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 original term of the lease
is for five years, with options to renew for three additional five-year terms.
The agreement provided that Global Pelican would also purchase the equipment
utilized at the casino for $225,000 in exchange for a note payable, subject to
the owner providing clear title to the equipment. The agreement states that
until the equipment liens and encumbrances are released, Global Pelican has
the right to terminate the agreement. At June 30, 1999, the equipment still
remains subject to liens and encumbrances, and Global Pelican is renegotiating
the lease and equipment purchase with the lessor.
Operations. The Company has operated the Pelican Casino, located on the
island of St. Maarten, since August 1996. The casino sits on the west side of
the island which is controlled by the Dutch. The French control the east side
of the island. Daily direct flights leave from major East Coast cities during
the winter months, and the island is a popular destination for both Americans
and Europeans.
The Pelican Casino is located in one of the largest time-share complexes
on the island, the Pelican Resort, which has over 700 rooms. The casino
occupies 7,000 square feet and features 140 slot machines, five black jack
tables, two Pelican Poker, two roulette wheels, one craps table, and one Let-
it-Ride table.
Regulation. In order to operate, the Pelican Casino requires an operating
gaming license and business license. Global Pelican has obtained a business
license and is eligible to obtain its own gaming license, if it chooses to do
so. Since opening, however, Global Pelican has operated under its lessor's
gaming license in order to avoid paying the additional gaming licensing fee.
While there is no gaming commission on St. Maarten, government inspectors
are present at the entrances of all casinos on the island for the stated
purpose of controlling access of island residents to the casinos. The casino
is charged fees for these inspectors. At June 30, 1999, Global Pelican had
accrued a total of $1,168,531 in unpaid inspector fees. While the government
could close the casino due to the delinquency in the payment of these fees,
the Company has been negotiating an extended payment plan for these accrued
fees to mitigate any adverse action.
Competition. There are numerous national and international corporations
and entities engaged in the business of attempting to develop casinos
throughout the world. There are currently 11 casinos on the island of St.
Maarten, with six in the immediate vicinity. Caribbean resort islands have
few barriers to entry of new participants in the gaming business. The Company
expects that it will have to operate competitively in these markets and to
respond to challenges from competitors that have substantially greater
financial and personnel resources than the Company.
Seasonality. St. Maarten is an independent nation comprising part of the
Netherlands Antilles along with Curacao and Bonnaire. The islands have
experienced accelerated international recognition as a premier Caribbean
resort destination, hosting millions of tourists each winter season. An
advantage gained by the Company in acquiring the casinos in the Caribbean is
the counter-cyclic effect that its high winter season has with the Company's
domestic operations. Typically, Caribbean destination resorts experience the
highest concentration of tourism from December through April of each year.
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, 1999,
the balance on the remaining notes was $60,000. 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. 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, 1999, the Company redeemed 47,849 shares of Series B Preferred Stock and
paid $257,124 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 two bingo halls operated by third
parties as a means of ensuring distribution and maintaining its market share.
One of those bingo halls is expected to close effective December 31, 1999.
The bingo hall which is expected to close represented 5% of ABS's bingo supply
sales during fiscal 1999. 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 has
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. The Company has been informed that,
among other goals, the State of Alaska hopes to close the bingo halls which
operate under leases controlled by ABS. Should the government be successful
in these efforts, such a closure would have a substantial material adverse
impact upon the operations and profitability of ABS.
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 1999, approximately
25% of bingo product sales were attributed to two significant customers.
During fiscal 1998, approximately 33% of bingo sales were attributed to three
significant customers. Approximately 41% and 54% of ABS's bingo product
supply purchases were from a single third party supplier during fiscal 1999
and fiscal 1998, 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
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.
Operations. Central City is another historic mining town in the
mountains of Colorado that is located approximately one mile west of Black
Hawk. The Tollgate consists of 19,233 square feet on three levels in a
restored historic commercial building on the main street of Central City. As
currently configured, the Tollgate has 116 slot machines and four blackjack
tables.
Since gaming was legalized in Colorado in 1992, Central City as a gaming
destination has been eclipsed and overshadowed by the popularity of Black
Hawk, since the only vehicular access to Central City requires passing
directly through the heart of Black Hawk. As a result, the casinos in Central
City have historically been unprofitable. Most of the casinos in Central
City, including the Tollgate, have experienced rather consistent devaluation
through a succession of owners, all of whom have been relatively unsuccessful.
Given this history and demographics, the Company accepted the Tollgate
opportunity only because it could do so with only a nominal capital
expenditure, having spent less than $200,000 to reopen the project. However,
whether the Company can operate the Tollgate profitable, or even on a break-
even basis, will be unknown until results of operations can be assessed over a
completed annual seasonal cycle.
As the Tollgate operates in the same geographical and regulatory
environment as the Bull Durham, it is subject to the same considerations
previously discussed with the Bull Durham.
Global International Casino Las Vegas, Bishkek (discontinued)
The Company's subsidiary, Global International, Inc. ("Global
International"), operated the Casino Las Vegas located on the second floor of
the Restaurant Naryn in Bishkek, Kyrgyzstan under a joint venture arrangement
with a third party. In 1998, the government of Kyrgyzstan implemented a
significant change in its taxation policy that the Company determined would be
detrimental to the ongoing operations of Casino Las Vegas. Consequently, the
Company transferred in April 1998 its interest to its joint venture partner
for assumption of liabilities. This resulted in a loss of approximately
$221,000.
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, as the corporate parent, has three executive officers:
Stephen G. Calandrella, President and CEO, Barbara Chacon, Chief Financial
Officer, and Eric Hartsough, Vice President of Operations. John Lopez serves
as President of ABS.
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. The Company's three operating casinos employ 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 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, 1999.
ITEM 2. DESCRIPTION OF PROPERTY
Corporate Offices: Colorado Springs, Colorado
During fiscal year 1998, the Company's corporate headquarters were
relocated to Colorado Springs, Colorado, where the Company is sharing office
space with an affiliate. These facilities are believed by the Company to be
suitable and adequate to meet the Company's needs for the foreseeable future.
The Company is currently not paying rent, and has not paid or accrued any rent
obligation for fiscal 1999 or 1998, as this amount is immaterial to the
financial results of the Company. 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 involves 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 alleges 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. In addition, the
State of Alaska has alleged that the Griffins improperly influenced the non-
profit organizations involved in charitable gaming to execute leases with ABS
that had unreasonably high lease rates. The State has asked the court to
declare the operations in two bingo halls leased by ABS to be illegal, to
terminate the leases and seize the fixtures, furnishings and movable property,
and to close the bingo halls for at least one year. ABS has been named as a
defendant in the proceeding by virtue of allegations of misconduct against the
Griffins prior to their sale of ABS to the Company. 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. The Company asserts
that the indemnification is also applicable to ABS. In the unlikely event
that ABS is not successful in obtaining indemnification from the previous
shareholder, an adverse ruling could have a material adverse effect on 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 $500,000. 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, 1999 there were outstanding
promissory notes held by non-affiliated third parties totaling approximately
$600,000 in principal and $200,000 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, 1999.
<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 National Quotation Bureau,
Inc. under the symbol "GBCS". In July 1999, the Company's securities were
delisted from the Nasdaq Small Cap Market. The Company is currently appealing
the decision of Nasdaq to delisted securities. 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, 1997 through September 30, 1999.
<TABLE>
<CAPTION>
Sales
High Low
<S> <C> <C>
1998 Fiscal Year
First Quarter $4.19 $3.00
Second Quarter 4.63 3.25
Third Quarter 3.50 2.50
Fourth Quarter 3.25 2.00
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
Bid Ask
High Low High Low
2000 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,
1999 were $.75 and $1.06, 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, 1999, 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 296,329 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, 1999, there had accrued and
were outstanding cumulative dividends on the Series B Preferred Stock of
$9,742.
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, 1999, cumulative dividends on the Series C
Preferred Stock had accrued in the amount of $17,051.
During the fiscal year ended 6/30/98, the Company issued both warrants
and options to purchase the Company's common stock. None of these warrants or
options were exercised during the current fiscal year. As of 6/30/99, there
are 65,000 warrants outstanding that were issued as compensation for loan fees
at exercise prices of $2.50 to $3.00 per share and expiring in June and July,
2000.
During 1997 and 1998, the Company entered into agreements with two third
party companies for consulting services. Consideration for the proposed
services was to consist of common stock of the Company, and options to
purchase up to 190,000 shares of the Company's common stock. During 1998, the
Company incurred $30,000 of consulting expense related to these agreements and
issued 15,000 shares of common stock, valued at $2.00 per share, in
satisfaction of the obligation. The Company terminated both agreements prior
to the end of the service periods, and therefore did not grant any options,
issue additional stock, or pay other consideration to these two parties.
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, 1999 Compared to the Year Ended June 30,
1998
The Company incurred a net loss of $323,157 for the year ended June 30,
1999, which was a decrease of $1,965,542 compared to $2,288,699 for the same
period in 1998. Net loss available to common stockholders was $590,023 for the
year ended June 30, 1999 compared to $2,353,688 for the same period in 1998.
The $1,763,665 decrease in the loss was due to gains from debt restructuring
offset by dividends paid on Class B preferred stock and the favorable impact
from the closing and disposition of casino operations in Aruba and Bishkek.
The results of operations for the year ended June 30, 1999 were comprised
of Bull Durham Saloon & Casino ("Bull Durham"), Pelican Casino, Alaska Bingo
Supply ("Alaska Bingo"), and Destination Marketing (through September 30,
1998). The period in 1998 was comprised of Bull Durham, Pelican Casino,
eleven months of Alaska Bingo operations, Casino Las Vegas (through April
1998), and Casino Masquerade.
During the second quarter of 1999, the Company sold its investments in
BPJ Holdings ("BPJ") and Destination Marketing. Destination Marketing was not
a material subsidiary of the Company. The Company, through BPJ, had operated
Casino Masquerade through February 1998, at which time the hotel in which it
was located was closed for major repairs and renovations. Due to protracted
delays in completing the renovations and other adverse business circumstances,
the Company was able to negotiate an early termination of the remaining term
of the casino lease. 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. At June 30, 1999, the hotel credits are recorded at their estimated
realizable value of $492,739. Effective December 31, 1998, the Company agreed
to sell all of the outstanding shares of BPJ to an unaffiliated third party.
Revenues
The Company's revenues are generated from casino operations, sales of
bingo products, rental income from the leasing of bingo halls, and
miscellaneous income that is comprised of food and beverage sales at the
casinos. Revenues for the year ended June 30, 1999 were $9,069,329 compared
to $11,446,163 for the 1998 period, a decrease of $2,376,834 or 21%. The
decrease is due to the 1999 period not containing any revenue from Casino
Masquerade and Casino Las Vegas. Revenues from these two sources for the year
ended June 30, 1998 were $3,201,177. Casino Masquerade and Casino Las Vegas
were closed or operations were sold during the fiscal year ended 6/30/99,
reducing both operating revenues and net operating losses for the Company for
the year.
Bull Durham's revenues increased $528,121 to $2,968,498 for the year
ended June 30, 1999 compared to $2,440,377 for the period in 1998. The
increase is largely due to the expansion that opened November 1998. The
Pelican Casino's revenues decreased $280,079 to $2,381,488 for the year ended
June 30, 1999 compared to $2,661,567 for the same period in the prior year.
Alaska Bingo's revenues increased $644,251 to $3,611,594 for the year
ended June 30, 1999 compared to $2,967,343 for the eleven months ended June
30, 1998. Alaska Bingo's sales were 12% higher for the period in 1999
compared to the same period in 1998.
Expenses
Cost of sales increased $233,675 to $2,162,472 for the year ended June
30, 1999 compared to $1,928,797 for the period in 1998. The increase is due
to the period in 1999 including an additional month of Alaska Bingo
operations. Alaska Bingo's gross profit remained at approximately 44% for
both of the years ended June 30, 1999 and 1998.
Operating, general, and administrative expenses decreased $2,604,151 to
$6,227,107 for the year ended June 30, 1999 compared to $8,831,258 for the
period in 1998. The decrease is primarily due to Casino Masquerade and Casino
Las Vegas being operational during the year ended June 30, 1998. Expenses for
those two properties totaled $2,845,453 for the year ended June 30, 1998.
Depreciation and amortization costs decreased $200,932 to $852,601 for
the year ended June 30, 1999 compared to $1,053,533 for 1998. The decrease is
due predominantly once again to Casino Masquerade and Casino Las Vegas being
fully operational during the year ended June 30, 1998. Bull Durham's
depreciation increased 18% due to depreciation of additional fixed assets
acquired through its expansion.
Other income net of expenses increased $612,220 to $32,703 for the year
ended June 30, 1999 compared to $(579,517) in 1998. Interest expense
decreased approximately $144,000 due primarily to the conversion of the
promissory note issued to the seller of ABS to Series B preferred stock in
March 1998. In addition, the Company recognized $274,390 in realized and
$215,305 in unrealized gains on its marketable trading securities during
fiscal year 1999.
The Company recognized an extraordinary item of $84,457 related to gains
from debt restructuring and extinguishment.
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.
The Company continues to address debt currently in default 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 by $485,562 to $(2,307,838) at June 30, 1999 from
$(2,793,400) at June 30, 1998. Current assets increased to $2,563,614 at June
30, 1999 from $1,758,028 at June 30, 1998, an increase of $805,585 or 42%.
Current liabilities increased to $4,871,451 at June 30, 1999 from $4,551,428
at June 30, 1998, an increase of $320,023 or 7%. The decrease in the working
capital deficit was due mainly to purchases of marketable securities and
conversions of debt to equity.
During the year ended June 30, 1999, the Company purchased $200,000 more
in marketable securities compared to the same period in 1998. The securities
are held for trade and are valued at their current market value. Included in
marketable securities at June 30, 1999 are 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 and recognized a gain of $110,750 that
represented the market price of the common stock at conversion. As of June
30, 1999, the Company had sold 155,000 shares of common stock at a gain of
$102,788. In July 1999, the Company sold the remaining shares of FEI at a
realized gain of $51,550.
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, 1999, the Company
recognized no significant individual realized or unrealized losses. The
Company recorded combined realized and unrealized gains totaling $489,695,
which includes the FEI preferred stock disposition gains of $154,338 described
above.
During the year ended June 30, 1999, certain debt restructurings resulted
in gains reported as extraordinary items. In December 1998, $100,000 of
principal and $16,722 in accrued interest was converted into 36,669 shares of
common stock, at a gain of $37,549. Principal of $150,000 was converted into
15,000 shares of Class B preferred stock. A creditor accepted payment of
$15,000 for $50,407 in principal and accrued interest, resulting in a $35,407
gain. The holder of $27,500 of mandatory redeemable preferred stock accepted
payment of $16,000, resulting in an $11,500 gain. 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 1999, a related party made working capital loans to the Company in
the amount of $412,842. The loans accrue interest at 9%. The Company paid
$63,137 toward the principal of the outstanding working capital loans during
the year. As part of the issuance of new Class C preferred stock above, the
Company converted $189,713 of principal from the working capital loan, $97,507
of other note principal, and accrued interest of $62,780 for a total of
$350,000 into 2,917 shares of the new Class C preferred stock.
In conjunction with the dissolution of Casino Masquerade, the Company
received $400,000 in cash and hotel credits with a face value of $600,000 at
the renovated Radisson Aruba Caribbean Hotel. The Company used the cash
proceeds to acquire marketable trading securities and make payments toward
various accounts payable and debt. The hotel credits can be used for a six-
year period commencing January 1, 2000. The Company intends to use the hotel
credits for marketing purposes and as consideration for debt payments.
Net cash provided by operating activities increased $231,919 to $642,886
for the year ended June 30, 1999 compared to $410,947 for the same period in
1998. The increase is primarily the result of $328,643 in additional accrued
inspector fees during the year related to the Global Pelican casino. This
expense is discussed in more detail in item 1 of this report.
Net cash used in investing activities decreased $654,270 to $305,843
during the year ended June 30, 1999 compared to $960,113 for the same period
in 1998. The main reason for the decrease is that the Company used $383,090,
net of cash acquired, for the purchase of Alaska Bingo in fiscal year 1998
versus receiving $400,000 in fiscal year 1999 as part of the Casino Masquerade
lease settlement. The Company purchased $138,072 less in fixed assets during
the year ended June 30, 1999 compared to the period in 1998. In November 1999
the Company opened the expansion of the Bull Durham Saloon & Casino. The
majority of the assets acquired for the expansion were purchased primarily in
fiscal year 1998.
The Company used $554,427 in cash for financing activities during the
year ended June 30, 1999 compared to financing activities providing $223,688
during the same period in 1998. During the year ended June 30, 1999, $718,566
was used to pay dividends on and redeem shares of Class B preferred stock
compared to $165,676 the quarter ended June 30, 1998. Proceeds in excess of
payments of long-term debt and notes payable was $166,639 for the year ended
June 30, 1999 compared to $221,864 for the same period in the prior year, a
decrease of $55,225. During 1998, warrants were exercised to purchase
$187,500 of common stock, whereas no warrants were exercised in 1999.
As of June 30, 1999 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 Calypsso located in the
Hotel Calypsso in Salinas, Ecuador. Due to unfavorable financial and
political conditions the Company elected to close the casino after a few
months of operation. A restructuring charge of $195,140 was incurred as a
result of the closure.
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.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") issued SFAS No. 130,
Reporting Comprehensive Income, which establishes requirements for disclosure
of comprehensive income, and is effective for fiscal years beginning after
December 15, 1997. The Company did not have any components of comprehensive
income requiring separate disclosure under SFAS No. 130.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which was effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. In June 1999, the
FASB 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.
Year 2000 Conversion
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures. Software failures due to
processing errors potentially arising from calculations using the Year 2000
date are a known risk. The Company is addressing this risk to the
availability and integrity of financial systems and the reliability of the
operational systems. The Company has established processes for evaluating and
managing the risks and cost associated with this problem, including
communicating with suppliers, dealers, and others with which it does business
to coordinate Year 2000 conversion. The total cost of compliance and its
effect on the Company's future results of operations is being determined as
part of the detailed conversion planning process.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are filed as part of this report:
Report of Independent Auditors;
Audited Balance Sheet as of June 30, 1999;
Audited Statements of Operations for the Years Ended June 30, 1999 and
1998;
Audited Statements of Stockholders' Equity for the Years Ended June 30,
1999 and 1998;
Audited Statements of Cash Flows for the Years Ended June 30, 1999 and
1998; and
Notes to Financial Statements.
<PAGE>
<PAGE>
PART III
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On January 4, 1999, the client-auditor relationship between the Company
and its principal accountants, Gelfond Hochstadt Pangburn & Co., ceased. The
resignation of Gelfond Hochstadt Pangburn & Co. was effective January 4, 1999.
The report of Gelfond Hochstadt Pangburn & Co. related to the consolidated
financial statements of the Company for the fiscal year ended June 30, 1998
contains a going concern qualification. With the exception of the foregoing,
the reports of Gelfond Hochstadt Pangburn & Co. related to the consolidated
financial statements of the Company for the fiscal years ended June 30, 1998
and 1997, did not contain any adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting
principles. In connection with the audits of the Company's financial
statements for each of the fiscal years ended June 30, 1998 and 1997, there
were no disagreements with Gelfond Hochstadt Pangburn & Co. on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of
Gelfond Hochstadt Pangburn & Co., would have caused Gelfond Hochstadt Pangburn
& Co. to make reference to the matter in their report.
The Company has retained the accounting firm of Gerald R. Hendricks &
Co., P.C. to serve as the Company's independent accountant to audit the
Company's financial statements. Prior to its engagement as the Company's
independent accountant, Gerald R. Hendricks & Co., P.C. had not been consulted
by the Company either with respect to the application of accounting principles
to a specific transaction or the type of audit opinion that might be rendered
on the Company's financial statements or on any matter that was the subject of
any prior disagreement between the Company and its previous certifying
accountant.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The name, position with the Company, age of each Director and executive
officer of the Company is as follows:
<TABLE>
<CAPTION>
Name Age Position Director/Officer Since
----- ---- -------- -----------------------
<S> <C> <C> <C>
Stephen G.
Calandrella 38 President 1993
& Director
Clifford C. Thygesen 63 Director 1996
Clifford L. Neuman 51 Director 1997
Barbara Chacon 34 Chief Financial Officer 1998
Eric Hartsough 54 Vice President 1999
of 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 & Stone, LLC, with offices
located in Boulder and Denver, Colorado. Mr. Neuman also serves on the Board
of Directors of American Educational Products, Inc. Mr. Neuman received his
Bachelor of Arts degree from Trinity College in 1970 and his Juris Doctorate
degree from the University of Pennsylvania School of Law in 1973.
Barbara Chacon has served as Chief Financial Officer of the Company since
1998. Ms. Chacon holds an active license as a Certified Public Accountant,
and her business experience includes eight years as an auditor in public
accounting. Prior to joining the Company in March 1998, Ms. Chacon was the
Director of Finance for Celluloid Studios LLC, a television commercial
production company in Denver, Colorado.
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, 1999, 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 1999, Messrs. Thygesen and Neuman each received a fee
of $3,000 for their services. The Board of Directors has also 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.
Directors who are also executive officers of the Company receive no additional
compensation for their services as directors.
During fiscal 1999, the Company had standing Audit and Compensation
Committees of the Board of Directors. The members of the Audit Committee were
Clifford C. Thygesen and Clifford L. Neuman. No member of the Audit Committee
receives any additional compensation for his service as a member of that
Committee. During fiscal 1999, the Audit Committee held one (1) meeting which
was attended by all of its members. The Audit Committee is responsible for
providing assurance that financial disclosures made by Management reasonably
portray the Company's financial condition, results of operations, plan and
long-term commitments. To accomplish this, the Audit Committee oversees the
external audit coverage, including the annual nomination of the independent
public accountants, reviews accounting policies and policy decisions, reviews
the financial statements, including interim financial statements and annual
financial statements, together with auditor's opinions, inquires about the
existence and substance of any significant accounting accruals, reserves or
estimates made by Management, reviews with Management the Management's
Discussion and Analysis section of the Annual Report, reviews the letter of
Management Representations given to the independent public accountants, meets
privately with the independent public accountants to discuss all pertinent
matters, and reports regularly to the Board of Directors regarding its
activities.
During fiscal 1999, 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 1999, 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 $100,000.
<PAGE>
</TABLE>
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
Other
Annual Options
Name and Principal Fiscal Compensation SARs
Position Year ($)(1)(2) (3)
<S> <C> <C> <C>
Stephen G. Calandrella, 1999 $72,000 $-0- -0-
President and Director 1998 $48,000 $-0- 10,000(3)
1997 $24,000 $-0- 20,000(2)
</TABLE>
Stephen G. Calandrella,
President and Director
(1) All executive officers of the Company, except Mr. Calandrella,
participate in the Company's group health insurance plan. However, no
executive officer received perquisites and other personal benefits which,
in the aggregate, exceeded the lesser of either $50,000 or 10% of the
total of annual salary and bonus paid during the respective fiscal years.
(2) The Company has implemented a 401(k) plan in which its executive officers
may participate. During fiscal 1999, none of the Company's executive
officers elected to participate in the plan.
(3) Effective June 30, 1999, Mr. Calandrella voluntarily surrendered for
cancellation all of his outstanding options due to their lack of value.
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.
Barbara Chacon serves as Chief Financial Officer without an employment
contract at an annual base salary of $60,000. In addition, Ms. Chacon
received incentive stock options exercisable to purchase 20,000 shares of the
Company's common stock. John Lopez serves as President of ABS without a
written employment contract. He receives an annual base salary of $70,000 and
is eligible to receive a bonus equal to 10% of the excess cash flow generated
by ABS after payments to Mark Griffin, the individual who sold ABS to the
Company in 1997. In addition, the Company has an agreement in principal to
grant to Mr. Lopez incentive stock options exercisable to purchase 10,000
shares of the Company's common stock.
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, 1999 options to
purchase 62,500 shares of Common Stock were issued and outstanding with a
weighted average exercise price of $3.14 per share, and an additional 87,500
shares were available for future option grants.
The following table sets forth certain information concerning the
granting of incentive stock options during the last completed fiscal year to
each of the named executive officers and the terms of such options:
<TABLE>
<CAPTION>
TABLE 2
Option/SAR Grants for Last
Fiscal Year - Individual Grants
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---------------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Stephen G. Calandrella
- ---------------------
</TABLE>
The following table sets forth certain information concerning the
exercise of incentive stock options during the last completed fiscal year by
each of the named executive officers and the fiscal year-end value of
unexercised options on an aggregated basis:
<PAGE>
<TABLE>
<CAPTION> TABLE 3
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
----------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End($)(2)
Shares Acquired Value Realized(1) Exercisable Exercisable/
Name on Exercise (#) ($) (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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 1, 1999 and as adjusted for the
sale of option and warrant stock, the stock ownership of (i) each person known
by the Company to be the beneficial owner of five (5%) percent or more of the
Company's Common Stock, (ii) all Directors individually, (iii) all Officers
individually, and (iv) all Directors and Officers as a group. Each person has
sole voting and investment power with respect to the shares shown, except as
noted.
<TABLE>
<CAPTION>
Title Name & Address Shares Beneficially Owned
of Class of Beneficial Owner Number Percent(1)
- --------- ----------------------- ------ ---------
<S> <C> <C> <C>
Common Stephen G. Calandrella (2)
Stock 7210 Antelope Lane
Colorado Springs,
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 413,430 22%
" All Officers and Directors
as a Group (5 Persons) 83,180 4%
- ------------------------------------------------------
</TABLE>
(1) Shares not outstanding but beneficially owned by virtue of the
individuals' right to acquire them as of the date of this Proxy Statement
or within sixty days of such date, are treated as outstanding when
determining the percent of the class owned by such individual.
(2) Messrs. Calandrella and Thygesen each serve as a director of The Rockies
Fund, Inc. Does not include securities owned of record by The Rockies
Fund, Inc., as to which Messrs. Calandrella and Thygesen disclaim
beneficial ownership for purposes of Section 16 of the Exchange Act.
(3) Includes 17,680 shares of Common Stock, 291,667 shares of Series C
Preferred Stock, $10,207 in accrued and unpaid dividends on the Series C
Preferred Stock, which dividends are convertible into an additional 8,506
shares of Common Stock, $163,343 in outstanding indebtedness due under a
convertible promissory note convertible into 32,669 shares of Common Stock
at a conversion price of $5.00 per share, and $314,538 in outstanding
indebtedness under a working capital loan convertible into 62,908 shares
of Common Stock at a conversion value of $5.00 per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Throughout its history, the Company has experienced shortages in working
capital and has relied, from time to time, upon loans from affiliates to meet
immediate cash demands. 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.
In August 1996, the Company borrowed $175,000 from The Rockies Fund, Inc. which
was converted into a convertible debenture which the Company sold and offered
as part of a private placement which was completed during the third quarter of
1996. The convertible debenture accrued interest at 12% per annum and was
convertible into 35,000 shares of common stock, or a conversion value of $5.00
per share.
In August 1997, the Company sold $400,000 in units consisting of
convertible notes and warrants. The proceeds were used to complete the
acquisition of ABS. The Rockies Fund, Inc. purchased $75,000 in units in this
offering.
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 1999, The Rockies Fund, Inc. made additional loans to the Company
totaling $412,842, the proceeds of which were used by the Company to cover the
capital requirements in opening the Tollgate Casino. At June 30, 1999, the net
outstanding balance of principal and interest due to The Rockies Fund, Inc. was
$266,494.
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, 1999, a balance of $301,202 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, 1999, the Company
owed Mr. Neuman's firm a total of $82,079.50 in accrued and unpaid
legal fees.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
The following Exhibits are filed as part of this Report pursuant to Item
601 of Regulation S-B:
Exhibit No. Title
* 1.0 Articles of Amendment to the Articles of Incorporation
dated June 22, 1994
* 3.1 Amended and Restated Articles of Incorporation
* 3.2 Bylaws
* 3.3 Certificate of Designations, Preferences, and Rights of
Series A Convertible Preferred Stock
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
* 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.
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the fourth quarter ended
June 30, 1999.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL CASINOS, INC.
Date: March 29, 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, March 29, 2000
- ------------------------- Chief Executive ----------------
Stephen G. Calandrella Officer and Director
/s/ Barbara Chacon Chief Financial Officer, March 29, 2000
- -------------------- Secretary and Treasurer ----------------
Barbara Chacon
/s/ Clifford C. Thygesen Director March 29, 2000
- ------------------------- ----------------
Clifford C. Thygesen
/s/ Clifford L. Neuman Director March 29, 2000
- ------------------------- --------------
Clifford L. Neuman
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 1999 AND 1998
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Auditors (Gerald R. Hendricks &
Company P.C.) . . . . . . . . . . . . . . . . . . . . . . F-3
Report of Independent Auditors (Gelfond Hochstadt
Pangburn & Co.) . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Balance Sheet - June 30, 1999 . . . . . . . . F-5
Consolidated Statements of Operations - For Years
Ended June 30, 1999 and 1998 . . . . . . . . . . . . . . . F-7
Consolidated Statements of Stockholders' Equity - For
Years Ended June 30, 1999 and 1998 . . . . . . . . . . . . F-8
Consolidated Statements of Cash Flows - For Years
Ended June 30, 1999 and 1998 . . . . . . . . . . . . . . . F-9
Notes to Consolidated Financial Statements . . . . . . . .F-11
<PAGE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Global Casinos, Inc.
I have audited the accompanying consolidated balance sheet of Global Casinos,
Inc. and subsidiaries as of June 30, 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I believe that my audit provides a reasonable basis
for my opinion.
In my 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, 1999, and the results of their operations
and their cash flows for the year then ended, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that Global
Casinos, Inc. will continue as a going concern. As more fully described in
Note 1, the Company has incurred recurring operating losses, incurred a net
loss of approximately $323,000 during the year ended June 30, 1999, and had a
working capital deficiency of approximately $2,168,000 at June 30, 1999. In
addition, the Company is in default on various loan agreements and is involved
in litigation that could have a material negative impact on the Company's
operations. 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 & CO.
Westminster, Colorado
September 23, 1999
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Global Casinos, Inc.
We have audited the consolidated statements of operations, stockholders' equity
and cash flows of Global Casinos, Inc. and subsidiaries for the year ended June
30, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Global Casinos, Inc. and subsidiaries for the year ended June 30, 1998, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Global
Casinos, Inc. will continue as a going concern. As more fully described in
Note 1, the Company has incurred recurring operating losses and incurred a net
loss of approximately $2,289,000 during the year ended June 30, 1998. In
addition, the Company is in default on various loan agreements and the Company
ceased operating two of its casinos during the year ended June 30, 1998. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans with regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from
the outcome of this uncertainty.
GELFOND HOCHSTADT PANGBURN & CO.
Denver, Colorado
October 13, 1998
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(in thousands)
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 505
Accounts receivable:
Trade, net of allowance for doubtful
accounts of $88 386
Related parties 22
Inventory 260
Prepaid rent 116
Current portion of notes receivable 156
Marketable trading securities 851
Other 67
------------
Total current assets 2,363
------------
Land, buildings and improvements, and
equipment:
Land 518
Buildings and improvements 4,072
Equipment 2,027
-------------
6,617
Accumulated depreciation (1,872)
-------------
4,745
Other assets:
Leasehold rights and interests and contract
rights, net of amortization
of $848 1,441
Goodwill, net of amortization of $276 1,888
Hotel credits 493
Notes receivable, net of current portion,
including receivables in default 197
Property rights held for sale 200
Other assets, net of amortization of $26 25
Restricted cash 140
-------------
4,384
-------------
$ 11,492
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including $82 to a
related party $ 506
Accrued expenses:
Accrued wages and taxes 570
Accrued casino license fees 1,169
Accrued interest, including $14 to related
parties 308
Other 265
Notes payable 301
Current portion of long-term debt:
Related parties 276
Debt in default, including $163 to related
parties 942
Other debt 494
Other 40
-------------
Total current liabilities 4,871
-------------
Long-term debt, less current portion 2,580
-------------
Mandatory redeemable, voting, Class C
preferred stock, 487,172 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,
296,329 shares issued and outstanding 3
Common stock - $.05 par value; 50,000,000
shares authorized; 1,546,360 shares
issued and outstanding 77
Additional paid-in capital 12,335
Accumulated deficit (9,152)
------------
3,456
` ------------
$ 11,492
=============
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
</TABLE>
<TABLE>
<CAPTION>
For years ended June 30,
1999 1998
----------- -----------
<S> <C> <C>
Revenues:
Casino $ 4,981 $ 7,989
Bingo 3,593 2,955
Food and beverage 118 187
Other 377 314
----------- -----------
9,069 11,445
Expenses:
Cost of bingo supply sales 2,162 1,929
Operating, general, and administrative,
including $62 and $67, respectively,
to a related party 6,227 8,831
Depreciation and amortization 852 1,053
Impairment losses 267 1,317
------------ ------------
9,508 13,130
------------ ------------
Loss from operations (439) (1,685)
------------ ------------
Other income (expense):
Interest income 36 35
Interest expense, including $37 and $30,
respectively,
to related parties (493) (637)
Realized gain on the sale of marketable
securities 274 23
Adjustment to market value of marketable
securities 215
------------- ------------
32 (579)
------------- ------------
Loss before minority interest and
extraordinary item (407) (2,264)
Minority interest in income of subsidiary (25)
------------- -------------
Loss before extraordinary item (407) (2,289)
Extraordinary item:
Gain from debt restructuring 84
------------- -------------
Net loss (323) (2,289)
Dividends on Class B preferred stock (267) (65)
------------- -------------
Net loss available to common stockholders $ (590) $ (2,354)
============= =============
Loss per share - basic and diluted:
Loss before extraordinary item $ (0.44) $ (1.61)
Extraordinary item 0.05 -
------------- -------------
Net income (loss) available to
common stockholders $ (0.39) $ (1.61)
============= =============
Weighted average shares outstanding 1,528,062 1,460,371
============= =============
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEARS ENDED JUNE 30, 1999 AND 1998
($ amounts in thousands)
<TABLE>
<CAPTION>
Preferred Additional
Class A Class B Common Stock Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
- ------ ------ ------------- ----- ------ --------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at
June 30, 1997 147,750 $ 269 1,400,811 $ 70 $ 8,906 $ (6,208) $3,037
Class B shares
issued in debt
conversion 340,329 $3 1,250 3,406 3,409
Shares issued for
services 32,894 2 116 118
Shares issued in
conversion of
Class A preferred
stock to common
stock (38,750) (51) 9,389 50 (1)
Shares issued in
exercise of options 60,000 3 184 187
Redemption of
preferred stock (11,151) (111) (111)
Dividends on Class
B preferred stock (65) (65)
Net loss (2,289) (2,289)
----------------------------------------------------------------------------------------------------------
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)
-------------------------------------------------------------------------------------------------------------
96,500 $193 296,329 $ 3 1,546,360 $ 77 12,335 $(9,152) $ 3,456
=============================================================================================================
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For years ended June 30,
1999 1998
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (323) $ (2,289)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 852 1,053
Provision for uncollectible receivables 99 39
Net gain on sales of marketable trading
securities (274) (23)
Adjustment to market value of marketable
trading securities (215)
Extraordinary gain from extinguishment of debt (84)
Impairment losses 94 1,317
Expensing of prepaid rent 71
Stock issued for services 30
Minority interest 25
Changes in operating assets and liabilities,
net of effects of acquisitions and dispositions:
Restricted cash (140)
Accounts receivable (172) (196)
Inventory 25 2
Other current assets 24 (158)
Other assets (4) 25
Accounts payable (14) 319
Accrued expenses 575 372
Other current liabilities 40
Other liabilities (12) (6)
---------- -----------
965 2,699
---------- -----------
Net cash provided by operating activities 642 410
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of building improvements and equipment (460) (598)
Purchases of marketable trading securities (384) (62)
Sales of marketable trading securities 157 35
Collections on notes receivable 61 48
Issuance of notes receivable (80)
Acquisitions, net of cash acquired (383)
Settlement upon termination of operating lease 400
---------- -----------
(306) (960)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt $ (337) $ (697)
Issuances of long-term debt 448 749
Borrowings against notes payable 150 170
Payments on notes payable (94)
Proceeds from issuance of common stock 188
Redemption of mandatory preferred stock (3) (20)
Redemption of Class B preferred stock (478) (111)
Payment of dividends on Class B preferred stock (240) (54)
---------- -----------
Net cash provided by financing activities (554) 225
---------- -----------
Net decrease in cash (218) (325)
Cash at beginning of year 723 1,048
---------- -----------
Cash at end of year $ 505 $ 723
========== ===========
Supplemental cash flow information:
Cash paid for interest $ 457 $ 459
Supplemental disclosure of non-cash investing
and financing activities:
Debt converted to common stock:
Mandatory redeemable preferred stock $ 4
Accounts payable, including $80,000 to a
related party $ 88
Long-term debt 87 6
Class A preferred stock converted to
common stock 51
---------- -----------
$ 91 $ 145
========== ===========
Debt converted to Class B preferred stock $ 150 $ 3,403
Debt converted to Class C preferred stock $ 585
Fixed assets acquired through long-term debt $ 61
Transfer of land, building and improvements to
property rights held for sale $ 200
Proceeds of note payable used to purchase note
receivable $ 75
Acquisitions:
Fair value of assets acquired $ 592
Intangible assets 3,935
Liabilities assumed (135)
Fair value of assets exchanged (4,010)
---------- -----------
Cash paid, net of cash acquired $ 382
========== ===========
</TABLE>
See accompanying notes.
<PAGE>
GLOBAL CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Consolidation
Global Casinos, Inc. (the "Company"), a Utah corporation, develops and
operates gaming casinos domestically and internationally, 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 two bingo hall operators. The bingo halls are managed by the
wife of the holder of the Company's Class B preferred shares.
GLOBAL PELICAN N.V. ("Global Pelican"), a St. Maarten Limited Liability
Company located on the island of St. Maarten in the Dutch Netherlands
Antilles. Global Pelican operates the Pelican Casino under a Management
and Operating Lease Agreement (Note 9).
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).
WOODBINE CORPORATION ("Woodbine"), a South Dakota corporation, which
operated Lillie's Casino ("Lillie's") in Deadwood, South Dakota through
June 30, 1995 (Note 9).
GLOBAL CASINOS INTERNATIONAL, INC. ("Global International"), a Delaware
corporation, which through an International Joint Venture ("IJV") operated
Casino Las Vegas in Bishkek, Kyrgyzstan. The Company transferred its
interest in Casino Las Vegas to its IJV partner in April 1998 (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
Global Casinos, Inc. will continue as a going concern. The Company has
incurred recurring operating losses, incurred net losses of approximately
$323,000 and $2,289,000 during the years ended June 30, 1999 and 1998,
respectively, and had working capital deficiencies of approximately
$2,168,000 and $2,653,000 at June 30, 1999 and 1998, respectively. The
Company is in default on various loan agreements and the Company ceased
operating two of its casinos in 1998. Additionally, as further discussed
in Note 9, the Company is involved in litigation that could have a negative
impact on the Company's operations. 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 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 will also continue
to explore acquisition opportunities, and improve operating efficiencies at
its existing properties. Management believes that these plans will result
in increased liquidity and future profitability.
Cash
Cash consists of demand deposits, vault cash used in casino operations, and
cash provided for use in the leased bingo hall facilities.
Restricted cash
Restricted cash represents cash held in an escrow account in connection
with the Company's negotiations with the government of St. Maarten to
obtain a casino license.
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.
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. Realized and unrealized gains and losses are
recognized currently. Net realized gains are determined on the first-in,
first-out cost method.
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,
1999 are marketable securities of $121,406 transacted on a margin basis.
Hotel credits are presented at their estimated realizable value.
Property Rights Held for Sale
Property rights held for sale consists of the rights to the ownership of
land, building and improvements in Deadwood, South Dakota. The carrying
value of the property rights approximates the estimated sales price of the
land, building and improvements (Note 9).
Land, Building and Improvements, and Equipment
Land, building and improvements, and equipment 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, 1999, the Company recognized a restructuring
charge of $160,471 due to the reduction of the amortization periods
associated with leasehold rights and interests, contract rights, and
goodwill. During the years ended June 30, 1999 and 1998, restructuring
charges of $65,970 and $19,763, respectively, were 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.
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, 1999 and 1998 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.
Foreign Currency Transactions
Gaming activities in the Company's foreign operations are primarily
conducted in U.S. dollars. Gains and losses from foreign currency
transactions are recognized currently, and were immaterial for the years
ended June 30, 1999 and 1998.
Risk Considerations
ALASKA BINGO SUPPLY Trade receivables are due from ABS bingo supply
customers. ABS grants credit, generally without collateral, to its
customers. During 1999, approximately 28% of bingo product sales were
attributed to two significant customers. During 1998, approximately 33% of
bingo sales were attributed to three significant customers.
Approximately 41% and 54% of ABS's bingo product supply purchases were from
a third party supplier during 1999 and 1998, 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.
As discussed in Note 9, the Company is involved in litigation in which the
plaintiffs are seeking actions that could materially impact ABS operations.
GLOBAL PELICAN Global Pelican is subject to considerations and risks not
typically associated with investments in North American companies. Due to
the sustained stability of St. Maarten's political, economic, and legal
environments, the Company does not anticipate significant risk in the
immediate future.
The Company is currently able to remit funds from its operations in St.
Maarten to the U.S. to meet certain intercompany obligations without
significant local government approvals, restrictions or taxation. However,
the remittance of funds to the U.S. for other means (including profit
distribution) would be subject to certain restrictions and taxation.
Changes in the local legal and economic environments may adversely affect
the expropriation of funds to the U.S.
HOTEL CREDITS As discussed in Note 2, the Company was issued hotel credits
at the Radisson Aruba Resort Spa & Casino having a face value of $600,000
(and a realizable value of $492,739 at June 30, 1999), usable at the rate
of $100,000 per year commencing January 2000. The hotel has experienced
protracted delays in opening for operations, and further delays could
adversely impact the Company's ability to utilize the credits.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") issued SFAS No. 130,
Reporting Comprehensive Income, which establishes requirements for
disclosure of comprehensive income, and is effective for fiscal years
beginning after December 15, 1997. The Company did not have any components
of comprehensive income requiring separate disclosure under SFAS No. 130.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which was effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. In June 1999, the
FASB 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.
Reclassifications
Certain amounts reported in the 1998 financial statements and notes have
been reclassified to conform to the 1999 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 by 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.
Casino Masquerade
The Company had operated the Casino Masquerade located in the Radisson
Aruba Caribbean Hotel on the island of Aruba through February 28, 1998, at
which time the hotel was closed for major repairs and renovations. In
April 1998, the Company reached a settlement agreement with the lessor of
the casino space regarding payment of working capital expenses and
improvements, as well as the provision of new lease terms. These terms
included a deposit of $750,000 to be deposited in an escrow account until
the casino was open for operations, and approximately $2,000,000 in casino
improvements and equipment purchases. The Company was unable to meet these
requirements and defaulted on the lease agreement. Consequently, the
carrying value of leasehold rights and interests, contract rights, and
equipment were considered to be impaired, and the Company recognized a
restructuring charge of $1,076,549 for the year ended June 30, 1998.
Due to protracted delays in completing the renovations and other adverse
business circumstances, the Company was able to negotiate an early
termination of the casino lease. 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 are usable at the rate of
$100,000 per year commencing January 2000.
Effective December 31, 1998, the Company agreed to sell all of the
outstanding shares of BPJ to an unaffiliated third party. The resulting
gain of $191,800 in connection with the disposition is included in
restructuring charges for 1999.
Casino Las Vegas
Through April 1998, the Company leased the Casino Las Vegas facility from
the minority joint venture partner ("JVP") in the Casino Las Vegas. The
Company transferred its interest in the casino to the JVP in April 1998 and
recognized a restructuring charge of $220,835 in connection with the
transfer.
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. The
resulting gain of $5,400 in connection with the disposition is included in
restructuring charges in 1999.
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. A restructuring charge of $195,140 was incurred as a result of
the closure.
3. NOTES RECEIVABLE
At June 30, 1999, notes receivable consist of the following (in thousands):
<TABLE>
<CAPTION>
<S> <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. $ 247
Non-interest bearing note, originally
due December 1995, in default,
collateralized by 20,000 shares of the
Company's common stock 200
Non-interest bearing note, unsecured, due on demand 80
10% note receivable, interest and principal
payments of $800 due monthly, unpaid principal
and interest due December 1, 2001 21
--------
548
Allowance for doubtful collections (195)
========
353
Less current portion (156)
--------
$ 197
========
</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, 1999 and 1998, the Company
increased the allowance for doubtful collections by $37,000 and $27,500,
respectively.
4. LONG-TERM DEBT
At June 30, 1999, long-term debt consists of the following (in thousands):
Related parties:
<TABLE>
<CAPTION>
<S> <C>
Unsecured obligations to related parties,
bearing interest at 9%, 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. $ 276
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, $163,343
to a related party, 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. 306
Other Debt:
Mortgages 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. 752
Mortgages payable to third parties, collateralized
by real estate, interest at 9.2%, monthly payments
of $10,225 plus annual payments of 12.5% of
available Bull Durham net cash flow, as defined,
due in 2004. 1,111
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 128
Mortgages payable to third parties, collateralized
by real estate, interest at 7%, monthly payments of
$2,119, due in 2004 310
Secured notes, interest ranging from 7% to 14%,
monthly payments of $22,325, collateralized by certain
gaming equipment, due through 2003. A note with a
principal balance of $9,758 is personally guaranteed
by a related party. 195
Secured note, bearing interest at 12%, due in
installments through September 1999, collateralized
by a note receivable. 60
Unsecured notes to Class B preferred shareholder,
bearing interest at 8%, principal due September 2004 336
-------
4,291
Less current portion of long-term debt
Less debt in default, including $163 to related party
Less related party (494)
(942)
(276)
-------
$ 2,579
========
</TABLE>
Scheduled maturities of long-term debt for the years ending June 30 are as
follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
2000 $ 1,712
2001 72
2002 61
2003 62
2004 2,384
---------
Total $ 4,291
</TABLE>
During 1999, a note payable with a principal balance of $25,000 and accrued
interest of $25,407 was extinguished for $15,000, resulting in an
extraordinary gain of $35,407.
5. NOTES PAYABLE
At June 30, 1999, the Company had $301,201 in notes due to a financial
institution. The notes bear interest at 2% to 3% over The Wall Street
Journal prime rate of interest through the term of the notes. The notes
are due in monthly installments of $12,911 including interest through
October 2001, and are collateralized by real estate pledged by a related
party.
6. 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. 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, 1999, the Company redeemed 47,849 shares of Class B preferred
stock and paid $240,072 in dividends. For the year ended June 30, 1998,
the Company redeemed 11,151 shares of Class B preferred stock and paid
$54,166 in dividends. Included in accrued expenses at June 30, 1999 is
$9,742 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, 1999
include $17,051 in accrued dividends of which $10,208 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 events 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 completed its redemption
of Class A mandatory redeemable convertible preferred stock through $3,500
being converted to 175 shares of common stock, and $30,000 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 expire July 2000. The Company
also issued 15,000 warrants to purchase common stock exercisable at $3.00
per share in conjunction with the issuance of a $150,000 note. These
warrants expire 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 1998.
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.
In October 1996, in connection with a private placement of convertible
debt, the Company issued 126,100 Class E Warrants exercisable at $6.00,
126,100 Class F Warrants exercisable at $7.00, and 126,100 Class G Warrants
exercisable at $8.00 per share. The Class E, F, and G warrants expired in
February 1999.
Prior to 1995, the Company issued to an underwriter a warrant to purchase
2,813 units, which consisted of one share of Class A Preferred Stock and
one-half Class D Warrant at an exercise price of $24.00 per unit. This
warrant expired in April 1999.
Options
During 1997 and 1998, the Company entered into agreements with two third
party companies for consulting services. Consideration for the proposed
services was to consist of common stock of the Company, and options to
purchase up to 190,000 shares of the Company's common stock. During 1998,
the Company incurred $30,000 of consulting expense related to these
agreements and issued 15,000 shares of common stock, valued at $2.00 per
share, in satisfaction of the obligation. The Company terminated both
agreements prior to the end of the service periods, and therefore did not
grant any options, issue additional stock, or pay other consideration to
these two parties.
7. 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. As of June
30, 1999, the Company had sold 155,000 shares of common stock at a gain of
$102,788. At June 30, 1999, marketable securities includes the remaining
220,000 FEI shares carried at their market value of $278,432, which
resulted in unrealized gains of $209,682. In July 1999, the Company sold
the remaining shares of FEI at a realized gain of $51,550.
8. SUBSEQUENT EVENTS
Tollgate Saloon & Casino
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. 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.
Casinos USA
In July 1999, Global Casinos paid a total of $52,858 in cash and assumed a
note of $54,163 to retire the unsecured debt of Casinos USA. The
transaction resulted in a gain of $20,566. Global Casinos is entitled to
receive 50% of the cash flow from casino operations, with the other 50%
payable to the mortgage holders.
Assignment of Note
In September 1999, the Company assigned to a related party its interest in
an $80,000 note and $43,766 in advances made to a third party subsequent to
year-end in partial satisfaction of a note payable owed to the related
party.
9. COMMITMENTS AND CONTINGENCIES
Leases and rental operations
The Company, through its subsidiary, Global Pelican, continues to lease and
operate the Pelican Casino under a cancelable Management and Operating
Lease Agreement (the "Pelican Agreement"). The term of the lease is for
five years with options to renew for three additional five-year terms.
Rent expense for the years ended June 30, 1999 and 1998 was $225,000 and
$235,000, respectively.
The Pelican Agreement provided that Global Pelican would also purchase the
equipment utilized at the casino for $225,000 in exchange for a note
payable, subject to the third party providing clear title to the equipment.
The Pelican Agreement also stated that until the equipment liens and
encumbrances were released, Global Pelican had the right to terminate the
Pelican Agreement. At June 30, 1999, the equipment remains subject to
liens and encumbrances, and Global Pelican has therefore not purchased the
equipment.
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 expires in December 1999. Monthly rent
payments increase from $10,000 to $14,555 over the remaining term of the
lease, with rent expense being recognized on a straight-line basis. Bingo
hall lease expense was $390,102 and $362,203 for the periods ended June 30,
1999 and 1998, respectively.
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 it 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, 1999, the
Company also utilized a computer system for $1,000 per month. Rent expense
was $59,520 and $54,560 for the periods ended June 30, 1999 and 1998,
respectively.
The Company leases corporate office space under a noncancelable operating
lease expiring in September 1999. The Company leased office equipment
under a lease that expired in 1998. Lease expense under these leases was
$48,491 and $53,055 for the years ended June 30, 1999 and 1998,
respectively.
Future minimum lease payments for the years ending June 30, including lease
payments resulting from the Tollgate transaction (Note 8), are as follows
(in thousands):
<TABLE>
<CAPTION>
Office and Bingo
Casinos Halls Equipment Total
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
2000 $ 331 $ 308 $ 28 $ 667
2001 325 221 27 573
2002 69 221 5 295
2003 48 221 4 273
2004 48 221 269
Thereafter 4 37 41
---------- ---------- --------- ----------
$ 825 $ 1,229 $ 64 $ 2,118
========== ========== ========== ==========
</TABLE>
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. The
Company asserts that the indemnification is also applicable to ABS. In the
unlikely event that ABS is not successful in obtaining indemnification from
the previous shareholder, an adverse ruling could have a material adverse
effect on the Company.
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 recognized a restructuring charge in 1999 of $43,120
to reduce the carrying value of the property rights to estimated net
realizable value.
10. 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. Global Pelican is subject to St. Maarten tax provisions which
provide for utilization of prior years cumulative net operating losses to
offset current and future taxable income. At June 30, 1999, the Company
has net operating loss carryforwards related to its St. Maarten operations
of approximately $475,000 available to reduce future taxable income.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Deferred
tax assets at June 30, 1999 are comprised mainly of net operating loss
carryforwards of approximately $2,437,120. The valuation allowance was
increased by $108,000 during 1999 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>
1999 1998
--------- -----------
<S> <C> <C>
Statutory federal income tax rate 34% 34%
Effect of net operating loss not utilized (34) (34)
--------- -----------
- % - %
========== ===========
</TABLE>
At June 30, 1999, the Company had domestic net operating loss carryforwards
of approximately $7,168,000 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>
2008 $ 920
2009 1,676
2010 1,217
2011 2,615
2012 -
2013 423
2014 317
--------
$ 7,168
=========
</TABLE>
11. STOCK INCENTIVE PLAN
The Company has a Stock Incentive Plan (the "Incentive Plan"), that allows
the Company to grant incentive stock options and/or purchase rights
(collectively "Rights") to officers, employees, former employees and
consultants of the Company and its subsidiaries. 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>
Outstanding at June 30, 1997 91 25 116
Granted 80 30 110
Exercised (60) - (60)
Forfeited (76) (20) (96)
--------- --------- ---------
Outstanding at June 30, 1998 35 35 70
Granted 28 28
Exercised - - -
Forfeited (15) (35) -
--------- --------- ---------
Outstanding at June 30, 1999 48 - 98
========= ========= =========
</TABLE>
The weighted average exercise prices were:
<TABLE>
<CAPTION>
Stock
Incentive Directors
--------- ---------
<S> <C> <C>
1999 $ 2.55
1998 $ 5.43 $ 2.86
</TABLE>
The following pro forma net loss and earnings per share for 1999 and 1998
would result had the Company's compensation cost been determined using the
fair value based accounting provisions of SFAS No. 123:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Loss- reported (in thousands) $ (589) $ (2,289)
Loss- pro forma (in thousands) $ (711) $ (2,579)
Loss per share - reported $ (.39) $ (1.61)
Loss per share - pro forma $ (.45) $ (1.69)
</TABLE>
12. 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.
<TABLE>
<CAPTION>
Bingo Bingo Hall
Casino Products Leasing Other Total
--------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
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 4,514 713 6,267 11,493
Capital expenditures 474 39 7 520
1998
-------
Revenue $ 8,174 $ 2,322 $ 635 $ 314 $ 11,445
Interest revenue 10 2 23 35
Interest expense 200 220 217 637
Depreciation and
amortization 532 297 224 1,053
Restructuring (gains)/
losses 1,138 179 1,317
Realized and unrealized
gains and (losses) (324) (3) (327)
Net income (loss) (1,896) (308) 283 (367) (2,289)
Identifiable assets 4,948 736 6,378 12,062
Capital expenditures 526 18 54 598
</TABLE>
The following table sets forth financial information for the Company's
foreign and domestic operations for the years ended June 30, 1999 and 1998
(in thousands):
<TABLE>
<CAPTION>
Foreign** Domestic Total
--------- -------- --------
<S> <C> <C> <C>
1999
-------
Revenue $ 2,631 $ 6,494 $ 9,125
Net income (loss) 88 (411) (323)
Identifiable assets 228 11,265 11,493
1998
-------
Revenue $ 5,863 $ 5,473 $ 11,335
Net loss (1,948) (340) (2,289)
Identifiable assets 1,314 10,748 12,062
</TABLE>
**Foreign operations include Aruba, St. Maarten and Kyrgyzstan operations
in 1998, and Aruba and St. Maarten in 1999.
13. 401(k) SAVING AND PROFIT SHARING PLAN
On July 1, 1997, the Company started a Retirement Savings and Investment
Plan (the "401(k) Plan") for the employees of the Bull Durham Casino and
Alaska Bingo Supply that is intended to qualify under Section 401(k) of the
Internal Revenue Code. Qualified employees may participate in the
Company's 401(k) Plan by contributing up to 10% of their gross earnings to
the plan subject to certain Internal Revenue Service restrictions. The
Company matches an amount equal to 100% of each participant's contribution
to a maximum of 5% of their earnings. Company contributions for the years
ended June 30, 1999 and 1998 were $21,761 and $18,610, respectively.
