<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
-------------- -------------
Commission file number 0-15415
GLOBAL CASINOS, INC.
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Utah 87-0340206
- ------------------------------ -----------------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification
number
5373 N. Union Blvd., Suite 100 Colorado Springs, Colorado 80918
------------------------------------------------------------------
(Address of Principal Offices) (Zip Code)
Registrant's telephone number, including area code: (719) 590-4900
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
As of February 14, 2000, 1,546,360 shares of Common Stock of the Registrant
were outstanding.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
<PAGE>
<PAGE>
INDEX
PART 1. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets at December 31, 1999 (unaudited) and
June 30, 1999 4
Statements of Operations for the Three Months Ended
December 31, 1999 (unaudited) and December 31, 1998
(unaudited) 6
Statements of Operations for the Six Months Ended December 31, 1999
(unaudited) and December 31, 1998 (unaudited)
Statements of Cash Flows for the Six Months Ended December 31, 1999
(unaudited) and December 31, 1998 (unaudited)
Notes to Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
The consolidated financial statements included herein have been prepared
by Global Casinos, Inc. (the Company) without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such SEC rules and regulations. In the opinion of
management of the Company the foregoing statements contain all adjustments
necessary to present fairly the financial position of the Company as of
December 31, 1999, and its results of operations for the three and six-month
periods ended December 31, 1999 and 1998 and its cash flows for the six-month
periods ended December 31, 1999 and 1998. The Company's balance sheet as of
June 30, 1999 included herein has been derived from the Company's audited
financial statements as of that date included in the Company's annual report
on Form 10-KSB. The results for these interim periods are not necessarily
indicative of the results for the entire year. The accompanying financial
statements should be read in conjunction with the financial statements and the
notes thereto filed as a part of the Company's annual report on Form 10-KSB.
<PAGE>
<PAGE>
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
(unaudited)
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash $ 306 $ 505
Accounts receivable:
Trade, net of allowance for
doubtful accounts of $70 and
$88 at December 31 and June 30,
1999 345 386
Related parties 4 22
Inventory 230 260
Prepaid rent - 116
Current portion of notes receivable 67 156
Marketable trading securities 782 851
Property rights held for sale 200 200
Other 101 67
---------- ----------
Total current assets 2,035 2,563
Land, building and improvements and
equipment:
Land 518 518
Building and improvements 4,081 4,072
Equipment 1,876 2,027
----------- -----------
6,475 6,617
Accumulated depreciation (1,767) (1,872)
------------ -----------
4,708 4,745
------------ -----------
Other assets:
Leasehold rights and interests and
contract rights, net of
amortization of $981 and $848 at
December 31 and June 30, 1999 1,309 1,441
Goodwill, net of amortization of
$349 and $276 at December 31 and
June 30, 1999 1,816 1,888
Hotel credits 507 493
Notes receivable, net of current portion,
including receivables in default 175 197
Other assets, net of amortization of
$ - and $26 at December 31 and June
30, 1999 58 25
Restricted cash - 140
----------- ------------
3,865 4,184
----------- -----------
$ 10,608 $ 11,492
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including $73 and
$82 to a related party at December
31 and June 30, 1999 $ 530 $ 506
Accrued expenses:
Wages and taxes 138 570
Casino license fees - 1,169
Interest, including $12 and $14
to related parties at December 31 and
June 30, 1999 354 308
Other 402 265
Note payable 231 301
Current portion of long-term debt,
including debt in default and $580
and $439 to related parties at
December 31 and June 30, 1999 1,838 1,712
Other 40 40
----------- -----------
Total current liabilities 3,533 4,871
----------- ------------
Long-term debt, less current portion 2,730 2,580
----------- -----------
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 at December 31,
1999 and June 30, 1999 193 193
Class B - $.01 par value, nonvoting,
270,893 and 296,329 shares issued
and outstanding at December 31
and June 30, 1999 3 3
Class C - $.01 par value, voting;
487,172 shares issued and
outstanding at December 31, 1999 and
June 30, 1999 5 5
Common stock - $.05 par value;
50,000,000 shares authorized;
1,546,360 shares issued and outstanding
at December 31, 1999 and June 30,
1999 77 77
Additional paid-in capital 12,662 12,915
Accumulated deficit (8,595) (9,152)
----------- ------------
4,345 4,041
----------- ------------
$ 10,608 $ 11,492
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
------------- ------------
<S> <C> <C>
Revenues:
Casino $ 1,038 $ 1,280
Bingo 1,034 976
Food and beverage 32 28
Other (2) 25
------------ ------------
2,102 2,309
------------ ------------
Expenses:
Cost of sales 564 527
Operating, general, and
administrative 1,724 1,582
Depreciation and amortization 255 192
------------ ------------
2,543 2,301
------------ ------------
Loss from operations (441) 8
------------ ------------
Other income (expense):
Interest income 11 8
Interest expense, including $3
and $2 to related parties
at December 31, 1999 and 1998 (116) (120)
Gain on sale of subsidiaries 1,136 189
Realized gain on sale of
marketable securities 14 -
Unrealized net gain on marketable
securities 79 57
------------- -------------
1,124 134
------------- -------------
Income before extraordinary item 683 142
Extraordinary item - gain from
restructuring of debt 36 66
------------- -------------
Net income 719 208
Dividends on Class B and C
preferred stock (67) (62)
------------- -------------
Net income available to
common stockholders $ 652 $ 146
============= =============
Earnings per common share - basic
and diluted:
Income from continuing operations $ 0.40 $ 0.06
Extraordinary item 0.03 0.05
------------- -------------
Net income available to common
stockholders $ 0.43 $ 0.11
============= =============
Weighted average shares
outstanding 1,546,360 1,504,461
------------- -------------
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
------------- --------------
<S> <C> <C>
Revenues:
Casino $ 2,370 $ 2,586
Bingo 1,963 1,791
Food and beverage 66 55
Other 50 142
4,449 4,574
------------- ------------
Expenses:
Cost of sales 1,089 963
Operating, general, and
administrative 3,249 3,412
Depreciation and amortization 499 373
-------------- ------------
4,837 4,748
-------------- ------------
Loss from operations (388) (174)
-------------- ------------
Other income (expense):
Interest income 24 15
Interest expense, including
$6 and $4 to related parties
at December 31, 1999 and 1998 (218) (237)
Gain on sale of subsidiaries 1,176 189
Realized gain on sale of
marketable securities 135 -
Unrealized net gain/(loss) on
marketable securities (90) 51
-------------- -------------
1,027 18
-------------- -------------
Income before extraordinary item 639 (156)
Extraordinary item - gain from
restructuring of debt 55 66
-------------- -------------
Net income 694 (90)
-------------- -------------
Dividends on Class B and C
preferred stock (139) (127)
Net income available to
common stockholders $ 555 $ (217)
Earnings per common share -
basic and diluted:
Income from continuing operations $ 0.32 $ (0.20)
Extraordinary item 0.04 0.05
------------- ------------
Net income available to
common stockholders $ 0.36 $ (0.15)
============= ============
Weighted average shares
outstanding 1,546,360 1,510,560
=========== ============
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
--------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating
activities $ 136 $ 502
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (44) (321)
Collections on note receivable 111 30
Issuance of note receivable - -
Purchases of marketable trading securities (413) (36)
Sales of marketable trading securities 504 -
------------- -------------
Net cash provided by (used in)
investing activities 158 (327)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments of long-term debt (70) (112)
Issuances of long-term debt 291 170
Principal payments of notes payable (342) (53)
Borrowings against notes payable - 150
Payment of mandatory redeemable
preferred stock - (3)
Redemption of Class B preferred stock (255) (235)
Payment of dividends on Class B
preferred stock (118) (117)
-------------- -------------
Net cash used in financing
activities (494) (200)
-------------- -------------
Net (decrease) increase in cash (200) (25)
Cash at beginning of year 506 723
-------------- -------------
Cash at end of year $ 306 $ 699
============== =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 145 $ 70
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Mandatory redeemable preferred stock
converted to common stock $ - $ 4
Fixed assets acquired through debt $ 384 $ -
Dividends accrued on Class B and
Class C preferred stock $ 21 $ 10
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
GLOBAL CASINOS, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
(Unaudited)
1. ORGANIZATION and SIGNIFICANT ACCOUNTING POLICIES
The Consolidated Financial Statements for the three months and six months
ended December 31, 1999 and 1998 have been prepared in accordance with the
accounting policies described in the Company's annual report on Form 10-KSB.
Management believes the statements include all adjustments of a normal
recurring nature necessary to present fairly the results of operations for the
interim periods.
At December 31, 1999, and for the three months and six months ended
December 31, 1999 and 1998, the consolidated financial statements of the
Company include the accounts of the following wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
CASINOS 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 of Black Hawk,
Colorado.
GLOBAL CENTRAL, INC., a Colorado corporation, which owns and
operates the Tollgate Saloon & Casino ("Tollgate"), located in the
limited stakes gaming district of Central City, Colorado.
GLOBAL ALASKA INDUSTRIES ("Global Alaska"), which operates Alaska
Bingo Supply, Inc. ("ABS") located in Anchorage, Alaska.
GLOBAL PELICAN N.V. ("Pelican"), a St. Maarten Limited Liability
company located on the island of St. Maarten in the Dutch
Netherlands Antilles.
WOODBINE CORPORATION ("Woodbine"), a South Dakota corporation, which
operated Lillie's Casino in Deadwood, South Dakota through June 30,
1995.
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.
DESTINATION MARKETING SERVICES ("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.
2. TOLLGATE SALOON & CASINO
In August 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.
3. EARNINGS PER SHARE
Basic income or loss per share represents the net income or loss
available to common stockholders divided by the weighted average number of
common shares outstanding during the year. Diluted income/(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
income/(losses) of the entity.
The Company's operating history of losses has resulted in an average
market price per common share that is substantially lower than the conversion
prices on the existing convertible preferred stock, stock options, stock
warrants, and convertible promissory notes of $1.00 to $5.00 per share. As a
result of this situation, any issuance of additional common stock could result
in a reduction of total common shares outstanding which would have the effect
of increasing the income per share on a diluted basis.
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 the three months and six months ended December
31, 1999 as the impact of the potential common shares would be to either
increase the income per share or decrease the loss per share. Therefore,
diluted income or loss per share is equivalent to basic loss per share.
4. DISPOSITION OF SUBSIDIARIES
On December 30, 1999, Global Casinos, Inc (Global) sold all of the issued
and outstanding shares of capital stock of its wholly-owned subsidiary, Global
Pelican, N.V., a St. Maarten Limited Liability Company, to Arufinance, N.V.,
an Aruba Corporation, (Arufinance) pursuant to a Stock Purchase Agreement
dated as of December 30, 1999 (the Agreement) among Global and Arufinance.
Arufinance acquired all of the capital stock issued and outstanding of
Global Pelican, N.V. from Global for a negotiated purchase price of $1,000.
Arufinance acquired all of the remaining assets and liabilities of Global
Pelican, N.V. as part of the stock purchase, effective with the closing date
of December 30, 1999. Global recognized a gain of $1,136,620 in connection
with the disposition.
As part of the stock sale transaction, Global retained accounts
receivables in the form of outstanding and uncollected markers totaling
$69,200, transferred by Global Pelican to Global, and the related allowance
for doubtful accounts of $69,200. Global also agreed to assume and pay an
outstanding accounts payable account to vendor, Aristocrat, in the amount of
$41,888 for certain gaming devices located in the Global Pelican casino. This
account payable was to be paid by the 30th of January, 2000. This debt was
restructured with the approval of Aristocrat within the agreed time frame.
On December 31, 1998, Global agreed to sell all of the outstanding shares
of BPJ to an unaffiliated third party. Global recognized a gain of $183,856
in connection with the disposition.
On October 1, 1998, Global also agreed to sell all of the outstanding
shares to Destination Marketing Services, a small subsidiary of the Company,
recognizing a gain of $5,394 in connection with the disposition.
5. SEGMENT INFORMATION
The Company operates in 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.
Following is a tabulation of business segment information for the six
months ended December 31, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
Bingo Bingo Hall
Casino Products Leasing Other Total
------ --------- ---------- ----- -----
1999
----
<S> <C> <C> <C> <C> <C>
Revenue $ 2,478 $ 1,627 $ 345 $ 4,450
Interest revenue 2 22 24
Interest expense 108 13 97 218
Depreciation and
amortization 253 222 24 499
Realized and unrealized
gains and (losses) 45 45
Extraordinary items 55 55
Net income (loss) 497 150 75 (167) 555
Identifiable assets 4,238 845 5,525 10,608
Capital expenditures 418 2 4 424
</TABLE>
<TABLE>
<CAPTION>
Bingo Bingo Hall
Casino Products Leasing Other Total
------- -------- ---------- ----- -----
1998
----
<S> <C> <C> <C> <C> <C>
Revenue $ 2,665 $ 1,447 $ 354 $ 108 $4,574
Interest revenue 1 14 15
Interest expense 110 20 107 237
Depreciation and
amortization 374 151 (152) 373
Realized and unrealized
gains and (losses) 51 51
Net income (loss) 424 182 91 (914) (217)
Identifiable assets 4,879 864 6,060 11,803
Capital expenditures 374 16 1 391
</TABLE>
The following table sets forth financial information for the Company's foreign
and domestic operations for the six months ended December 31, 1999 and 1998
(in thousands):
<TABLE>
<CAPTION>
Foreign** Domestic Total
--------- --------- -----
1999
----
<S> <C> <C> <C>
Revenue $ 748 $ 3,701 $4,449
Net income (loss) (374) 929 555
Identifiable assets 10,608 10,608
1998
----
Revenue $ 1,341 $ 3,233 $4,574
Net income (loss) 433 (650) (217)
Identifiable assets 550 11,252 11,802
</TABLE>
**Foreign includes the operations of Aruba and St. Maarten.
<PAGE>
<PAGE>
ITEM 2. 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.
Overview
Global Casinos, Inc. 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. At December 31, 1999, the Company's
consolidated financial statements consisted mainly of the following: the
corporate office in Colorado Springs, Colorado; the Bull Durham Saloon &
Casino in Black Hawk, Colorado; the Tollgate Saloon & Casino in Central City,
Colorado; and Alaska Bingo Supply ("ABS") in Anchorage, Alaska. The Pelican
Casino was sold effective December 30, 1999, see Note 4.
The operations of the Company are seasonal. The Bull Durham and Tollgate
casinos experience a significant increase in tourists from May through
September. ABS's operations are strongly influenced by the amount of daylight
and snow received. Consequently, its operations are the strongest from
September through April when people do not tend to be outdoors.
Bull Durham Saloon & Casino
- ---------------------------
The Bull Durham is located approximately one hour from Denver, Colorado
in the town of Black Hawk. In November 1998, the casino completed its
expansion project that increased the gaming space approximately 2,500 square
feet to a total of 7,200 square feet. The casino now operates with 159 slot
machines and three black jack tables. The Bull Durham employs an average of 37
full-time employees.
Tollgate Saloon & Casino
- ------------------------
The Tollgate is located approximately one mile from Bull Durham in the
historic mining town of Central City. In August 1999, the Company entered
into a lease and option agreement to lease the Tollgate for a term of 24
months with 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 Tollgate consists of 19,233 square feet on three levels in a restored
historic commercial building. The casino operates with four black jack
tables, 121 slot machines, and employs approximately 16 full-time employees.
Alaska Bingo Supply
- -------------------
ABS is primarily engaged in the distribution of a full line of bingo
related products. ABS products are sold in Alaska to non-profit organizations
and municipalities that use the products for fund-raising purposes. Charitable
bingo is currently the sole form of legalized gaming in Alaska. ABS also
receives rent income from the leasing of space to two bingo hall operators.
ABS employs seven full-time employees.
Results of Operations - Six Months Ended December 31, 1999 Compared to the Six
Months ended December 31, 1998
The Company recognized net income of $694,278 for the six months ended
December 31, 1999, an increase of $784,098 compared to the net loss of $89,820
for the same period in 1998. Net income available to common stockholders was
$555,147 for the six months ended December 31, 1999 compared to $217,200 for
the same period in 1998.
The results of operations for the six months ended September 30, 1999
were comprised of Bull Durham, Tollgate, Pelican Casino (through the December
30, 1999 sale date), and Alaska Bingo Supply. The period in 1998 was
comprised of Bull Durham, Pelican Casino, Alaska Bingo Supply, Destination
Marketing, and Casino Masquerade.
During the second quarter of 1998, 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. The Company did not
earn any revenue from Casino Masquerade during the six months ended December
31, 1998.
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 six months ended December 31, 1999 were $4,448,977
compared to $4,573,515 for the 1998 period, a decrease of $124,538 or 3%.
Bull Durham's revenues increased $46,249 to $1,370,694 for the six months
ended December 31, 1999 compared to $1,324,445 for the same period in 1998.
The increase is largely due to the expansion that opened in November 1998
being in operation for the entire period in 1999. Tollgate's revenues for the
six months ended December 31, 1999 were $359,063. The Pelican Casino's
revenues decreased $342,523 to $748,127 for the six months ended December 31,
1999 compared to $1,090,650 for the same period in 1998. The decrease was due
to the adverse impact of two hurricanes on the island during the second fiscal
quarter and the resulting decline in island tourism.
Alaska Bingo's revenues increased $170,402 to $1,971,074 for the six
months ended December 31, 1999 compared to $1,090,650 for the period in
December 31, 1998. Of the increase, approximately 65% came from the increase
in pulltab sales.
Expenses
- --------
Cost of sales increased $125,223 to $1,088,707 for the six months ended
December 31, 1999 compared to $963,484 for the same period in 1998.
Approximately 83% of sales costs are incurred by Alaska Bingo. Alaska Bingo's
gross profit averaged approximately 56% for both of the six month periods
ended December 31, 1999 and 1998.
Operating, general, and administrative expenses decreased $207,979 to
$3,204,283 for the six months ended December 31, 1999 compared to $3,412,262
for the same period in 1998. The decrease is primarily due to costs incurred
by Casino Masquerade and Destination Marketing during the six months ended
December 31, 1998, which totaled $334,616. The Pelican Casino's operating
costs decreased $394,528 for the six months ended December 31, 1999 compared
to the prior year period due to the reduction in overhead resulting from the
hurricane weather. These cost reductions were offset by $594,671 in operating
costs incurred by Tollgate in its first six months of operations.
Depreciation and amortization costs increased $126,576 to $499,449 for
the six months ended December 31, 1999 compared to $372,873 for 1998. The
increase is due largely to the addition of gaming equipment at the Tollgate
casino and increased amortization expense recognized by Alaska Bingo due to
increased cost of bingo hall lease renewals, and a reduction in the estimated
useful life of Pelican Casino's equipment and improvements, resulting in fixed
assets being depreciated over a shorter time period.
Other income, net of expenses, increased $1,090,821 to $986,855 for the
six months ended December 31, 1999 from a loss of $103,966 for the same period
in 1998. Gain on sale of subsidiaries for the Pelican Casino as of December
30, 1999 contributed $1,136,620 in other income for the 1999 period, compared
to $189,250 in 1998 for sales of the Casino Masquerade and Destination
Marketing Services subsidiaries. Interest expense decreased approximately
$18,834 due primarily to the rollover of debt at lower interest rates during
the 1999 period vs. 1998. Net realized gains in the sale of marketable trading
securities exceeded unrealized losses and declined by approximately $6,600 in
1999 vs. 1998.
The Company recognized an extraordinary item of $55,436 for the six
months ended December 31, 1999 related to gains from debt restructuring and
extinguishments compared to a gain of $66,101 for the same period in 1998.
Included in the gain was $20,566 recognized in July 1999, when 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.
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.
The working capital deficiency decreased by $809,357 to $(1,498,480) at
December 31, 1999 from $(2,307,837) at June 30, 1999. Current assets decreased
to $2,034,950 at December 31, 1999 from $2,563,614 at June 30, 1999, a
decrease of $528,664 or 21%. Current liabilities decreased to $3,533,430 at
December 31, 1999 from $4,871,451 at June 30, 1999, a decrease of $1,338,021
or 28%. The decrease in the working capital deficit was due mainly to the
reduction of both equipment and casino license fees liabilities associated
with the Pelican Casino sold on December 30, 1999, net of increases in
equipment acquired for the operations of the Tollgate Casino.
In August 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.
During the six months ended December 31, 1999, related parties made
working capital loans to the Company in the amount of $449,010. The loans
accrue interest at 8% and 9%. The Company paid $145,070 toward the principal
of the outstanding working capital loans. At December 31, 1999, the Company
owed $580,433 to the related parties. The Company incurred $383,830 in debt
to acquire equipment predominantly for the operations of Tollgate. The debt
is secured by the equipment, and bears interest at average rates of 12% over
two years.
Net cash provided by operating activities decreased $366,254 to $136,067
for the six months ended December 31, 1999 compared to $502,321 for the same
period in 1998. The decrease is due largely to working capital costs incurred
in the first six months of Tollgate Casino operations.
Investing activities provided $158,320 in net cash during the six months
ended December 31, 1999. During the six months ended December 31, 1998,
investing activities used $326,829 in net cash. The main reason for the
$485,149 positive change was the net decrease of $276,435 in purchases of new
equipment for cash, an increase in net sales of $126,672 in marketable trading
securities, and net increases in collections of notes receivable of $82,042
during the comparable six months periods ended December 31, 1999.
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 six months ended December 31, 1999, the Company
recognized no significant individual realized or unrealized losses. The
Company recorded combined realized and unrealized gains totaling $92,479.
The Company used $494,243 in cash for financing activities during the six
months ended December 31, 1999 compared to $198,949 during the same period in
1998, an increase of $295,294. The main reason for the increase is that the
Company's made net principal payments in notes payable and long-term debt of
$122,150 for the six months ended December 31, 1999 compared to the same
period in 1998. In addition, the Company reduced new debt issued and notes
payable advances by $155,082 during the six months ended December 31, 1999
compared to the prior year period.
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 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, however, there is no assurance that
management actions will result in increased liquidity or future profitability.
Year 2000 Issue
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures. The Company has addressed
this risk with no adverse impact on the reliability of the operational
systems. The total cost of compliance and its effect on the Company's future
results of operations was determined to be insignificant in amount.
<PAGE>
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None, except as previously disclosed.
Item 2(a). Changes in Securities
None, except as previously disclosed.
Item 3. Defaults Upon Senior Securities
None, except as previously disclosed.
Item 4. Submission of Matters to a Vote of Security Holders
None, except as previously disclosed.
Item 5. Other Information
None, except as previously disclosed.
Item 6(a). Exhibits
None, except as previously disclosed.
Item 6(b). Reports on Form 8-K
Form 8-K dated December 30, 1999
Item 2: Disposition of Assets
Item 7: Financial Statements and Pro Forma Financial
Information
<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 Quarterly Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL CASINOS, INC.
Date: March 29, 2000 By: Stephen G. Calandrella
-------------------- -------------------------------
Stephen G. Calandrella, President
