<PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission File Number: 0-17436
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1034868
- ------------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5325 South Valley View Boulevard, Suite 10, Las Vegas, Nevada 89118
--------------------------------------------------------------------
(Address of principal executive offices including zip code)
(702) 798-7777
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No___
As of November 15, 1997, 5,319,008 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
<PAGE>
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
FORM 10-QSB
INDEX
Page No.
Part I: Financial Information
Item 1. Financial Information:
Unaudited Condensed Consolidated Balance Sheets 3-4
Unaudited Condensed Consolidated Statements of
Income 5-6
Unaudited Condensed Consolidated Statements of
Cash Flows 7-8
Notes to Unaudited Condensed Consolidated
Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II: Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
-2-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
1997 1996
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,660,000 $ 6,457,000
Accounts receivable 339,000 86,000
Inventories 563,000 1,776,000
Prepaid expenses and other 31,000 101,000
Preopening expenses 386,000 -
----------- -----------
Total current assets 2,979,000 8,420,000
FURNITURE, EQUIPMENT AND
LEASEHOLD IMPROVEMENTS, NET 326,000 416,000
PROJECT DEVELOPMENT COSTS 13,657,000 2,103,000
OTHER ASSETS - 150,000
NET ASSETS OF DISCONTINUED OPERATIONS - 443,000
----------- -----------
$16,962,000 $11,532,000
NOTE: The balance sheet at December 31, 1996 has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-3-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1997 1996
----------- -----------
(Unaudited)
CURRENT LIABILITIES:
Bank line of credit $ - $ 398,000
Accounts payable and accrued
expenses 1,375,000 2,047,000
Deferred franchise fees - 63,000
Income taxes payable 137,000 -
----------- -----------
Total current liabilities 1,512,000 2,508,000
NOTE PAYABLE TO SHAREHOLDER - 631,000
NOTE PAYABLE 3,937,000 -
OTHER LONG-TERM LIABILITIES - 20,000
DEFERRED INCOME 143,000 91,000
DEFERRED INCOME TAX LIABILITY 743,000 743,000
PREFERRED STOCK OF SUBSIDIARY 5,000,000 5,000,000
MINORITY INTEREST 2,109,000 802,000
STOCKHOLDERS' EQUITY:
Convertible, preferred stock,
Series A, no par value: authorized
-5,000,000 shares; issued and
outstanding-512,799 shares as of
12/31/96; 0 as of 9/30/97 - 5,000
Common stock, no par value:
authorized-15,000,000 shares,
issued and outstanding-
5,319,008 shares 3,876,000 3,871,000
Accumulated deficit (358,000) (2,139,000)
----------- -----------
Total stockholders' equity 3,518,000 1,737,000
$16,962,000 $11,532,000
NOTE: The balance sheet at December 31, 1996 has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
For the Three Months
Ended September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
REVENUES:
Net merchandise sales $825,000 $1,330,000
Interest income 45,000 28,000
Royalties 6,000 -
Other 1,000 -
----------- -----------
Total revenues 877,000 1,358,000
EXPENSES:
Cost of sales 652,000 802,000
Selling, general and administrative 324,000 839,000
SportPark development costs - 6,000
----------- -----------
Total expenses 976,000 1,647,000
LOSS BEFORE PROVISION FOR INCOME TAXES (99,000) (289,000)
PROVISION (BENEFIT) FOR INCOME TAXES - -
----------- -----------
LOSS BEFORE MINORITY INTEREST (99,000) (289,000)
MINORITY INTEREST 41,000 51,000
INCOME (LOSS) BEFORE LOSS FROM
DISCONTINUED OPERATIONS (58,000) (238,000)
DISCONTINUED OPERATIONS
Income (loss) from operations of
discontinued franchise and
wholesale operations - 169,000
Additional gain on disposal of
franchise and wholesale operations - -
----------- -----------
NET INCOME (LOSS) $ (58,000) $ (69,000)
NET INCOME (LOSS) PER SHARE:
Income (loss) from operations $ (.01) $ (.01)
Income (loss) from discontinued
operations - -
----------- -----------
NET INCOME (LOSS) PER SHARE $ (.01) $ (.01)
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
For the Nine Months
Ended September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
REVENUES:
Net merchandise sales $ 3,103,000 $ 7,741,000
Interest income 212,000 34,000
Royalties 18,000 -
Other 62,000 127,000
----------- -----------
Total revenues 3,395,000 7,902,000
EXPENSES:
Cost of sales 2,204,000 5,853,000
Selling, general and administrative 1,492,000 2,501,000
SportPark development costs 156,000 207,000
----------- -----------
Total expenses 3,852,000 8,561,000
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (457,000) (659,000)
PROVISION (BENEFIT) FOR INCOME TAXES - -
----------- -----------
INCOME (LOSS) BEFORE MINORITY INTEREST (457,000) (659,000)
MINORITY INTEREST (557,000) 187,000
LOSS BEFORE INCOME (LOSS) FROM
DISCONTINUED OPERATIONS (1,014,000) (472,000)
DISCONTINUED OPERATIONS
Income (loss) from operations of
discontinued franchise and
wholesale operations (159,000) 137,000
Gain on disposal of franchised
wholesale operations (less
applicable income taxes of
$575,000) 2,954,000 -
----------- -----------
NET INCOME (LOSS) $ 1,781,000 $ (335,000)
NET INCOME (LOSS) PER SHARE:
Income (loss) from operations $ (.23) $ (.06)
Income (loss) from discontinued
operations .53 -
----------- -----------
NET INCOME (LOSS) PER SHARE $ .30 $ (.06)
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-6-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
For the Nine Months
Ended September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,781,000 $ (335,000)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Minority interest (557,000) (187,000)
Depreciation and amortization 24,000 81,000
Gain on sale of franchise and
wholesale operations (3,529,000) -
Changes in assets and liabilities:
(Increase)in accounts receivable 18,000 (63,000)
Increase in lease termination receivables - (123,000)
Decrease in inventory 2,375,000 (430,000)
Decrease in prepaid expenses and other 81,000 623,000
(Increase)decrease in other assets 150,000 95,000
Increase in preopening cost (386,000) -
Increase(decrease) in accounts payable (1,378,000) (323,000)
Increase (decrease) in deferred
franchise fees (63,000) 62,000
Increase in income tax payable 137,000 -
Increase (decrease) in deferred income 52,000 (19,000)
----------- -----------
Net cash used by operating activities (1,295,000) (619,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Project development costs (11,554,000) (1,093,000)
Purchases of equipment (136,000) -
Refund development costs - 85,000
Proceeds from sale of operations 4,550,000 -
----------- -----------
Net cash flows provided by (used in)
investing activities (7,140,000) (1,008,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 3,937,000 -
Proceeds from minority interest in
Callaway Golf Center 750,000 -
Borrowing from line of credit - 468,000
Proceeds from long term debt - 45,000
Proceeds from sale of preferred stock - 4,000,000
Preferred stock issuance costs - (162,000)
Payments on bank line of credit, net (398,000) -
Payments on note to shareholder (631,000) (12,000)
Payments on long-term debt (20,000) (1,000)
----------- -----------
Net cash used by financing activities 3,638,000 4,338,000
(Continued)
-7-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Continued)
For the Nine Months
Ended September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (4,797,000) 2,711,000
CASH AND CASH EQUIVALENTS-Beginning of period 6,457,000 1,043,000
CASH AND CASH EQUIVALENTS-End of period $6,491,000 $3,754,000
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-8-<PAGE>
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1. CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements include the accounts of Las
Vegas
Discount Golf & Tennis, Inc. (LVDGT), and its subsidiaries, Saint Andrews Golf
Corporation (SAGC), LVDGT Development Corporation and LVDGT Rainbow, Inc.
(Rainbow) (collectively the "Company"). All significant intercompany
transactions have been eliminated.
The accompanying financial statements have been prepared by the Company without
audit pursuant to the rules and regulations of the SEC. In the opinion of
management, all adjustments necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1997 and for all periods
presented have been made.
On February 26, 1997, the Company completed the sale of certain of its assets
and
transferred certain liabilities to an unrelated buyer who has incorporated under
the name Las Vegas Golf & Tennis, Inc. The total purchase consideration
received
was $5.3 million of which $4.6 million was paid in cash, $264,000 was received
in the form of a short-term unsecured receivable, $200,000 was placed in escrow
pending the accounting for inventory and trade payables, and $200,000 was placed
in escrow for two years to cover potential indemnification obligations. Of the
total consideration received approximately $2,612,000 was allocated to the
Company and $2,688,000 was allocated to SAGC.
The Company's operations after the sale consist solely of the SportPark
operations currently under development on the Las Vegas strip and the retail
location on Rainbow Boulevard in Las Vegas, Nevada. The sale of all assets,
liabilities and operations related to the franchise and wholesale business have
been presented as "Discontinued Operations" in the accompanying balance sheets
and statements of operations as of and for the three and nine months ending
September 30, 1997 and 1996.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's December 31, 1996 audited financial
statements. The results of operations for the periods ended September 30, 1997
and 1996 are not necessarily indicative of the operating results for the full
year.
NOTE 2. EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share,"
effective for fiscal years ending after December 15, 1997. The Company will
adopt SFAS 128 for the year ending December 31, 1997. SFAS 128 requires the
computation and presentation of basic and diluted earnings per share for all
periods an income statement is presented. For the three and nine months ended
September 30, 1997 and 1996 the proforma calculations were as follows:
-9-
<PAGE>
Three Months September 30, September 30,
1997 1996
Basic Diluted Basic Diluted
-------------- --------------
Income(loss) from operations $(.06) $(.06) $(.02) $(.02)
Income(loss) from discontinued operations - - .01 .01
----- ----- ----- -----
Net income(loss) per share $(.06) $(.06) $(.01) $(.01)
Nine Months September 30, September 30,
1997 1996
Basic Diluted Basic Diluted
-------------- --------------
Income(loss) from operations $(.23) $(.23) $(.06) $(.06)
Income(loss) from discontinued operations .53 .53 - -
---- ---- ----- -----
Net income(loss) per share $.30 $ .36 $(.06) $(.06)
Options to purchase 442,000 shares of common stock were outstanding at September
30, 1997 and 1996, at exercise prices of $0.80 to $1.625 at September 30, 1997
and 1996.
NOTE 3. NOTE PAYABLE AND AGREEMENT WITH CALLAWAY
On June 13, 1997, SAGC and Callaway Golf Company ("Callaway") announced the
formation of the All American Golf, LLC, a limited liability California
corporation, to construct, manage and operate "Callaway Golf Center", a premier
golf facility at the site of the All-American Sportpark. The total budgeted
costs for the Callaway Golf Center are approximately $9.0 million.
Callaway will provide $5,250,000 in debt financing which bears interest at 10
percent with interest only payments commencing 60 days after the opening of the
golf center through a date ten years after the opening at which point the
remaining accrued interest and principal will be due in full. As of September
30, 1997, $3,937,500 had been drawn under this agreement. On November 12, 1997
Callaway remitted the remaining $1,312,500 pursuant to the Agreement. SAGC owns
80 percent of the members' units of the LLC. While Callaway purchased the
remaining 20 percent for $750,000, Callaway's members' units are included in
minority interest. SAGC will manage the driving range, golf course and tenant
facilities in the clubhouse.
NOTE 4. STATEMENT OF CASH FLOWS
For the purposes of the statement of cash flows, the Company considers all
highly
liquid debt investments purchased with a maturity of three months or less to be
cash equivalents.
The Company made cash payments for interest of $30,000 and $33,000 for the nine
months ended September 30, 1997 and 1996, respectively and payments for income
taxes for the quarter and nine months ended September 30, 1997 totaled $138,000
and $430,000, respectively.
NOTE 5. RELATED PARTY TRANSACTIONS
Las Vegas Retail, a related party, purchases inventory at cost from the
Company. Such purchases amounted to $115,000 and $1,096,000 for the nine
months ended September 30, 1997 and 1996, respectively.
-10-
<PAGE>
NOTE 6. COMMITMENTS AND CONTINGENCIES
In December 1994, Saint Andrews entered into an agreement with Major League
Baseball ("MLB") concerning a license for the use of MLB logos, marks and
mascots
in the decor, advertising and promotions of the Company's Slugger Stadium
concept. This agreement was amended during August 1997. Pursuant to the
amended
agreement, Saint Andrews holds the exclusive right to identify its indoor and
outdoor baseball batting stadiums as Major League Baseball Slugger Stadiums.
The license covers the United States and expires on November 30, 2000,
subject to the right to extend for three additional years provided certain
conditions are met. As consideration for the license, Saint Andrews agreed
to pay $50,000 for each Stadium opened provided that in any year of the term
of the agreement a stadium is not opened, Saint Andrews must pay $50,000
during such year. St. Andrews has made the payments required for 1995 and
1996. In addition to and as an offset against the minimum payments set out
above, St. Andrews is required to pay to MLB a royalty based on the revenue
from the batting cages of the greater of (i) six and one-quarter percent
(6-1/4%) or (ii) the royalty rate payable by St. Andrews to any other
individual or entity for the right to open or operate any attraction
or event in the Sports Entertainment Complex.
Saint Andrews's right to exclusively use MLB logos and other marks at its
baseball batting stadiums is dependent upon certain conditions set forth in the
agreement.
In May 1996, Saint Andrews entered into an agreement with Jeff Gordon, the 1995
NASCAR Winston Cup Champion and the 1997 Daytona 500 Champion, to serve as
spokesperson of the NASCAR SpeedPark through April 30, 2000. Mr. Gordon will be
paid $25,000 for his services during 1996, $25,000 per SpeedPark per year
thereafter ($325,000 guaranteed over the life of the agreement).
Saint Andrews has an exclusive license agreement with The National Association
of Stock Car Auto Racing, Inc. ("NASCAR") for the operations of SpeedParks as a
part of the All-American SportPark or as a stand-alone NASCAR SpeedPark.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS.
SALE OF FRANCHISE OPERATIONS
On December 16, 1996, the Company and Saint Andrews entered into an agreement to
sell three retail stores and its franchise and wholesale operations including
all rights under existing franchise agreements, all trade names and trademarks;
specific depreciable assets and a modified convenant not to compete. The sale
was consummated on February 26, 1997 with the Company and Saint Andrews
receiving proceeds of $4.6 million.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997, COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996
During the three months ended September 30, 1997, the Company had net
merchandise
sales of $825,000 as compared to $1,330,000 for the same period in 1996. Cost
of sales as a percentage of merchandise sales increased from 61% in 1996 to 79%
in 1997 as a result of a shift in product mix to items with lower average profit
margins. Selling, general and administrative expenses decreased by $515,000
(61%) in 1997 as compared to 1996. Decreases in revenues, expenses and selling,
general and administrative expenses are primarily attributed to the February 26,
1997 sale of three retail stores in California.
-11-
<PAGE>
The Rainbow store (not part of the February 26, 1997 sale) had an increase in
retail sales of $266,000 (38%) to $972,000 with cost of sales increasing
$150,000
(29%) to $662,000 for the three months ended September 30, 1997. Cost of sales
as a percentage of retail sales decreased from 72% in 1996 to 68% in 1997.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPEMBER 30,
1996
During the nine months ended September 30, 1997 the Company had net merchandise
sales of $3,103,000 as compared to $7,741,000 for the same period in 1996. Cost
of sales as a percentage of merchandise sales decreased from 76% in 1996 to 71%
in 1997. Decreases in revenues and associated cost of goods sold are primarily
attributed to the February 26, 1997 sale of three retail stores in California
leaving only the Las Vegas retail store for the period March to June, 1997.
The Rainbow store had an increase in retail sales of $503,000 (25%) to
$2,542,000 in 1997 with cost of sales increasing $332,000 (21%) to
$1,747,000 for the nine months ended September 30, 1997. Cost of sales as a
percentage of retail remained constant at 69% for both periods. Selling,
general and administrative
expenses decreased $1,009,000 as a result of the elimination of the three retail
stores in Los Angeles in addition to other reductions.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had working capital of approximately
$1,467,000 compared to $5,912,000 at December 31, 1996.
Cash decreased from $6,457,000 at December 31, 1996, to $1,660,000 at September
30, 1997, primarily due to development costs of $11,554,000, payments of
shareholder notes and the bank line of credit totaling $1,029,000 and the
reduction of accounts and accrued expenses of $672,000. These reductions were
offset by proceeds from the sale of franchise and wholesale operations for
$4,550,000, and $4,687,000 in debt and minority interest proceeds from Callaway
for the golf facility.
The Company incurred $11,554,000 of project development costs during the nine
months ended September 30, 1997 related to the continued development of its
first
SportPark in Las Vegas, Nevada.
The Company's sources of working capital include its current cash balance, cash
flows from operating activities and a $500,000 bank line of credit.
SAGC and Callaway Golf Company ("Callaway") announced the formation of the
All-American Golf, LLC, a limited liability California corporation, to
construct,
manage and operate "Callaway Golf Center", a premier golf facility at the site
of the All-American Sportpark. The total budgeted costs for the Callaway Golf
Center are approximately $9.0 million.
Callaway will provide $5,250,000 in debt financing which bears interest at 10%
with interest only payments commencing 60 days after the opening of the golf
center through a date ten years after the opening at which point the remaining
accrued interest and principal will be due in full. As of September 30, 1997,
$3,937,500 had been drawn under this agreement. On November 12, 1997 Callaway
remitted the remaining $1,312,500 pursuant to the agreement. SAGC owns 80% of
the members' units of the new company while Callaway has contributed $750,000
for
the remaining 20% of the members' units of the LLC. On October 1, 1997 the Golf
Center commenced operations. The Company will manage the driving range, golf
course and tenant facilities in the clubhouse.
-12-
<PAGE>
The Company currently has not secured financing for the construction of the
sports entertainment complex portion of its Las Vegas facility. The Company has
been holding discussions with a number of potential corporate sponsors who have
expressed an interest in participating in the SportPark, and management expects
that corporate sponsors will contribute a portion of the financing needed. As
of September 30, 1997 a nonrefundable fee of $70,000 was received from CTS who
will operate the amusement portion of the Sportpark. This amount has been
deferred and will be amortized over the life of the agreement. Additionally, in
November SAGC received the remaining $30,000 from CTS pursuant to the agreement
as well as Sports Service which will operate the food concessions for the Golf
Center and $100,000 from Sportpark. The Company expects to receive the balance
of the financing from a combination of sources including outside equity and/or
debt investors, bank financing and the Company's own cash. There is no
assurance
that financing will be obtained from any of these sources.
FACTORS AFFECTING FORWARD-LOOKING INFORMATION
This Report contains forward-looking statements within the meaning of Section
21E
of the Securities Exchange Act of 1934, as amended. Among others, such forward-
looking statements include statements with respect to (I) the availability to
the
Company of additional equity and/or debt proceeds on terms acceptable to the
Company and at the times necessary to satisfy capital expenditure, debt
repayment
and other requirements, (ii) the availability of operating cash flow in amounts
and at the times anticipated by management, (iii) the adequacy of budgeted
amounts for capital expenditure projects and the adequacy of the Company's
liquidity and capital resources generally, and (iv) the anticipated time of
completion of capital projects.
These forward-looking statements involve important risks and uncertainties, many
of which will be beyond the control of the Company, and which could
significantly
affect anticipated future results, both short-term and long-term. As a result,
actual results may differ, in some cases materially, from those anticipated or
contemplated by forward-looking statements in this Report. In addition to the
cautionary statements included in this section and elsewhere throughout this
Report, attention is directed to the cautionary statements included in the
Company's other publicly available reports filed with the Securities and
Exchange
Commission under the Securities Exchange Act of 1934, including without
limitation the cautionary statements set forth or referenced in the Company's
Form 10-KSB for the year ended December 31, 1996, under the caption "Part II,
Item 6., Management's Discussion and Analysis or Plan of Operations - Safe
Harbor
Provision."
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities.
During the quarter ended September 30, 1997, the Company issued
securities in a transaction which was not registered under the Securities Act of
1933, as amended (the "Act"), as follows:
In September 1997, the Company issued 512,799 shares of its Common
Stock
to Ronald S. Boreta, a Director of the Company and President of the Company's
Saint Andrews subsidiary, in exchange for 512,799 shares of the Company's Series
A Convertible Preferred Stock held by him.
-13-
With respect to this issuance, the Company relied on Section 4(2) of the
Act. Mr. Boreta is a sophisticated investor and represented that he was
purchasing the shares for investment only and not for the purpose of resale or
distribution. The appropriate restrictive legend was placed on the certificate
and stop transfer instructions were issued to the transfer agent.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
Date: November 15, 1997 By:/s/ Voss Boreta
Voss Boreta, President and Chief
Financial Officer
-14-
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- -------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited
condensed consolidated balance sheets and unaudited condensed consolidated
statements of income found on pages 3, 4 and 5 of the Company's Form 10-QSB for
the year to date, and is qualified in its entirety by reference to such
financial
statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 1,660,000
<SECURITIES> 0
<RECEIVABLES> 339,000
<ALLOWANCES> 0
<INVENTORY> 563,000
<CURRENT-ASSETS> 2,979,000
<PP&E> 326,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,962,000
<CURRENT-LIABILITIES> 1,512,000
<BONDS> 0
<COMMON> 3,871,000
0
5,000
<OTHER-SE> (358,000)
<TOTAL-LIABILITY-AND-EQUITY> 16,962,000
<SALES> 3,103,000
<TOTAL-REVENUES> 3,395,000
<CGS> 2,204,000
<TOTAL-COSTS> 3,852,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (457,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,014,000)
<DISCONTINUED> 2,795,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,781,000
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
</TABLE>
