<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended: December 31, 1995
OR
[ ] 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 No. 0-17436
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
COLORADO 84-1034868
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
5325 SOUTH VALLEY VIEW BOULEVARD, SUITE 10
LAS VEGAS, NEVADA 89118
(Address of Principal Executive Offices, Including Zip Code)
Issuer's Telephone Number, Including Area Code: (702) 798-7777
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State Issuer's revenues for its most recent fiscal year: $13,560,000.
As of March 29, 1996, 5,319,008 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $1,820,000.
Transitional Small Business Disclosure Format (check one): Yes __ No X
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
The financial statements are set forth on pages F-1 through F-19 hereto.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Las Vegas Discount Golf & Tennis, Inc.:
We have audited the accompanying consolidated balance sheets of LAS VEGAS
DISCOUNT GOLF & TENNIS, INC. (a Colorado corporation) and subsidiaries as of
December 31, 1995 (As Restated - See Note 1(d)) and 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Las Vegas
Discount Golf & Tennis, Inc. and subsidiaries as of December 31, 1995 (As
Restated - See Note 1(d)) and 1994 and the results of their operations and
their cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
March 5, 1996
F-1
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LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS-DECEMBER 31, 1995 AND 1994
ASSETS
1995 1994
(As Restated-
See Note 1(d))
CURRENT ASSETS:
Cash and cash equivalents $ 1,043,000 $ 3,586,000
Accounts receivable, less allowance for
doubtful accounts of $98,000 and $217,000 422,000 569,000
Lease termination receivable 3,000,000 -
Notes receivable 52,000 2,000
Inventories 2,588,000 1,256,000
Due from officer - 15,000
Due from Affiliated Store 263,000 40,000
Prepaid expenses and other 16,000 44,000
Other receivables 365,000 -
Total current assets 7,749,000 5,512,000
PROPERTY AND EQUIPMENT, net 475,000 421,300
PROJECT DEVELOPMENT COSTS 1,047,000 553,700
OTHER ASSETS 140,000 297,000
$ 9,411,000 $ 6,784,000
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS-DECEMBER 31, 1995 AND 1994
LIABILITIES AND SHAREHOLDERS' EQUITY
1995 1994
(As Restated-
See Note 1(d))
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 2,901,000 $ 1,060,000
Deferred franchise fees 120,000 120,000
Due to Affiliated Store 971,000 -
Total current liabilities 3,992,000 1,180,000
NOTE PAYABLE TO SHAREHOLDER 663,000 618,000
DEFERRED INCOME TAX LIABILITY 743,000 743,000
DEFERRED REVENUE 117,000 -
MINORITY INTEREST 1,214,000 1,319,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Convertible, preferred stock, Series A,
no par value; authorized-5,000,000 shares
issued and outstanding-512,799 shares 5,000 5,000
Common stock, no par value; authorized-
15,000,000 shares; issued and outstanding-
5,319,008 shares 3,871,000 3,871,000
Accumulated deficit (1,194,000) (952,000)
Total shareholders' equity 2,761,000 2,924,000
$ 9,411,000 $ 6,784,000
The accompanying notes are an integral part of these financial statements.
F-3
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LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
(As Restated-
See Note 1(d))
REVENUES:
Wholesale $ 3,700,000 $ 2,759,000
Retail 7,356,000 4,634,000
Franchise fees 245,000 303,000
Royalties 1,209,000 1,271,000
Other 112,000 243,000
Total revenues 12,622,000 9,210,000
EXPENSES:
Wholesale 3,217,000 2,510,000
Retail 5,530,000 3,392,000
Selling, general and administrative 4,068,000 2,873,000
Provision for doubtful accounts 76,000 193,000
Golf centers and driving range development costs 108,000 -
Total expenses 12,999,000 8,968,000
INCOME (LOSS) FROM OPERATION (377,000) 242,000
INTEREST INCOME AND EXPENSE
Income 87,000 26,000
Expense (57,000) (115,000)
30,000 (89,000)
INCOME (LOSS) BEFORE INCOME TAXES (347,000) 153,000
Income tax provision - 149,000
INCOME (LOSS) BEFORE MINORITY INTEREST (347,000) 4,000
MINORITY INTEREST 105,000 -
NET INCOME (LOSS) $ (242,000) $ 4,000
NET INCOME (LOSS) PER COMMON SHARE: $ (.05) $ -
The accompanying notes are an integral part of these financial statements.
F-4
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LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Preferred Stock Common Stock Accumulated Total
Shares Amount Shares Amount Deficit Equity
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1993 512,799 $5,000 5,319,008 $2,249,000 $ (956,000) $1,298,000
Net income for the year
ended December 31, 1994 - - - - 4,000 4,000
Increase in equity due
to sale of stock by SAGC,
net of deferred tax
liability of $743,000 - - - 1,622,000 - 1,622,000
Balance,
December 31, 1994 512,799 5,000 5,319,008 3,871,000 (952,000) 2,924,000
Net loss for the year
ended December 31, 1995
(As Restated-See Note
1(d)) - - - - (242,000) (242,000)
Balance,
December 31, 1995
(As Restated-See Note
1(d)) 512,799 $ 5,000 5,319,008 $3,871,000 $(1,194,000) $2,682,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
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LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
(As Restated-
See Note 1(d))
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (242,000) $ 4,000
Adjustment to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Minority interest (105,000) -
Depreciation and amortization 79,000 87,000
Changes in assets and liabilities:
Decrease in accounts receivable 147,000 144,000
(Increase) decrease in notes receivable (50,000) 45,000
(Increase) decrease in inventories (1,332,000) 555,000
Decrease in due from officer 15,000 -
(Increase) decrease in prepaid expenses
and other 28,000 59,000
Increase in other receivables (143,000) -
Decrease in income tax benefit - 141,000
Increase in accounts payable and accrued expenses 1,841,000 135,000
Decrease in deferred franchise fees - (10,000)
Increase in deferred income 117,000 -
(Increase) decrease in receivable/payable
with the Affiliated Store 748,000 (120,000)
Net cash provided by operating activities 1,103,000 1,040,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (133,000) (15,000)
Lease termination receivable (3,000,000) -
Increase in other assets (65,000) (230,000)
Project development costs (493,000) (514,000)
Net cash used in investing activities (3,691,000) (759,000)
The accompanying notes are an integral part of these financial statements.
F-6
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LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
(As Restated-
See Note 1(d))
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on note payable (215,000) (1,011,000)
Proceeds from note payable to shareholder 260,000 387,000
Proceeds from issuance of common stock - 3,496,000
Proceeds from issuance of stock warrants - 188,000
Net cash provided by financing activities 45,000 3,060,000
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (2,543,000) 3,341,000
CASH AND CASH EQUIVALENTS, Beginning of year 3,586,000 245,000
CASH AND CASH EQUIVALENTS, End of year $ 1,043,000 $ 3,586,000
SUPPLEMENTAL CASH FLOW INFORMATION:
1995 1994
Cash paid for:
Interest $ 48,000 $ 79,000
Income taxes $ - $ 8,000
NON-CASH DISCLOSURES:
During 1995, SAGC reclassified deposits totaling $221,500 from other long-term
assets to current assets - other receivables. SAGC subsequently collected the
deposit in 1996.
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION
a. PRINCIPALS OF CONSOLIDATION
The consolidated financial statements of Las Vegas Discount Golf &
Tennis, Inc. (LVDGT), a Colorado corporation, include the accounts of LVDGT
and its subsidiaries, Saint Andrews Golf Corporation (SAGC), LVDGT Development
Corporation (Development) and LVDGT Rainbow, Inc. (Rainbow). LVDGT and its
subsidiaries are collectively referred to as "the Company". All significant
intercompany accounts and transactions have been eliminated.
b. COMPANY BACKGROUND
In 1974, the Company's chairman and principal shareholder opened a
retail store in Las Vegas, Nevada under the name Las Vegas Discount Golf &
Tennis. This store is still owned and operated by the Company's chairman and
principal shareholder and is referred to herein as "the Affiliated Store". In
March 1984, the Company's chairman and principal shareholder formed a
corporation named Sporting Life, Inc. (SLI) and SLI began to franchise the Las
Vegas Discount Golf & Tennis retail store concept. On December 27, 1988, SLI
was renamed St. Andrews Golf Corporation and on August 12, 1994, the name was
further changed to SAGC.
LVDGT was incorporated in March 1986, under the name La Jolla Capital
Corporation for the purpose of creating a corporate vehicle to seek and
acquire a business opportunity and changed its name to Laguna Capital
Corporation (LCC) in May 1986. In February 1988, LCC acquired all of the
outstanding stock of SAGC and in December 1988, LCC changed its name to LVDGT.
Today, LVDGT sells golf and tennis related merchandise to franchisees and owns
and operates Development and Rainbow.
Until December 13, 1994, SAGC was wholly-owned by LVDGT. On December
13, 1994, SAGC completed an initial public offering of 1,000,000 (representing
one-third of the post offering shares outstanding) Units at a price of $4.50
per Unit, each Unit consisting of one share of common stock and one Class A
Warrant. The net proceeds of this offering have been proportionately
allocated to LVDGT and to the minority interest shareholders. Future
operating results of SAGC will be proportionately allocated to LVDGT and the
minority interest shareholders. No minority interest in net income of
subsidiary has been reflected in the statement of operations for the year
ended December 31, 1994 as the amount is not significant. Since 1984, SAGC
has been engaged in selling LVDGT franchise retail stores and in 1994 began
construction of a sports oriented theme park under the name "All American
SportPark" in Las Vegas, Nevada (see Note 6).
Development, a wholly-owned subsidiary, was formed in 1993 for the
purpose of operating a Las Vegas Discount Golf & Tennis retail store in Los
Angeles, California. With the addition of retail stores in Encino, California
and Westwood, California during 1995, Development now operates three retail
stores, all in California. Rainbow, a wholly-owned subsidiary, was formed in
1990 for the purpose of operating a Las Vegas Discount Golf & Tennis retail
store in Las Vegas, Nevada.
F-8
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c. ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
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 period. Actual results could differ from those estimates.
SAGC has recorded a $3,000,000 lease termination receivable which is
the subject of litigation (see Note 6). While SAGC believes that it will be
successful in the collection of such amounts, the ultimate resolution of the
litigation could result in the collection of an amount which is less than that
reflected in the consolidated financial statements.
In addition, SAGC has capitalized certain project development costs
related to its All-American SportPark concept. No definitive sites have been
secured or contracts entered into for such developments. Although management
believes that it will be successful in its efforts to develop such projects,
there can be no assurance that SAGC will commence such operations, or if such
operations are commenced that they will be profitable.
d. RESTATEMENT OF FINANCIAL STATEMENTS
The accompanying financial statements have been restated to reflect a
change in the accounting for the $125,000 non-refundable advance royalty
payment received from MBNA in 1995 (see Note 2(b)). The Company originally
recognized the full amount into income in 1995. The Company has changed its
accounting for this to amortize the $125,000 to income over the five year
contract period.
Increase (decrease) in: 1995
Total Assets $ -
Total Stockholders' Equity $ (79,000)
(Increase) decrease in:
Net Loss $ (79,000)
Loss Per Share $ (.01)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. FRANCHISE FEE REVENUE AND COMMISSION EXPENSE
Franchise fees received and commissions paid are initially deferred,
and are recognized in the statements of operations when all material services
or conditions related to the sale of a franchise have been performed by the
Company, typically when the franchise store opens.
b. ACCOUNTS RECEIVABLE AND DEFERRED INCOME
Accounts receivable consists of amounts due from franchisees for
royalties, and the sale of merchandise, computer equipment and supplies.
Additionally, during 1995, SAGC entered into an agreement with MBNA America
Bank, N.A. ("MBNA") which allows MBNA to use SAGC's trademark on its credit
cards. The agreement provides for a $125,000 Advance Royalty payment which
has been deferred and is being amortized into income over the 5 year period of
the agreement. As of December 31, 1995, $100,000 of the balance was included
in accounts receivable.
F-9
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The Company will receive royalties from the generation of credit
card accounts.
c. INVENTORIES
Inventories, primarily sporting goods merchandise, display units,
computer equipment and supplies held for sale to franchisees, are stated at
the lower of cost (first-in, first-out method) or market. Inventories of the
four Company-owned retail stores are stated at the lower of cost (average cost
method) or market.
Approximately 50% of all inventory and approximately 75% of the
Company's merchandise is imported from overseas suppliers, primarily in the
Far East. As a result, the Company's business could be affected by economic
or political events affecting imports or by a major reduction in the value of
the dollar in relation to the currency of the countries from which the goods
are imported. In addition, overseas suppliers generally require a letter of
credit to be posted for the entire purchase price.
d. PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and
amortization is provided for on a straight-line basis over the lesser of the
lease term or the following estimated useful lives of the assets:
Furniture and equipment 5-10 years
Leasehold improvements 15-31.5 years
Normal repairs and maintenance are charged to expense when incurred.
Expenditures which materially extend the useful life of assets are
capitalized.
e. SALES TO FRANCHISEES
All wholesale and computer equipment sales and related cost of goods
sold relate to sales to franchisees. In early 1995, SAGC outsourced the
future sales and ongoing maintenance of all franchisee computer equipment to
an unrelated third party.
f. ROYALTIES
The Company receives a three percent royalty on gross franchise sales.
Royalty revenue is recognized when earned.
g. INCOME (LOSS) PER COMMON SHARE
Income (loss) per common share and common share equivalents are
computed using the weighted average number of common shares and common share
equivalents outstanding which totaled 5,319,008 for the years ended December
31, 1995 and 1994.
h. INCOME TAXES
In May 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Tax-
es". The Company adopted SFAS No. 109 during the year ended December 31,1993.
Previously, the Company accounted for income taxes under Opinion No. 11 of the
Accounting Principles Board. Adoption of the new standard did not have a sig-
nificant effect on the Company's financial position or results of operations.
F-10
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i. CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt investments with a
original maturity of three months or less to be cash equivalents.
j. GOLF CENTERS AND DRIVING RANGE DEVELOPMENT COSTS
During 1995, SAGC incurred and expensed $108,200 in costs for the
development of its golf centers concept and driving ranges. These costs
included certain direct and indirect costs associated with the concepts
including salaries and other administrative expenses.
k. ISSUANCE OF SUBSIDIARY STOCK
The Company recorded the excess of the fair value over the carrying
amount of its investment in SAGC due to the initial public offering of SAGC as
an equity transaction. Any future transactions involving the issuance of a
subsidiary's stock will be accounted for in a similar manner.
l. RECLASSIFICATIONS
Certain reclassifications have been made to prior year amounts to
conform them to the current year presentation. Such reclassifications had no
effect on net income (loss).
3. SEGMENT INFORMATION
1995 1994
REVENUES BY SEGMENT:
Wholesale $ 3,700,000 $ 2,759,000
Retail 7,356,000 4,634,000
Franchise 1,454,000 1,574,000
Other 112,000 243,000
Total revenues $12,622,000 $ 9,210,000
INCOME (LOSS) BY SEGMENT:
Wholesale $ (94,000) $ (368,000)
Retail (109,000) 236,000
Franchise (178,000) 131,300
Other 4,000 243,000
Total income (loss)
from operations $ (377,000) $ 242,000
WHOLESALE REVENUES BY
GEOGRAPHICAL AREAS:
United States $ 3,540,000 $ 2,632,000
Sweden 126,000 99,000
Canada 34,000 28,000
$ 3,700,000 $ 2,759,000
FRANCHISE REVENUES BY
GEOGRAPHICAL AREAS:
United States $ 1,345,000 $ 1,444,000
Canada 109,000 130,000
$ 1,454,000 $ 1,574,000
IDENTIFIABLE ASSETS BY SEGMENT:
Wholesale $ 1,386,000 $ 768,000
Retail 2,948,000 1,398,000
Franchise 4,030,000 4,064,000
$ 8,364,000 $ 6,230,000
F-11
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PROJECT DEVELOPMENT COSTS $ 1,047,000 $ 554,000
TOTAL ASSETS 9,411,000 6,784,000
DEPRECIATION BY SEGMENT:
Wholesale $ 19,000 $ 20,000
Retail 38,000 34,000
Franchise 22,000 33,000
$ 79,000 $ 87,000
DEPRECIATION BY SEGMENT:
Wholesale $ 2,000 $ -
Retail 131,000 15,000
Franchise - -
$ 133,000 $ 15,000
CAPITAL EXPENDITURES BY SEGMENT:
Wholesale
Retail
Franchise
Selling, general and administrative expenses are allocated to the segment
which they relate to. In 1995, the Company incurred selling, general and
administrative expenses related to the SportsPark development which are not
allocable to a particular segment.
4. RELATED PARTY TRANSACTIONS
The Company has extensive transactions and relationships with its chairman
and principal shareholder, the Affiliated Store and SAGC. Because of these
relationships, it is possible that the terms of transactions between these
parties are not the same as those which would result from transactions among
unrelated parties. As of December 31, 1995 and 1994, the Company had a
$263,000 and $40,000 receivable from the Affiliated Store. As of December 31,
1995, the Company had outstanding payables to Affiliated Store of $971,000.
With the exception of a related party leasing arrangement discussed in Note 9,
all significant related party transactions are discussed below:
The Affiliated Store operates in Las Vegas, Nevada and is not a franchise
of SAGC. As a result, this store pays no royalties to SAGC but purchases
merchandise for the Affiliated Store at the same cost as SAGC. The Affiliated
Store also may benefit from the SAGC's activities, including any local and
national advertising conducted by the SAGC.
The Company and SAGC share office and warehouse facilities and the Company
provides certain administrative personnel in accounting, purchasing and
warehousing. These occupancy and administrative expenses are allocated
proportionately between the Company and SAGC in ratios management believes are
reasonable. The monthly payments are subject to adjustment in the event LVDGT
enters into new office lease arrangements or if any salary increases or
decreases are effected by LVDGT with respect to the administrative or
accounting personnel.
a. MERCHANDISE SALES
The Company sells sporting goods merchandise to the Affiliated Store.
Sales made to the Affiliated Store are recorded at the Company's cost and
totaled $559,000 and $753,000 in 1995 and 1994, respectively.
F-12
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b. PURCHASES OF MERCHANDISE
Merchandise purchased from the Affiliated Store are recorded at cost
and totaled $757,000 and $1,492,000, respectively, in 1995 and 1994.
c. NOTES PAYABLE
At December 31, 1995 and 1994, the Company had an unsecured, ten
percent note payable totaling $663,000 and $618,000, respectively, with the
Company's chairman and principal shareholder. The principal amount, interest
rate, and payment terms are substantially similar to borrowings which the
Company's chairman and principal shareholder obtained from a bank to fund
these loans to the Company. The notes payable are due on January 31, 1997.
Interest expense of $57,000 and $36,000 related to this note is
included in interest expense in 1995 and 1994.
d. AUGUST 1, 1994 AGREEMENT
On August 1, 1994, LVDGT and SAGC entered into a written agreement
pursuant to which LVDGT agreed to grant SAGC a license to use all of its
trademarks, trade names and other commercial names and symbols. LVDGT also
agreed to purchase, warehouse and make available to SAGC and its franchisees
certain merchandise. In exchange, SAGC subsequently repaid with proceeds from
its initial public offering loans previously obtained by LVDGT and SAGC from
an unaffiliated bank in the amount of $350,000 (see Note 8). This agreement
expires July 31, 1997.
e. OTHER
The Company provides certain general and administrative services to
the Affiliated Store under a license agreement that provides for a monthly fee
of $3,000 to the Company as compensation for these services. The Company
received $36,000 each year in connection with this agreement in 1995 and 1994.
In September 1994, the Company's President and Chairman of the Board,
loaned SAGC $120,000. This note was repaid in full during December 1994, and
no interest was charged or paid.
The Affiliated Store and Rainbow store share advertising costs equally
in the Las Vegas market area. These advertising costs were $112,000 and
$120,000 in 1995 and 1994, respectively.
SAGC made non-interest bearing advances to the President of SAGC,
$15,000 as of December 31, 1994. During 1995, this advance was offset against
amounts owed to the Company's President.
5. NOTES RECEIVABLE
Notes receivable at December 31, 1995 and 1994 represented amounts due
from franchisees or former franchisees.
6. PROPERTY AND EQUIPMENT
Property and equipment included the following as of December 31, 1995 and
1994:
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1995 1994
Furniture and equipment $ 688,000 $ 623,000
Leasehold improvements 448,000 381,000
Less--Accumulated depreciation
and amortization (661,000) (583,000)
$ 475,000 $ 421,000
7. LEASE TERMINATION RECEIVABLE
In May of 1994, the Company entered into a Ground Lease (the "Lease") for
approximately 33 acres of land on Las Vegas Boulevard which it intended to use
for the development of an All-American SportPark. The Lease contained
provisions which allowed the lessor to terminate the lease within the first 6
years of the 15 year lease term in the event that the lessor entered into a
sale of the property as long as the intended use of the property after the
sale was not a golf/sports park as contemplated by the Company.
In June 1995, the lessor notified the Company that it had entered into a
sale agreement for the parcel and that it was exercising its right of
termination. Pursuant to cancellation provisions contained within the Lease
the Company was entitled to reimbursement of unamortized construction costs
which it incurred, based upon criteria contained within the Lease, up to an
aggregate amount of $3.5 million. The purchaser of the parcel assumed the
obligations relating to the termination of the lease.
Upon notification of the Lease termination, the Company ceased
construction activities and submitted substantiation for construction costs
totaling approximately $3.9 million. Utilizing applicable formulas derived
from the Lease the Company believes that, based on the maximum expenditures
available for reimbursement of $3,500,000, $3,279,465 in costs are
reimbursable by the purchaser who assumed the original lessor's obligations
relating to the lease termination. The purchaser has reviewed such support
and has indicated that it believes that only a portion of the construction
costs submitted are reimbursable within the context of the Lease agreement.
No settlement was reached regarding the disputed amount and on February
27, 1996 the Company filed a complaint against the purchaser with the District
Court, Clark County, Nevada, against the purchaser of the parcel seeking an
unspecified amount of compensatory damages, punitive damages, attorney fees
and costs.
Management believes, and legal counsel concurs, that a recovery of
$3,000,000 is probable with regards to this litigation and that the amount
will be collected in 1996. The Company has, accordingly, recorded the lease
termination receivable as a current asset in the accompanying consolidated
balance sheet as of December 31, 1995.
8. PROJECT DEVELOPMENT COSTS
The Company is currently engaged in the ongoing planning and design of the
All-American SportPark concept. While no definitive site has been selected,
the Company has incurred costs of $1,047,000 and $553,700 as of December 31,
1995 and 1994, respectively, which consists primarily of sportspark concept
development, training and procedures manuals for sportspark operations,
computer software, and payments for various exclusive license agreements.
F-14
<PAGE>
9. NOTES PAYABLE
As of December 31, 1995, the Company had a $400,000 bank line of credit;
interest is payable monthly at one and one half (1.5%) percent over the bank's
prime rate which was 9% at year-end and the line of credit is due July 1996.
There was no outstanding balance at December 31, 1995. As of December 31,
1994, the Company had no outstanding notes payable and no line of credit.
Interest expense for the years ended December 31, 1995 and 1994, including
related party interest, totaled approximately $57,000 and $115,000.
The Company and SAGC obtained $1,011,000 in loans from an unaffiliated
bank. The loans were collateralized by inventory and accounts receivable.
The loan proceeds were originally used for the purchase of property and
equipment and working capital. The loans were completely paid off during 1994
in part with the proceeds from SAGC's public offering.
10. LEASES
The Company and SAGC lease office and warehouse facilities from the
Company's Chairman and principal shareholder under a non-cancelable operating
lease agreement which expires on January 31, 2005. The lease provides for
initial monthly lease payments which may be increased based on increases in
the consumer price index. Until August 1994, the Company and SAGC shared rent
equally. Beginning August 1, 1994, the allocation was changed to 67 percent
to the Company and 33 percent to SAGC, based on the new ownership percentages
effected with the public offering. The lease provides for monthly rental
payments of $13,000 which increase based on the consumer price index. Rent
expense under this lease totaled $155,000 and $154,000, in 1995 and 1994,
respectively.
The Company also leases retail space for the Development and Rainbow
stores under non-cancelable operating lease agreements which expire at various
times between 1996 and 2000 and provide for base monthly rental payments
ranging from $5,000 to $8,152. Under the leases the base monthly rental may
increase based on increases in the consumer price index and taxes. Rent
expense under these leases totaled $288,000 and $161,000, in 1995 and 1994,
respectively.
In addition to the leases discussed above, the Company also leases various
equipment and automobiles under non-cancelable operating leases. At December
31, 1995, minimum future rental commitments under non-cancelable operating
leases are as follows:
Year ending
1996 $ 480,000
1997 446,000
1998 349,000
1999 220,000
2000 156,000
Thereafter 635,000
$ 2,286,000
SAGC entered into two retail space leases under non-cancelable operating lease
agreements. SAGC assigned its rights to these leases to franchisees and
remains contingently liable for one lease as of December 31, 1995. Future
minimum rental commitments remaining on this contingent lease are $41,000.
F-15
<PAGE>
11. INCOME TAXES
The provision (benefit) for income taxes consists of the following:
Year Ended December 31,
1995 1994
Current $ - $ -
State Taxes - 8,000
Deferred provisions (benefits) (69,000) 60,000
Increase in deferred tax asset
valuation allowance 69,000 81,000
$ - $149,000
Deferred tax assets (liabilities) are related to the following at December
31, 1995 and 1994:
1995 1994
Provision for bad debt $ 33,000 $ 74,000
Deferred franchise fees 41,000 41,000
Vacation accrual 18,000 11,000
Commissions (5,000) (6,000)
Depreciation (17,000) (24,000)
Book/tax basis difference in SAGC (743,000) (743,000)
Net operating loss carryforward 245,000 150,000
(428,000) (497,000)
Valuation allowance (315,000) (246,000)
Net deferred tax liability $(743,000) $(743,000)
A reconciliation of income tax expense computed by applying the statutory
federal income tax rate to the Company's income from continuing operations
before provision (benefit) for income taxes is as follows:
1995 1994
Dollars % Dollars %
Federal income tax at statutory rate $(118,000) (34) $ 52,000 34
Minority interest in loss 36,000 10 - -
State Taxes - - 8,000 5
Increase in deferred tax
asset valuation allowance 69,000 18 81,000 5
Other 13,000 6 8,000 5
--------- --- -------- --
$ - - $149,000 97
As of December 31, 1995 LVDGT and SAGC have net operating loss
carryforwards of $641,000 and $251,000, respectively, which are available
through 2010.
12. FRANCHISE INFORMATION
Franchise activity is summarized as follows:
F-16
<PAGE>
Number of Franchise
1995 1994
---- ----
Sold during the year, net 8 11
Opened during the year 6 8
Closed during the year (10) (10)
In operation at year-end 50 54
Sold but not in operation at year end 2 3
13. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES
a. Stock Option Plans
In June 1991, the Company's Board of Directors adopted a Stock Option
Plan (the "1991 Plan"), which was subsequently approved by the Company's
shareholders. The 1991 Plan allows the Board to grant stock options from time
to time to employees, officers, directors of the Company and consultants to
the Company. The Board of Directors has the power to determine at the time the
option is granted whether the option will be an Incentive Stock Option or an
option which is not an Incentive Stock Option. However, Incentive Stock
Options will only be granted to persons who are employees or officers of the
Company. Vesting provisions are determined by the Board of Directors at the
time options are granted. The total number of shares of Common Stock subject
to options under the 1991 Plan may not exceed 500,000, subject to adjustment
in the event of certain recapitalizations and reorganizations.
Total options granted under the 1991 Plan during the year ended
December 31, 1995 and 1994 were 11,000 and 491,000, respectively at exercise
prices ranging from $.80 to $1.625. These options have expiration dates which
extend through January 2000. Total options outstanding under the 1991 Plan at
December 31, 1995 and 1994 were 742,000 and 796,000, respectively, of which
737,000 and 796,000 were exercisable.
SAGC's Board of Directors adopted a stock option plan (the "1994
Plan") on August 8, 1994 which authorized the issuance of up to 300,000 shares
of SAGC's common stock. Two hundred and forty thousand options to purchase
shares of SAGC's common stock at an exercise price of $5.00 per share were
granted in 1994. These options are exercisable at anytime on or before August
8, 1999. In addition, 60,000 options with an exercise price of $5.00 were
granted to an employee, which vest in increments of 20,000 each year beginning
on August 8, 1995. The exercise price was equal to or exceeded the fair
market value of the common stock at the date of grant. At December 31, 1995,
there are no additional SAGC shares reserved for future options.
b. Preferred Stock
On June 1, 1992, the shareholders approved an amendment to the
Articles of Incorporation authorizing the issuance of up to 5,000,000 shares
of preferred stock.
On October 21, 1992, the Board of Directors authorized the creation of
Series A convertible preferred stock with no par value. The Board also
authorized the issuance of 512,799 shares of the Series A convertible
preferred stocks to the Company's chairman and principal shareholder in
exchange for services rendered valued at $5,128. The Series A convertible
preferred stock shares are not entitled to any dividend, have a liquidation
preference of $.0l per share or $5,128 and are automatically convertible into
512,799 shares of the
F-17
<PAGE>
Company's common stock once the audited financial statements of the Company
for any fiscal year reports pre-tax income of at least $1,000,000. Each share
of Series A convertible preferred stock entitles the holder to one vote with
full voting rights and powers of a holder of shares of common stock. During
1994 all of theses preferred shares were transferred to the President of SAGC
and a director of the Company.
c. Common Stock and Common Stock Purchase Warrants
On December 13, 1994, SAGC completed a public offering of 1,000,000
Units, each Unit consisting of one share of Common Stock and one Class A
Common Stock Purchase Warrant. As a result 1,000,000 shares of Common Stock
and 1,000,000 Class A Warrants were issued. Net proceeds from the offering
were $3,684,000. Two Class A Warrants entitle the holder to purchase one
share of SAGC common stock for $6.50, $2 above the initial public offering
price. The Class A Warrants have been assigned a value of $.1875 for
financial reporting purposes.
Also, in connection with the public offering SAGC issued to the
Representative of the Underwriters, Representative's Warrants to purchase
100,000 shares (10 percent of the units purchased by the underwriters), with
an exercise price of $5.40 for a four year period beginning on December 13,
1995. These Representative's Warrants contain certain demand and piggyback
registration rights. SAGC also issued to the Representative 100,000 Class A
Warrants which entitle the Underwriter to purchase 50,000 shares of Common
Stock (5 percent of the units purchased by the underwriters), with an exercise
price of $7.80 per share exercisable beginning on December 13, 1995. As of
December 31, 1995, no warrants have been exercised.
14. EMPLOYEES' 401(k) PROFIT SHARING PLAN
The Company offers all its eligible employees participation in the
Employees' 401(k) LVDGT Profit Sharing Plan ("the Plan"). The Plan provides
for purchases of certain investment vehicles by eligible employees through
annual payroll deductions of up to 15% of base compensation. In 1995 and
1994, the Company matched 25% of employees' contributions up to a maximum of 1
1/2% of an employee's base compensation. The Company had expenses related to
the Plan of $27,228 and $9,230 for 1995 and 1994, respectively.
15. COMMITMENTS AND CONTINGENCIES
SAGC has employment agreements with its President, as well as other key
employees which will require the payment of fixed and incentive based
compensation. The Company is involved in certain litigation as both plaintiff
and defendant related to its business activities. Management, based upon
consultation with legal counsel, does not believe that the resolution of these
matters will have a materially adverse effect upon the Company.
SAGC has entered into a letter agreement with Oracle One partners, Inc.
("Oracle") whereby Oracle has been retained to assist SAGC in obtaining
corporate sponsorship for certain areas of the All-American SportPark projects
including a license agreement from Major League Baseball for a Slugger
Stadium. The initial period of the agreement was for the three month period
ending September 30, 1994, and the agreement has been continued on a
month-to-month basis since then. SAGC is paying Oracle $4,000 a month and has
agreed to pay Oracle 15% of the gross of any sponsorship fees for sponsors
obtained through the efforts of Oracle. The Company paid Oracle $60,000 for
its efforts in obtaining the exclusive license agreement with Major League
Baseball described below.
F-18
<PAGE>
In December 1994, SAGC 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. SAGC obtained an exclusive license for indoor and outdoor
baseball batting stadiums in the United States through December 31, 1997, and
in return SAGC will pay a royalty of the gross revenues from the batting cages
with a minimum annual royalty for each stadium. SAGC'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.
F-19
<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 Report to be signed
on its behalf by the undersigned thereunder duly authorized.
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
Dated: April 7, 1997 By: /s/ Vaso Boreta
Vaso Boreta, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Vaso Boreta President, Chairman of the April 7, 1997
Vaso Boreta Board, Secretary, Treasurer
(Principal Financial and
Accounting Officer) and
Director
/s/ Ronald S. Boreta Director April 7, 1997
Ronald S. Boreta
_________________________ Director
Robert S. Rosburg
/s/ William Kilmer Director April 7, 1997
William Kilmer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages F-2 and F-3 of the
Company's Form 10-KSB for the fiscal year ended December 31, 1995, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,043,000
<SECURITIES> 0
<RECEIVABLES> 422,000
<ALLOWANCES> 98,000
<INVENTORY> 2,588,000
<CURRENT-ASSETS> 7,749,000
<PP&E> 475,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,411,000
<CURRENT-LIABILITIES> 3,992,000
<BONDS> 0
0
5,000
<COMMON> 3,871,000
<OTHER-SE> (1,189,000)
<TOTAL-LIABILITY-AND-EQUITY> 2,682,000
<SALES> 11,056,000
<TOTAL-REVENUES> 12,622,000
<CGS> 8,547,000
<TOTAL-COSTS> 12,999,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (57,000)
<INCOME-PRETAX> (347,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (212,000)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
