<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) JUNE 2, 1997
CROWN CASINO CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
TEXAS 0-14939 63-0851141
- --------------------------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
</TABLE>
4040 NORTH MACARTHUR BOULEVARD, SUITE 100, IRVING, TEXAS 75038
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (972) 717-3423
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The following financial statements of Casino Magic Neuquen
S.A. are hereby filed with this Report:
Report of Independent Public Accountants
Consolidated Balance Sheet as of December 31, 1996
Consolidated Statement of Operations for the year
ended December 31, 1996
Consolidated Statement of Shareholders' Equity for
the year ended December 31, 1996
Consolidated Statement of Cash Flows for the year
ended December 31, 1996
Notes to Consolidated Financial Statements
(b) Pro-Forma financial information.
The following pro-forma financial statements of Crown Casino
Corporation are hereby filed with this Report:
Introduction to Pro-Forma Financial Information
Pro-Forma Condensed Consolidated Balance Sheet
(unaudited) as of April 30, 1997
Pro-Forma Condensed Consolidated Statement of
Operations (unaudited) for the year ended April 30,
1997
Notes to Pro-Forma Condensed Consolidated Financial
Statements
(c) Exhibits:
24.1 - Consent of Independent Public Accountants.
2
<PAGE> 3
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 hereunto duly authorized.
By: \s\ Mark D. Slusser
-------------------------
Mark D. Slusser
Chief Financial Officer
Dated: August 14, 1997
-------------------
3
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Casino Magic Neuquen S.A.:
We have audited the accompanying consolidated balance sheet of Casino Magic
Neuquen S.A. (a majority-owned subsidiary of Casino Magic Corp.) and subsidiary
as of December 31, 1996 and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Casino Magic
Neuquen S.A. and subsidiary as of December 31, 1996, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
New Orleans, Louisiana
March 5, 1997 (except with respect to the
matter discussed in Note 8, as to
which the date is June 2, 1997) Arthur Andersen LLP
F-1
<PAGE> 5
CASINO MAGIC NEUQUEN S.A.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 1,894,746
Other receivables 110,941
Inventories 34,112
------------
Total current assets 2,039,799
------------
Property and equipment:
Machinery and equipment 588,212
Furniture, fixtures and equipment 439,331
Transportation equipment 115,377
------------
1,142,920
Less accumulated depreciation (296,904)
------------
846,016
------------
Concession costs, net 9,488,950
Organization and development costs, net 946,235
------------
$ 13,321,000
============
Liabilities and Shareholders' Equity
Accounts payable $ 44,242
Payroll and payroll taxes 264,642
Taxes payable 143,964
Other liabilities 99,805
Payable to Parent 2,502,702
------------
Total current liabilities 3,055,355
------------
Note payable to Parent 8,947,740
Minority interest (1,110)
Shareholders' equity:
Common stock, par value $1.00 per share, 560,000
shares authorized, issued and outstanding 560,000
Additional paid-in-capital 1,000,000
Accumulated deficit (240,985)
------------
Total shareholders' equity 1,319,015
------------
$ 13,321,000
============
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE> 6
Casino Magic Neuquen S.A.
Consolidated Statement of Operations
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Revenues:
Casino $ 14,630,463
Food and beverage 642,796
------------
15,273,259
------------
Costs and expenses:
Casino 8,839,975
Food and beverage 294,278
Selling, general and administrative 2,658,265
Depreciation and amortization 1,771,771
------------
13,564,289
------------
Operating income 1,708,970
Other income (expense):
Interest expense (850,447)
Interest income 108,144
Other (4,172)
------------
(746,475)
------------
Minority interest 1,193
------------
Income before income taxes 963,688
Provision for income taxes 50,000
------------
Net income $ 913,688
============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 7
CASINO MAGIC NEUQUEN S.A.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Total
Additional Shareholders'
Common Paid-in Accumulated Equity
Stock Capital Deficit (Deficit)
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $ 60,000 $ -- $(1,154,673) $(1,094,673)
Issuance of common stock 500,000 1,000,000 -- 1,500,000
Net income -- -- 913,688 913,688
----------- ----------- ----------- -----------
Balance at December 31, 1996 $ 560,000 $ 1,000,000 $ (240,985) $ 1,319,015
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 8
CASINO MAGIC NEUQUEN S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Operating activities:
Net income $ 913,688
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,771,771
Minority interest (305)
Changes in assets and liabilities:
Receivables 22,717
Inventories 769
Accounts payable and accrued liabilities (1,073,761)
Taxes payable 98,225
-----------
Net cash provided by operating activities 1,733,104
-----------
Investing activities:
Purchase of equipment (235,965)
Organization and development costs (1,172,080)
-----------
Net cash used by investing activities (1,408,045)
-----------
Financing activities:
Issuance of common stock 1,500,000
Payables to Parent (2,998,013)
Other payments of debt (96,893)
-----------
Net cash used by financing activities (1,594,906)
-----------
Decrease in cash and cash equivalents (1,269,847)
Cash and cash equivalents at beginning of year 3,164,593
-----------
Cash and cash equivalents at end of year $ 1,894,746
===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 9
CASINO MAGIC NEUQUEN S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. HISTORY AND DESCRIPTION OF BUSINESS
In December 1994 Casino Magic Corp. (the "Parent"), a United States based
casino company, was the successful bidder pursuant to an international call for
bids to manage and operate two casino properties owned by the Province of
Neuquen, Argentina (the "Province"). Pursuant to the bid requirements, the
Parent was then required to form a new corporation to become a party to the
concession contract with the Province. Accordingly, in December 1994 the Parent
formed Casino Magic Neuquen S.A. (the "Company") to manage and operate the
Province's two casinos located in the cities of Neuquen and San Martin de los
Andes (collectively, the "Casinos"). The Casinos are managed pursuant to an
exclusive twelve-year concession contract that provides for certain renewal
options (see Note 3). The Company is a 99.9% majority-owned subsidiary of the
Parent (see Note 8). The Company began operating the Casinos in January 1995.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. The consolidated
financial statements include the accounts of Casino Magic Neuquen S.A. and its
99.9% majority-owned subsidiary, Casino Magic Support Services S.A. ("CMSS").
All significant intercompany accounts and transactions have been eliminated.
References to the Company include its subsidiary.
Cash and Cash Equivalents
The Company considers cash and all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
Casino Revenues
In accordance with industry practice, the Company recognizes as casino revenues
the net win from gaming activities, which is the difference between gaming wins
and losses.
Property and Equipment
Property and equipment are stated at cost. Expenditures for additions, renewals
and improvements are capitalized. Costs of repairs and maintenance are expensed
as incurred. Depreciation of property and equipment is computed using the
straight-line method over five years.
Concession Costs
Costs incurred to enter into the concession contract with the Province have
been capitalized and are being amortized over the twelve-year initial term of
the contract. At December 31, 1996 accumulated amortization amounted to
$1,897,790.
Organization and Development Costs
The Company incurred certain costs in connection with the organization and
development of the Company's business. These costs are being amortized using
the straight-line method over three years. At December 31, 1996 accumulated
amortization amounted to $650,260.
Common Stock
As of December 31, 1996 the Company had 560,000 shares of its common stock
outstanding, of which 60,000 shares were registered. The remaining 500,000
shares are in the process of being registered. Earnings per share was $2.21 for
the year ended December 31, 1996 based upon a weighted average number of shares
outstanding during the period of 414,167.
F-6
<PAGE> 10
Foreign Currency Translation
The Company keeps its accounting records in Argentine pesos, the legal tender
in the Republic of Argentina. The Company's financial statements have been
translated from its functional currency (Argentine pesos) into U.S. dollars in
accordance with Statement of Financial Accounting Standards No. 52 "Foreign
Currency Translation" ("SFAS No. 52") issued by the Financial Accounting
Standards Board. In general, SFAS No. 52 requires that assets and liabilities
be translated based upon the prevailing exchange rate in effect on the balance
sheet date. Revenues, expenses, gains and losses are translated based upon the
average exchange rate during the period. All throughout the year ended December
31, 1996 the prevailing exchange rate between the Argentine pesos and the U.S.
dollar was 1.00 to 1.00.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Recent Accounting Pronouncements
In February 1997 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per
Share" and No. 129 "Disclosure of Information about Capital Structure." Also,
in June 1997 the FASB issued SFAS No. 130 "Reporting Comprehensive Income" and
No. 131 "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 128 simplifies the standards for computing earnings per share ("EPS").
It replaces the presentation of primary EPS with a presentation of basic EPS.
Basic EPS excludes dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
during the period. SFAS No. 129 requires the entity to explain pertinent rights
and privileges of the various securities it has outstanding. SFAS No. 130
establishes standards for reporting comprehensive income and its components in
a full set of general purpose financial statements. SFAS No. 131 requires
public companies to disclose certain operating and financial information by
business segment in their annual and interim financial statements. SFAS Nos.
128 and 129 are effective for periods ending after December 15, 1997. SFAS Nos.
130 and 131 are effective for fiscal years beginning after December 15, 1997.
The Company does not believe SFAS Nos. 128 through 131 will have a material
impact upon its financial statements.
3. CONCESSION CONTRACT
On December 21, 1994 the Company entered into a concession contract (the
"Concession") with the Province which provides the Company with the exclusive
right to operate the Casinos, and any other casino located in the Province
which is within a 50 kilometer radius of either of the Casinos. The Company is
required to operate, manage, maintain and repair the Casinos and related
facilities during the term of the Concession. The Company may provide ancillary
goods and services related to the operation of the Casinos.
The twelve-year initial term may be extended by the Province at its option for
a period of up to ten years, provided the Company requests such extension two
years prior to the end of the initial term. Furthermore, should the Company,
individually or jointly with others, invest $5 million or more in hotel
infrastructure in the Province, the Concession term will automatically be
extended for a minimum of five additional years.
Pursuant to the Concession, the Company is required to pay the Province a
monthly rental equal to the greater of (i) $220,000, which amount will be
reduced $40,000 in the event the Company ceases to use the Neuquen facility in
the operation of the Neuquen casino, or (ii) five percent of the monthly
average net gaming revenue for the immediately preceding calendar year. In
addition, the Company pays the Province a tax of 2% of its net gaming revenue.
The Province has guaranteed the Company that no additional municipal or
provincial taxes will be levied on the Company's operations, and that existing
municipal or provincial taxes will not be increased. The Concession is not
assignable and a transfer of more than 49% of the Company's common stock is not
permitted without the consent of the Province.
F-7
<PAGE> 11
4. TRANSACTIONS WITH PARENT
The Parent provides services to the Company under various agreements. Under the
Technical Assistance Agreement the Parent provides the Company with certain
expertise, technology, information and know-how in the course of operating the
Casinos for a fee equal to 3% of revenue. Under the Trademark and Trade Name
License Agreement, the Parent grants the Company a non-exclusive license to use
the trade name "Casino Magic" and related symbols and logotypes in connection
with the operation of the Casinos for a fee equal to 2% of revenue. The Parent
also leases certain slot machine equipment to the Company for a fee of $44,000
per month. A summary of expenses incurred by the Company pursuant to the above
agreements for the year ended December 31, 1996 is as follows:
<TABLE>
<S> <C>
Technical assistance $ 483,134
Royalties for trade name 322,111
Lease of slot machines 528,000
------------
$ 1,333,245
============
</TABLE>
5. PAYABLES TO PARENT
The Company has certain payables to the Parent. The majority of such monies due
pertain to a loan made by the Parent to the Company to fund the initial cost of
the Concession. Such loan is in the form of a note payable, which is due no
later than December 27, 2006, and bears interest at a rate equal to the prime
rate in the United States as published in the Wall Street Journal. Pursuant to
such loan the Company incurred interest expense of $850,447 during the year
ended December 31, 1996. In addition, the Company has accumulated non-interest
bearing balances due to the Parent as a result of the various agreements with
the Parent and other advances made by the Parent. The total balances due to the
Parent by the Company as of December 31, 1996 were as follows:
<TABLE>
<S> <C>
Payable to Parent $ 2,502,702
Note payable to Parent 8,947,740
------------
$ 11,450,442
============
</TABLE>
6. INCOME TAXES
The provision for income taxes for the year ended December 31, 1996 was as
follows:
<TABLE>
<S> <C>
Current $ 50,000
Deferred --
------------
$ 50,000
============
</TABLE>
The provision for income taxes is different from the amount computed by
applying the statutory federal income tax rate to income before income taxes
for the following reasons:
<TABLE>
<S> <C>
Federal statutory rate 33%
Utilization of loss carryforward (29)
Other 1
------------
5%
============
</TABLE>
In connection with the calculation of the provision for income taxes for the
year ended December 31, 1996, the Company utilized approximately $860,000 of
net operating loss carryforwards to reduce its federal income taxes for 1996.
This deferred tax asset was fully reserved in a valuation allowance at December
31, 1995.
F-8
<PAGE> 12
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets as of December 31, 1996 were as follows:
<TABLE>
<S> <C>
Net operating loss carryforward $ 72,000
Valuation allowance (72,000)
------------
Net deferred tax asset $ --
============
</TABLE>
The above referenced net operating loss carryforward pertains to CMSS, which
files a separate income tax return from Casino Magic Neuquen S.A., and may only
be used to offset future taxable income of CMSS.
7. LITIGATION
Customs Authority
On February 15, 1996 the Argentina Customs Authority ("Customs Authority"), by
means of an injunction, attempted to stop the Company from using its slot
machines located in the Neuquen casino facility. The Customs Authority demanded
the Company file certain documentation with respect to imported slot machines
including the number of slot machines, unit prices and the accounting
treatment. In response to such demand, on February 19, 1996, the Company filed
with the Customs Authority the requested documentation.
Presently the Customs Authority is determining whether the Company's valuation
of imported slot machines was proper for purposes of import taxes. Management
of the Company does not believe the resolution of this matter will have a
material adverse effect on the Company.
Cities of Neuquen and San Martin de los Andes
In July 1996 the cities of Neuquen and San Martin de los Andes modified certain
of their respective municipal ordinances in order to impose a $1 cover charge
on each person entering the Casinos. Historically the Company has not collected
cover charges. In response, the Company filed various actions with the court
stating that such cover charge is unconstitutional and that it violates the
Concession, in that the Concession provides that the Province will guarantee
the Company that there will not be any new or additional taxes relative to the
Company's operation of the Casinos during the Concession term.
As of December 31, 1996 the total estimated claim by the cities of Neuquen and
San Martin de los Andes amounted to approximately $400,000 for which the
Company has made no provision. Management of the Company does not believe the
resolution of this matter will have a material adverse effect on the Company.
8. SUBSEQUENT EVENT
On June 2, 1997 Crown Casino Corporation ("Crown"), a United States based
holding company, acquired 49% of the common stock of the Company, as well as
interests in certain other assets and contracts related to the Company, from
the Parent. The interests in certain other assets and contracts include (i) a
49% interest in (a) the note payable by the Company to the Parent, (b) the
Trademark and Trade Name License Agreement, and (c) certain slot machines
leased to the Company, and (ii) a 16.4% interest in the Technical Assistance
Agreement.
Pursuant to the purchase agreement between Crown and the Parent, the Parent has
agreed to reimburse the Company for certain costs and expenses in connection
with the litigation described in Note 7. In particular, the Parent will
reimburse the Company for (i) any fine, penalty or other assessment paid by the
Company in connection with the dispute with the Customs Authority, and (ii) an
amount equal to the unpaid cover charges for all periods prior to June 2, 1997
to the extent such cover charges are paid by the Company. The Parent and Crown
also entered into a shareholders' agreement which provides, among other things,
that certain material corporate actions require the approval of both the Parent
and Crown.
F-9
<PAGE> 13
CROWN CASINO CORPORATION
INTRODUCTION TO PRO-FORMA FINANCIAL INFORMATION
PURCHASE OF 49% OF CASINO MAGIC NEUQUEN
On June 2, 1997 Crown Casino Corporation ("Crown" or the "Company") acquired
49% of the capital stock of Casino Magic Neuquen S.A. ("CMN"), as well as
interests in certain other assets and contracts related to CMN, from Casino
Magic Corp. for a purchase price of $7 million. CMN operates casinos in the
cities of Neuquen and San Martin de los Andes in the Province of Neuquen,
Argentina under an exclusive twelve-year concession contract that expires in
2007, but can be extended by CMN for an additional five years under certain
circumstances. The interests in certain other assets and contracts include (i)
a demand promissory note in the amount of $4,226,473 issued by CMN, (ii) a
16.4% interest in a certain management agreement relating to CMN, and (iii) a
49% interest in (a) slot machines and a related lease agreement, and (b) a
certain royalty agreement, relating to CMN.
PRO-FORMA FINANCIAL STATEMENTS
The following Pro-Forma Condensed Consolidated Balance Sheet of Crown as of
April 30, 1997 gives effect to the Company's purchase of (i) 49% of the capital
stock of CMN, and (ii) the above referenced respective percentage interests in
the related assets and contracts, as if the transactions had occurred on that
date.
The following Pro-Forma Condensed Consolidated Statement of Operations of Crown
for the year ended April 30, 1997 gives effect to the Company's purchase of (i)
49% of the capital stock of CMN, and (ii) the above referenced respective
percentage interests in the related assets and contracts, as if such
transactions had occurred at the beginning of the period (May 1, 1996). CMN's
accounting year ends on December 31. CMN's operating results for the year ended
April 30, 1997 have been derived by adding (i) CMN's operating results for the
four months ended April 30, 1997, and subtracting (ii) CMN's operating results
for the four months ended April 30, 1996, from (iii) CMN's operating results
for the year ended December 31, 1996.
The pro-forma information is based on the historical financial statements of
Crown and CMN giving effect to the transactions described above and the
adjustments described in the accompanying Notes to Pro-Forma Condensed
Consolidated Financial Statements and may not be indicative of the results that
actually would have occurred had the transactions taken place on the dates
indicated or the results which may be obtained in the future.
P-1
<PAGE> 14
CROWN CASINO CORPORATION
PRO-FORMA CONDENSED CONSOLIDATED BALANCE SHEET
UNAUDITED
APRIL 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Record
Purchase of
49% of
CMN and
Historical Related Pro-Forma
Crown Assets Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 21,118 $ (7,000) $ 14,118
Other current assets 383 383
Land held for sale 15,150 15,150
------------ ------------ ------------
Total current assets 36,651 (7,000) 29,651
------------ ------------ ------------
Property and equipment:
Furniture, fixtures and equipment 1,811 1,811
Less accumulated depreciation (226) (226)
------------ ------------
1,585 1,585
------------ ------------
Investment in CMN and related assets 2,773 2,773
Note receivable from CMN 4,227 4,227
------------ ------------ ------------
$ 38,236 $ -- $ 38,236
============ ============ ============
Current liabilities:
Accounts payable $ 41 $ 41
Accrued liabilities 423 423
Current and deferred income taxes 1,660 1,660
------------ ------------
Total current liabilities 2,124 2,124
------------ ------------
Deferred income taxes 400 400
Stockholders' equity 35,712 35,712
------------ ------------
$ 38,236 $ 38,236
============ ============
</TABLE>
See accompanying Notes to Pro-Forma Condensed Consolidated Financial
Statements.
P-2
<PAGE> 15
CROWN CASINO CORPORATION
PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 1997
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Record 49% Record
of Historical Pro-Rata Portion
Historical CMN on of Contractual Pro-Forma
Crown Equity Method Fees and Interest Adjustments Consolidated
-------------- ---------------- ------------------ ------------- -------------
Revenues:
<S> <C> <C> <C> <C> <C>
Management and other fees $ 507 $ 507
------------ ----------
507 507
------------ ----------
Costs and expenses:
General and administrative $ 2,796 2,796
Write-down of land held for sale 1,020 1,020
Gaming pre-opening and
development 41 41
Gaming acquisition abandonment 696 696
Depreciation and amortization 168 $ 311(a) 479
------------ ---------- ----------
4,721 311 5,032
------------ ---------- ----------
Other income (expense):
Interest expense (69) (69)
Interest income 1,531 359 1,890
Gain on sale of SCGC 14,934 14,934
Loss on securities sale and other (4,755) (4,755)
Equity in earnings of CMN $ 688 688
------------ ----------- ------------ ---------- ----------
11,641 688 359 12,688
------------ ----------- ------------ ---------- ----------
Income (loss) before income
taxes 6,920 688 866 (311) 8,163
Provision (benefit) for income taxes (1,940) 294(b) (106)(b) (1,752)
------------ ----------- ------------ ---------- ----------
Net income (loss) $ 8,860 $ 688 $ 572 $ (205) $ 9,915
============ =========== ============ ========== ===========
Income per share $ .80 $ .90
============ ===========
Weighted average common and common
equivalent shares outstanding 11,027 11,027
============ ===========
</TABLE>
See accompanying Notes to Pro-Forma Condensed Consolidated Financial
Statements.
P-3
<PAGE> 16
CROWN CASINO CORPORATION
NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT YEARS AND PERCENTAGES)
STATEMENT OF OPERATIONS
a - To record amortization of Crown's basis in certain contracts and slot
equipment as follows:
<TABLE>
<CAPTION>
Crown's Estimated Life 12 Months
Item Basis (in years) Amortization
---- ----- ---------- ------------
<S> <C> <C> <C>
Management agreement $ 168 9.5 $ 18
Royalty agreement 336 9.5 35
Slot equipment and lease 1,290 5.0 258
------
$ 311
======
</TABLE>
b - To record the impact of income taxes based upon a 34% effective income
tax rate.
P-4
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
24.1 Consent of Independent Public Accountants
</TABLE>
<PAGE> 1
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated March 5, 1997 (except with respect to the matter discussed in
Note 8, as to which the date is June 2, 1997) included in this Form 8-K/A of
Crown Casino Corporation, into Crown Casino Corporation's previously filed
Registration Statements File Nos. 33-59519 and 33-59527.
New Orleans, Louisiana Arthur Andersen LLP
August 14, 1997
