Document/Exhibit Description Pages Size
1: 8-K Current Report 10± 34K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 6± 24K
Liquidation or Succession
Conformed Submission Type: 8K
Conformed Peroid of Report: 19991230
Item Information: Acquisition or Disposition of Assets
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 1999
GLOBAL CASINOS, INC.
(Exact name of registrant as specified in its charter)
0-15415
Commission File Number
Utah 87-0340206
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5373 Union Boulevard, Suite 100, Colorado Springs, Colorado 80918
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 590-4900
(Former name or former address, if changed since last report)
Form 8K - Events to Be Reported
ITEM 2 - Acquisition or Disposition of Assets:
Disposition of Global Pelican N.V., a Wholly-Owned
Subsidiary of Global Casinos, Inc.:
a. On December 30, 1999, Global Casinos, Inc (Global) sold
all of the issued and outstanding shares of capital stock of
its wholly-owned subsidiary, Global Pelican, N.V., a St.
Maarten Limited Liability Company, to Arufinance, N.V., an
Aruba Corporation, (Arufinance) pursuant to a Stock
Purchase Agreement dated as of December 30, 1999 (the
Agreement) among Global and Arufinance.
b. Arufinance acquired all of the capital stock issued and
outstanding of Global Pelican, N.V. from Global for a
negotiated purchase price of $1,000. In addition to the
stock sale, Global retained accounts receivables in the form
of outstanding and uncollected markers totaling $69,200,
transferred by Global Pelican to Global, and the related
allowance for doubtful accounts of $69,200.
Global also agreed to assume and pay an outstanding
accounts payable account to vendor, Aristocrat,
in the amount of $41,888 for certain gaming devices
located in the Global Pellican casino. This account
payable was to be paid by the 30th of January, 2000.
c. Arufinance acquired all of the remaining assets and
liabilities of Global Pelican, N.V. as part of the stock
purchase, effective with the closing date of December 30,1999.
The accompanying consolidated financial statements
illustrate the effect of the disposition of the subsidiary
("Pro Forma") on the Company's financial position and
results of operations. The consolidated balance sheet as of
September 30, 1999 is based upon the historical balance
sheets of the Company and assumes that the disposition took
place on that date. The consolidated statements of income
for the year ended June 30, 1999 and the three months ended
September 30, 1999 are based on the historical statements of
income of the Company for those periods. The pro forma
consolidated statements of income assume the disposition
took place on July 1, 1998.
The pro forma consolidated financial statements may not be
indicative of the actual results of the acquisition. In
particular, the pro forma consolidated financial statements
are based on management's current estimate of the
transaction as of the September 30, 1999 interim date. The
actual transaction, to be recorded as of December 30, 1999,
will differ from the current estimates.
The accompanying consolidated pro forma financial statements
should be read in connection with the historical financial statements
of Global Casinos, Inc.
Item 7 - Financial Statements, Pro Forma Financial
Information, and Exhibits
A. Pro forma financial information
1. Global Casinos, Inc Consolidated Balance Sheet as of
September 30, 1999
2. Global Casinos, Inc. Consolidated Statement of Income
For the Year Ended June 30, 1999
3. Global Casinos, Inc. Consolidated Statement of Income
For the Three Months Ended September 30,1999
4. Notes to Pro Forma Consolidated Financial Statements
B. Exhibit: The following exhibit are filed with this 8-K
Exhibit A-1. Stock Purchase Agreement dated as of December
30th,1999 by and between ARUFINANCE, N.V., an
Aruba Corporation, (Buyer), and GLOBAL CASINOS,
INC., a Utah Corporation, (Seller).
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 1999
Consolidated Adjustments ProForma
ASSETS
Current assets:
Cash $ 459,632 $ (115,767) (1) 343,865
Accounts receivable:
Trade, net of allowance for
doubtful accounts of $88,316
at September 30, 1999. 407,666 (46,447) (1) 361,219
Related parties 2,758 2,758
Inventory 225,396 (2,000) (1) 223,396
Prepaid rent 90,346 (77,800) (1) 12,546
Current portion of notes
receivable 65,738 65,738
Marketable trading securities 754,505 754,505
Asset held for sale 200,000 200,000
Other 126,527 (13,000) (1) 113,527
Total current assets 2,332,568 (255,014) 2,077,554
Land, building and equipment:
Land 517,950 517,950
Buildings 4,081,022 4,081,022
Equipment 2,533,364 (566,068) (1) 1,967,296
7,132,336 (566,068) 6,566,268
Accumulated depreciation (2,013,824) 332,685 (1)(1,681,139)
5,118,512 (233,383) 4,885,129
Other assets:
Leasehold rights and interests
and contract rights, net of
amortization of $916,957 at
September 30, 1999 1,372,980 1,372,980
Goodwill, net of amortization
of $312,651 at September 30,
1999 1,851,854 1,851,854
Hotel credits 499,905 499,905
Notes receivable, net of
current portion, including
receivables in default 191,824 191,824
Other assets, net of
amortization of $26,246 at
September 30, 1999 45,532 45,532
Restricted cash 140,449 (140,449) (1) 0
4,102,544 (140,449) 3,962,095
$ 11,553,624 $ (628,846) 10,924,778
See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 1999
Consolidated Adjustments ProForma
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 413,176 (20,712) (1) 392,464
Accrued expenses:
Wages and taxes 463,448 (298,557) (1) 164,891
Casino license fees 1,278,081(1,278,081) (1) 0
Interest, including $27,000 to
related parties at
September 30, 1999 331,722 (1,829) (1) 329,893
Other 497,546 497,546
Note payable 261,880 261,880
Current portion of long-term debt,
including debt in default and
$514,000 to related parties at
September 30, 1999 1,819,476 1,819,476
Other 40,000 40,000
Total current liabilities 5,105,329 (1,599,179) 3,506,150
Long-term debt, less current portion 2,781,580 2,781,580
Commitments and contingencies
Stockholders' equity:
Preferred stock - convertible:
10,000,000 shares authorized
Class A - $2 par value, nonvoting,
96,500 shares issued and
outstanding 193,000 193,000
Class B - $.01 par value, nonvoting,
283,801 shares issued and outstanding
at September 30, 1999 2,837 2,837
Class C - $.01 par value, voting;
487,172 shares issued and outstanding 4,872 4,872
Common stock - $.05 par value; 50,000 shares
authorized; 1,546,360 shares issued and
outstanding 77,318 77,318
Additional paid-in capital 12,789,826 12,789,826
Accumulated deficit (9,401,138) 970,333(1)(8,430,805)
3,666,715 970,333 4,637,048
11,553,624 (628,846) 10,924,778
See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
For the Year Ended June 30, 1999
Consolidated Adjustments ProForma
Revenues:
Casino 4,981,496 (2,311,281) (2) 2,670,215
Bingo 3,592,641 3,592,641
Food and beverage 118,329 (29,119) (2) 89,210
Other 376,863 (41,088) (2) 335,775
9,069,329 (2,381,488) 6,687,841
Expenses:
Cost of sales 2,162,472 (91,743) (2) 2,070,729
Operating, general, and
administrative 6,227,107 (2,802,658) (2) 3,424,449
Depreciation and
amortization 852,601 (212,901) (2) 639,700
Restructuring charges 267,466 267,466
9,509,646 (3,107,302) 6,402,344
Income from operations (440,317) 725,814 285,497
Other income (expense):
Interest income 36,204 36,204
Interest expense,
including $37,000 to
related party
for the year. (493,196) 24,300 (2)(3)(468,896)
Net realized gain on sale
of marketable trading
securities 274,390 274,390
Adjustment to market value
of marketable securities 215,305 215,305
32,703 24,300 57,003
Income/(loss) before
extraordinary item (407,614) 750,114 342,500
Extraordinary item - gain
from restructuring of debt 84,457 84,457
Net income/(loss) (323,157) 750,114 426,957
Dividends on Class B and C
preferred stock (266,866) (266,866)
Net income/(loss) available to
common stockholders (590,023) 750,114 160,091
Income/(loss) per common share -
basic and diluted:
Income/(loss) from continuing
operations (.44) .05
Extraordinary item .05 .05
Net income/(loss) available
to common Stockholders (.39) .10
Weighted average shares
outstanding 1,528,062 1,528,062
See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Ended September 30, 1999
Consolidated Adjustments ProForma
Revenues:
Casino 1,154,172 (329,414)(2) 824,758
Bingo 929,846 929,846
Food and beverage 31,847 (6,140)(2) 25,707
Other 34,052 (26,180)(2) 7,872
2,149,917 (361,734) 1,788,183
Expenses:
Cost of sales 523,673 (11,234)(2) 512,439
Operating, general, and
administrative 1,494,022 (537,146)(2) 956,876
Depreciation and amortization 246,581 (40,128)(2) 206,453
2,264,276 (588,508) 1,675,768
Income from operations (114,359) 226,774 112,415
Other income (expense):
Interest income 12,692 12,692
Interest expense, including
$13,000 to related parties
as of September 30, 1999 (124,598) 7,295 (2)(3)(117,303)
Net realized gain on sale of
marketable trading securities 120,976 120,976
Adjustment to market value of
marketable securities (128,969) (128,969)
Gain on disposition of subsidiary 969,333 (1) 969,333
(119,899) 976,628 856,729
Income/(loss) before extraordinary
item (234,258) 1,203,402 969,144
Extraordinary item - gain from
restructuring of debt 56,843 56,843
Net income/(loss) (177,415) 1,203,402 1,025,987
Dividends on Class B and C preferred
stock (72,223) (72,223)
Net income/(loss) available to common
stockholders (249,638) 1,203,402 953,764
Income/(loss) per common share -
basic and diluted:
Income/(loss) from continuing operations (0.19) 0.59
Extraordinary item 0.03 0.03
Net income/(loss) available to
common stockholders (0.16) 0.62
Weighted average shares outstanding 1,546,360 1,546,360
See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE A-The pro forma adjustments to the consolidated balance
sheet are as follows:
1) To reflect the sale of Global Pelican N.V. casino
subsidiary stock pursuant to the Stock Purchase
Agreement, effective as of December 30, 1999, as a pro forma
adjustment as of the September 30, 1999 interim date.
The components of the sale transaction and related
adjustments to assets and liabilities
excluded from the sale are as follows:
Pelican Casino Balance Sheet as of 9/30/99:
Cash $ 115,767
Accounts Receivable, net of
allowance for doubtful
accounts of $78,316 46,447
Inventory 2,000
Prepaid Rent 77,800
Furniture and Equipment 566,068
Accumulated Depreciation (332,685)
Other Current Assets 13,000
Restricted Cash 140,449
Total Assets $ 628,846
Accounts payable 20,712
Accrued expenses:
Wages and taxes 298,557
Casino license fees 1,278,081
Interest 1,829
Current Portion of Long-term Debt 41,888
Total Liabilities $ 1,641,067
Excess of Liabilties over Assets 1,012,221
Assets and Liabilities Excluded from the Sale:
Uncollected Markers, net of
allowance for doubtful
accounts of $69,200 0
Current portion of Long-term debt
retained by Global Casinos (41,888)
Adjusted Excess of Liabilities over Assets $ 970,333
Sale Price of Stock (1,000)
Gain on Disposition of Subsidiary $ 969,333
GLOBAL CASINOS, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE B-The pro forma adjustments to the consolidated statements
of income are as follows:
2) To reflect the sale of Pelican Casino subsidiary
stock pursuant to the Stock Purchase
Agreement, effective as of December 30, 1999, assuming it was recorded
at the beginning of year ended June 30, 1999.
The condensed statement of income for the subsidiary for the year
ended June 30, 1999 and the three months ended
September 30, 1999 are as follows:
Year Ended Three Months Ended
June 30,1999 September 30,1999
Revenues:
Casino $ 2,311,281 $ 329,414
Food and Beverage 29,119 6,140
Other 41,088 26,180
2,381,488 361,734
Expenses:
Cost of sales 91,743 11,234
Operating, general, and
administrative 2,802,658 537,146
Depreciation and
amortization 212,901 40,128
3,107,302 588,508
Loss from operations (725,814) (226,774)
Other income (expense):
Interest expense (14,957) (6,279)
Net loss available to common
stockholders $ (740,771) $ (233,053)
3) To adjust consolidated interest expense for reduction in
borrowings required to fund Pelican operating losses:
Interest on Long-term
debt @ 10.74 % and 11.21 %,
respectively 9,343 1,016
GLOBAL CASINOS, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE C-Earnings or loss per share
Basic income or loss per share represents the net income or loss
available to common stockholders divided by the weighted average
number of common shares outstanding during the year. Diluted
income or loss per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the income or losses
of the entity.
The Company's operating history of losses has resulted in an
average market price per common share that is substantially lower
than the conversion prices on the existing convertible preferred
stock, stock options, stock warrants, and convertible promissory
notes of $1.00 to $5.00 per share. As a result of this situation,
issuance of any additional common stock could result in a reduction
of total common shares outstanding, which would have the effect of
increasing the income per share on a diluted basis.
Convertible preferred stock, stock options, stock warrants and
convertible promissory notes are not considered in the calculation
for the years ended June 30, 1999 and the three months ended
September 30, 1999 as the impact of the potential common shares
would be to either increase the income per share or decrease the
loss per share. Therefore, diluted income or loss per share is
equivalent to basic income or loss per share.
SIGNATURE
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.
GLOBAL CASINOS, INC.
Date: January 14, 2000 By: /s/ Stephen G. Calandrella
Stephen G. Calandrella, President
INDEX TO EXHIBITS
Exhibit A-1. Stock Purchase Agreement dated as of December 30th,1999
by and between ARUFINANCE, N.V., an Aruba Corporation,
(Buyer), and GLOBAL CASINOS, INC., a Utah Corporation,
(Seller).
Dates Referenced Herein and Documents Incorporated by Reference
3 Subsequent Filings that Reference this Filing
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