10QSB 1 global-q.htm FORM 10-QSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002

OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _______ to _______

Commission file number 0-15415

GLOBAL CASINOS, INC.
(Exact Name of Registrant as Specified in its Charter)

          Utah          
(State or other jurisdiction
of incorporation or organization)

          87-0340206          
I.R.S. Employer
Identification No.

5455 Spine Road, Mezzanine East, Boulder, Colorado 80301
(Address of Principal Offices)               (Zip Code)

Registrant's telephone number, including area code:     (303) 527-2903

______________________________________________________________________
Former name, former address, and former fiscal year, if changed since last report

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
  [ X ]    No [   ]

As of March 17, 2003, the Registrant had 2,431,360 shares of its Common Stock outstanding.

Transitional Small Business Disclosure Format (check one)   Yes [  ]  No [ X ]

INDEX

PART I -- FINANCIAL INFORMATION

Item 1.

Financial Statements

Page

 

Consolidated Balance Sheets as of September 30, 2002 (Unaudited) and June 30, 2002

4

 

Consolidated Statements of Operations for the three months ended September
     30, 2002 and September 30, 2001 (Unaudited)

5

 

Consolidated Statements of Cash Flows for the three months ended September
     30, 2002 and September 30, 2001 (Unaudited)


6

 

Notes to Consolidated Financial Statements (Unaudited)

7

Item 2.

Management's discussion and analysis of financial condition and results of operations

 
 

Overview

9

 

Results of Operations

9

 

Liquidity and Capital Resources

10

Item 3. Controls and Procedures 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

PART 1. FINANCIAL INFORMATION

Item 1.     Financial Statements

The consolidated financial statements included herein have been prepared by Global Casinos, Inc. (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations. In the opinion of management of the Company the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2002, and its results of operations for the three month periods ended September 30, 2002 and 2001 and its cash flows for the three month periods ended September 30, 2002 and 2001. The Company's consolidated balance sheet as of June 30, 2002 included herein has been derived from the Company's audited financial statements as of that date included in the Company's annual report on Form 10-KSB. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company's annual report on Form 10-KSB.

GLOBAL CASINOS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

as of September 30, 2002 and June 30, 2002

September 30,
2002
(Unaudited)


June 30,
2002

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$     397,576 

$    230,959 

Accrued gaming income

17,741 

135,912 

Inventory

19,217 

17,651 

Note receivable

20,445 

39,612 

Other

            5,954 

           3,875 

Total current assets

        460,933 

       428,009 

Land, building and improvements, and equipment:

Land

517,950 

517,950 

Building and improvements

4,071,481 

4,071,481 

Equipment

      1,184,969 

1,152,036 

5,774,400 

5,741,467 

Accumulated depreciation

    (2,018,851)

    (1,951,225)

      3,755,549 

      3,790,242 

  4,216,482 

$   4,218,251 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities:

Accounts payable, trade

         32,533 

$         36,882 

Accounts payable, related parties

231,082 

199,000 

Accrued expenses

215,679 

180,681 

Accrued interest

572,775 

588,483 

Current portion of long-term debt

223,663 

273,000 

Debt in default

918,555 

918,000 

Other

          117,500 

           117,000

Total current liabilities

       2,311,787 

        2,313,046 

Long-term debt, less current portion

       2,336,235 

       2,336,235 

Preferred Stock - Series C - 7% cumulative, convertible, mandatory redeemable,

stated value $1.20 per share, voting, 600,000 shares authorized,

39,101 shares issued and outstanding

            46,920 

46,920 

Commitments and contingencies

Stockholders' (deficit):

Preferred stock: 10,000,000 shares authorized

Series A - $2.00 stated value, non-voting, 2,000,000 shares authorized,

200,500 shares issued and outstanding

401,000 

401,000 

Series B - 8% cumulative, convertible, $10.00 stated value, nonvoting,

400,000 shares authorized, no shares issued and outstanding

 - 

Common stock - $.05 par value; 50,000,000 shares authorized;

2,431,360 shares issued and outstanding

122,567 

122,567 

Additional paid-in capital

12,226,117 

12,226,117 

Accumulated (deficit)

   (13,228,144)

    (13,227,634)

        (478,460)

        (477,950)

$    4,216,482 

$      4,218,251 

See accompanying notes.

GLOBAL CASINOS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

for the three months ended September 30, 2002 and 2001
(Unaudited)

2002

2001

(Restated)

Revenues:

Casino

$     733,124 

$       684,299 

Expenses:

Casino operations

579,678 

561,241 

Operating, general, and administrative

          84,479 

          115,754 

        664,157 

          676,995 

Income (loss) from operations

          68,967 

              7,304 

Other income (expense):

Interest expense

(69,477)

(81,494)

Loss from sale of marketable securities

                      - 

         (152,719)

          (69,477)

         (234,213)

Net income (loss)

               (510)

         (226,909)

Preferred dividends

             (1,000)

           (10,000)

Net (loss) attributable to common stockholders

$           (1,510)

$       (236,909)

Earnings (loss) per common share - basic and diluted:

Net income (loss)

$             (0.00)

$             (0.10)

Preferred dividends

               (0.00)

               (0.01)

Net (loss) attributable to common stockholders

$             (0.00)

$             (0.11)

Weighted average shares outstanding

        2,431,360 

         2,196,360 

See accompanying notes.

GLOBAL CASINOS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended September 30, 2002 and 2001
(Unaudited)

2002

2001

(Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by (used in) operating activities

229,165 

(40,233)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of marketable trading securities

(159,856)

Sales of marketable trading securities

159,066 

Purchases of equipment

(32,933)

(33,115)

Transfer of cash to OnSource Corporation

(53,000)

Collections on note receivable

          19,167 

           17,963 

Net cash (used in) investing activities

        (13,766)

        (68,942)

CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments on long-term debt

         (48,782)

        (27,304)

Net cash (used in) financing activities

        (48,782)

        (27,304)

Net increase (decrease) in cash

166,617 

(136,479)

Cash at beginning of period

        230,959 

         353,517 

Cash at end of period

$      397,576 

$       217,038 

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

$        85,185 

$         59,956 

Cash paid for income taxes

$                  - 

                 -

See accompanying notes.

GLOBAL CASINOS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002

1.      ORGANIZATION and SIGNIFICANT ACCOUNTING POLICIES

The Consolidated Financial Statements for the three months ended September 30, 2002 and 2001 have been prepared in accordance with the accounting policies described in the Company's annual report on Form 10-KSB. Management believes the statements include all adjustments of a normal recurring nature necessary to present fairly the results of operations for the interim periods.

At September 30, 2002 and for the three months ended September 30, 2002 and 2001, the consolidated financial statements of the Company include the accounts of the following wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

CASINOS USA, INC. ("Casinos USA"), a Colorado corporation, which owns and operates the Bull Durham Saloon and Casino ("Bull Durham"), located in the limited stakes gaming district of Black Hawk, Colorado.

2.      GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Although the Company recently reported net income, it reported substantial net losses in previous years. As of September 30, 2002, it had an accumulated deficit of $13,228,144 and a working capital deficiency of $1,841,358. The Company is in default on various loan agreements, is delinquent on payments to certain creditors and has ceased operating all but one of its casinos. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company continues its efforts to formulate plans and strategies to address its financial condition and increase profitability. Operating expenses have been reduced and management will continue to address debt currently in default by negotiating with creditors to convert debt to equity, extend maturity dates and reduce payment amounts. The Company continues to explore methods to increase profitability; however, there can be no assurances that management will be successful in their efforts.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3.      EARNINGS (LOSS) PER COMMON SHARE

The Company follows SFAS No. 128, "Earnings Per Share." Basic earnings (loss) per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation.

For the periods ended September 30, 2002 and 2001, the outstanding common stock equivalents were not included in the computation as the impact of the potential common shares would be anti-dilutive.

4.      RELATED PARTY TRANSACTIONS

The Company's directors provide legal and accounting services for which they bill the Company at their standard hourly rates. Total fees recorded for the three months ended September 30, 2002 and 2001 were $65,233 and $49,404, respectively.

A business controlled by a director provides clerical and administrative support and bills the Company its pro-rata share of expenses. Total billings recorded for the three months ended September 30, 2002 and 2001 were $4,000 and $2,058, respectively.

During the three months ended September 30, 2002, a shareholder provided consulting services to the Company for $8,738.

5.      SUBSEQUENT EVENTS

Subsequent to September 30, 2002, the Company finalized restructuring certain long-term debt obligations. With regard to the secured convertible note having a principal balance of $501,000 (in default), the note holder agreed to waive accrued and unpaid interest in the amount of $215,000, extend the maturity date until 2009, reduce the interest rate to 4%, and agreed to an assignment of the note to Casinos, U.S.A., Global's subsidiary. Global granted an option to the creditor that can be exercised after April 1, 2005, to purchase 100% of the stock of Casinos U.S.A. for a price of $100. A mortgage holder agreed to a twelve-month moratorium on monthly payments for debt with a principal balance of $719,000 and monthly payments approximating $5,000. Similarly, a mortgage with a principal balance of $233,000 was restructured to provide a twelve-month moratorium on monthly payments of $2,000. The maturity dates for both the mortgages were extended from 2004 to 2009.

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations which are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service financing and refinancing efforts, general economic conditions, changes in gaming laws or regulations (including the legalization of gaming in various jurisdictions) and risks related to development and construction activities. The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.

Overview

We operate in the domestic gaming industry. We were organized as a holding company for the purpose of acquiring and operating casinos, gaming properties and other related interests. At September 30, 2002, our operations consisted solely of the Bull Durham Saloon & Casino in Black Hawk, Colorado.

Our operations are seasonal. The Bull Durham experiences a significant increase in business during the summer tourist season.

We operate in a highly regulated environment subject to the political process. Our retail gaming license is subject to annual renewal by the Colorado Division of Gaming. Changes to existing statutes and regulations could have a negative effect on our operations.

Results of Operations - Three Months Ended September 30, 2002 Compared to the Three Months ended September 30, 2001

We recognized a net loss of $(510) for the three months ended September 30, 2002 compared to a net loss of ($226,909) for the same period in 2001. The restructuring of our operations reduced our operating losses.

Revenues

Casino revenues for the three months ended September 30, 2002 were $733,124 compared to $684,299 for the 2001 period, an increase of $48,825 or 7%. The increased revenues are attributed to increased promotional activities at the Bull Durham.

Expenses

Casino operating expenses increased to $579,678 for the three months ended September 30, 2002 compared to $561,241 for the three months ended September 30, 2001, an increase of $18,437, or 3%. Expenses increased because we increased our marketing, promotional and charter bus expenses by $36,220. The increased spending in these areas was somewhat offset by reduced spending on local device fees and slot machine lease payments.

General and administrative expenses decreased from $115,754 for the three months ended September 30, 2001 to $84,479 for the three months ended September 30, 2002, a decrease of $31,275 or 27%. There was a significant decrease in the costs of settling outstanding claims and obligations from 2001 to 2003, somewhat offset by accounting, auditing and legal expenses associated with increased regulation of public companies.

Other

Interest expense was $69,477 for the three months ended September 30, 2002, compared to $81,494 for the similar period in 2001. The reduction in interest expense of $12,017 (15%) reflects decreasing interest rates on certain variable rate indebtedness and a reduction in outstanding principal balances. In March 2002, we ceased our trading of marketable securities. Thus, we had no gains or losses for the three months ended September 30, 2002. For the three months ended September 30, 2001, we incurred losses of $152,719 related to our marketable securities portfolio.

For federal income tax purposes, Global has a net operating loss of carryover (NOL) approximating $7,600,000, which can be used to offset future taxable income, if any. Under the Tax Reform Act of 1986, the amounts of and the benefits from NOL's are subject to certain limitations including restrictions imposed when there is a loss of business continuity or when ownership changes in excess of 50% of outstanding shares, under certain circumstances. Thus, there is no guarantee that Global will be able to utilize its NOL before it expires and no potential benefit has been recorded in the financial statements.

Inflation did not have a material impact on the Company's operations for the period.

Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's results of operations.

Liquidity and Capital Resources

Our primary source of cash is internally generated through operations. Historically, cash generated from operations has not been sufficient to satisfy working capital requirements and capital expenditures. Consequently, we have depended on funds received through debt and equity financing to address these shortfalls. We have also relied, from time to time, upon loans from affiliates to meet immediate cash demands. There can be no assurance that these affiliates or other related parties will continue to provide funds to us in the future, as there is no legal obligation on these parties to provide such loans.

At September 30, 2002, the Company had cash and cash equivalents of $397,576, substantially all of which was utilized in our casino operations. Pursuant to state gaming regulations, the casino is required to maintain cash balances sufficient to pay potential jackpot awards. The Company does not have access to any revolving credit facilities.

While the Company believes that its capital resources are sufficient to allow the continued operation of its casino, it does not currently have sufficient resources to expand its operations or to satisfy overdue obligations of the parent company.

Our working capital deficiency decreased by $34,183 to $(1,850,854) at September 30, 2002, from $(1,885,037) at June 30, 2002.

At September 30, 2002, we owed debt in the amount of approximately $918,555 to individuals and entities that, by the terms of these notes, was in default. Should any of these note holders make demand for payment, we would not have the financial resources to pay these notes.

Cash provided by operating activities was $229,165 for the three months ended September 30, 2002. For the same period in 2001, operating activities used net cash of $40,233.

We used net cash of $13,766 in investing activities for the three months ended September 30, 2002. Capital expenditures for the period were $32,933 and were partially offset by collections of notes receivable. For the three months ended September 30, 2001, we used net cash of $68,942 in investing activities. Capital expenditures were $33,115. We also transferred cash of $53,000 to OnSource Corporation as part of our stock dividend.

Cash flows used in financing activities increased $21,478 to $48,782 for the three months ended September 30, 2002, compared to cash used of $27,304 in 2001. These amounts represent schedules payments on our indebtedness.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2002, we had an accumulated deficit and a working capital deficiency. We were in default on various loan agreements, were delinquent on payments to certain creditors and had ceased operating all but one of our casinos. These conditions raise substantial doubt about our ability to continue as a going concern.

We continue our efforts to formulate plans and strategies to address our financial condition and increase profitability. We will continue to address debt currently in default by negotiating with creditors to convert debt to equity, extend maturity dates of debt, and accept reduced payment terms. We are evaluating methods to reduce costs and enhance our operating results. We cannot, however, provide any assurances that we will be successful in these endeavors.

Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's liquidity and capital resources.

ITEM 3.    CONTROLS AND PROCEDURES

Frank L. Jennings, Principal Executive and Financial Officer of Global Casinos, Inc. has established and is currently maintaining disclosure controls and procedures for the Company. The disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to him as soon as it is known by others within the Company. 

Our Principal Executive and Financial Officer conducts an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and has concluded, based on his evaluation within 90 days of the filing of this Report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation.

PART II.     OTHER INFORMATION

 

Item 1.

Legal Proceedings

   

None, except as previously disclosed.

 

Item 2.

Changes in Securities

   

None, except as previously disclosed.

 

Item 3.

Defaults Upon Senior Securities

   

None, except as previously disclosed.

 

Item 4.

Submission of Matters to a Vote of Security Holders

   

None, except as previously disclosed.

 

Item 5.

Other Information

   

None, except as previously disclosed.

 

Item 6.

Exhibits and Reports on Form 8-K

   

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GLOBAL CASINOS, INC.

   

Date:     April 7, 2003    

By: __________________________________
     Frank L. Jennings, Principal Executive and
      Financial Officer

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Global Casinos, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank L. Jennings, Principal Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Frank L. Jennings                 
Frank L. Jennings, Principal Executive
and Financial Officer
April 7, 2003