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Previous: WESBANCO INC, 424B3, 1997-04-29 |
Next: DVL INC /DE/, DEF 14A, 1997-04-29 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 1997
Concorde Gaming Corporation
------------------------------------------------------
(exact name of registrant as specified in its charter)
Colorado 0-8698 84-0716683
- ---------------------------- ------------ -------------------
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3290 Lien Street
Rapid City, South Dakota 57702
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 341-7738
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On February 13, 1997, Bruce H. Lien Company ("BHL"), a wholly-owned
subsidiary of Concorde Gaming Corporation (the Registrant") closed
the settlement agreement (the "Settlement Agreement") between BHL and
the Three Affiliated Tribes (the "TAT"). The Settlement Agreement
provided that in consideration for the termination of the Management
Agreement (the "Management Agreement") between BHL and TAT, whereby
BHL managed the 4 Bears Casino & Lodge, TAT would pay BHL $8.65
million and the parties would dismiss, with prejudice, all litigation
between BHL and TAT.
The proceeds from the Settlement Agreement were used to pay off
substantially all of the Registrant's debt, other than approximately
$900,000 related to video lottery operations, with the remaining
funds retained for working capital purposes and to fund future
projects.
(b) Not applicable
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) The pro forma financial information furnished herein reflects the
receipt of $8.65 million as consideration for the termination of the
Management Agreement between BHL and TAT.
Table of Contents:
Introduction....................................................F-1
Pro Forma Condensed Consolidated Balance Sheet at
December 31, 1996............................................F-2
Pro Forma Consolidated Statement of Operations for
Three Months Ended December 31, 1996.........................F-3
Pro Forma Consolidated Statement of Operations for the
Fiscal Year Ended September 30, 1996........................F-4
Notes of Pro Forma Condensed Consolidated Financial
Statements..................................................F-5
(c) Exhibits
2.3 Settlement Agreement, dated as of September 27, 1996, among
the Three Affiliated Tribes of the Fort Berthold Reservation
and Bruce H. Lien Company (1)
20 Press Release dated February 14, 1997 (2)
- -------------
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated September 27, 1996
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated February 13, 1997
2
<PAGE>
PRO FORMA FINANCIAL INFORMATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
CONCORDE GAMING CORPORATION
ADJUSTED FOR THE TERMINATION OF THE MANAGEMENT AGREEMENT
INTRODUCTION
The following pro forma condensed consolidated balance sheet as of December
31, 1996 and the pro forma condensed consolidated statements of operations for
the fiscal year ended September 30, 1996 and for the three months ended December
31, 1996, give effect to the receipt of $8.65 million as consideration for the
termination of the Management Agreement between BHL and TAT. The proceeds
received in excess of the notes receivable, that represent construction and
development costs, will be accounted for as a nonoperating gain on disposition
of an asset. The statements include the adjustments described in the
accompanying notes to the pro forma condensed consolidated financial statements.
The pro forma condensed consolidated financial statements are not
necessarily indicative of the results which actually would have occurred if the
termination of the Management Agreement had taken place on the dates indicated,
nor are they necessarily indicative of future results. The pro forma condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements of the Company filed with the Securities and
Exchange Commission in its Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996.
F-1
<PAGE>
<TABLE>
CONCORDE GAMING CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1996
(Unaudited)
<CAPTION>
Historical Pro Forma Pro Forma
Assets 12-31-96 Adjustments 12-31-96
---------- ----------- ---------
<S> <C> <C> <C>
Current assets:
Cash $ 132,488 $ 8,650,000 (a) $ 5,182,988
(3,599,500)(b)
Receivables 237,895 (206,612)(a) 31,283
Current maturities of long-term receivables 2,765,327 (2,721,800)(a) 43,527
Prepaid expenses 62,152 62,152
------------- ------------
Total current assets 3,197,862 5,319,950
------------- ------------
Investments and long-term receivables 3,115,128 (2,870,527)(a) 244,601
------------- ------------
Property and equipment, net 1,823,340 1,823,340
------------- ------------
Intangibles 913,321 (242,725)(a) 670,596
------------- ------------
$ 9,049,651 $ 8,058,487
============= ============
Liabilities and Stockholder's Equity
Current liabilities:
Notes payable $ 820,000 (820,000)(b) $ 0
Current maturities of long-term debt 2,237,727 (1,793,500)(b) 444,227
Current maturities of long-term debt, related party 690,000 (690,000)(b) 0
Accounts payable 381,694 (199,855)(a) 102,839
(79,000)(b)
Accrued expenses 450,367 (202,500)(b) 247,867
Income tax payable 0 982,900 (a) 982,900
------------- ------------
Total current liabilities 4,579,788 1,777,833
------------- ------------
Long-term debt, less current maturities 519,487 (14,500) 504,987
------------- ------------
Deferred income taxes 46,600 46,600
------------- ------------
Stockholders' equity 3,903,776 1,825,291 (a) 5,729,067
------------- ------------
$ 9,049,651 $ 8,058,487
============= ============
</TABLE>
F-2
<PAGE>
<TABLE>
CONCORDE GAMING CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended December 31, 1996
(Unaudited)
<CAPTION>
Historical Pro Forma Pro Forma
12-31-96 Adjustments 12-31-96
---------- ------------ -----------
<S> <C> <C> <C>
Revenues:
Video lottery $ 1,964,694 $ $ 1,964,694
Management agreement 208,371 (208,371)(c) 0
Other 13,823 13,823
-------------- ------------
2,186,888 1,978,517
-------------- ------------
Costs and expenses:
Video lottery state share 977,116 977,116
Video lottery location share 659,921 659,921
Compensation expense 235,043 (22,237)(c) 212,806
Business development costs 23,017 23,017
Depreciation and amortization 165,681 (17,338)(c) 148,343
Operating expenses 213,084 (17,578)(c) 195,506
-------------- ------------
Total costs and expenses 2,273,862 2,216,709
-------------- ------------
Operating (loss) (86,974) (238,192)
-------------- ------------
Other income (expense):
Interest income 582 0 (c) 582
Other 22,766 22,766
Interest expense and financing costs (157,788) 122,271 (c) (35,517)
-------------- ------------
(134,440) (12,169)
-------------- ------------
(Loss) before income taxes (221,414) (250,361)
Federal and state income taxes (81,200) (6,400)(c) (87,600)
============== ============
Net (loss) $ (140,214) $ (162,761)
============== ============
Net (loss) per common and
common equivalent share (0.01) (0.01)
============== ============
Weighted average number of common and
common equivalent shares outstanding 21,929,793 21,929,793
============== ============
</TABLE>
F-3
<PAGE>
<TABLE>
CONCORDE GAMING CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Fiscal Year Ended September 30, 1996
(Unaudited)
<CAPTION>
Historical Pro Forma Pro Forma
9-30-96 Adjustments 9-30-96
---------- ----------- ----------
<S> <C> <C> <C>
Revenues:
Video lottery $ 8,985,467 $ $ 8,985,467
Management agreement 2,064,649 (2,064,649)(c) 0
Other 192,470 192,470
-------------- -----------
11,242,586 9,177,937
-------------- -----------
Costs and expenses:
Video lottery state share 4,471,432 4,471,432
Video lottery location share 2,891,852 2,891,852
Compensation expense 981,536 (88,970)(c) 892,566
Business development costs 74,786 74,786
Depreciation and amortization 636,331 (69,350)(c) 566,981
Operating expenses 1,234,633 (288,638)(c) 945,995
-------------- -----------
Total costs and expenses 10,290,570 9,843,612
-------------- -----------
Operating income (loss) 952,016 (665,675)
-------------- -----------
Other income (expense):
Interest income 683,444 (646,475)(c) 36,969
Other 55,253 55,253
Interest expense and financing costs (794,054) 583,710 (c) (210,344)
-------------- -----------
(55,357) (118,122)
-------------- -----------
Income (loss) before income taxes 896,659 (783,797)
Federal and state income taxes 339,000 (613,300)(c) (274,300)
============== ===========
Net income (loss) $ 557,659 $ (509,497)
============== ===========
Net income (loss) per common and
common equivalent share 0.03 (0.02)
============== ===========
Weighted average number of common and
common equivalent shares outstanding 22,175,415 21,929,793
============== ===========
</TABLE>
F-4
<PAGE>
CONCORDE GAMING CORPORATION
NOTES OF PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(a) To reflect the receipt of proceeds from the Settlement Agreement and the
gain recognized from the termination of the Management Agreement.
Gain on termination of the Management Agreement:
Net proceeds received $ 8,650,000
Book value of:
Accounts receivable (206,612)
Notes receivable from TAT for development costs (5,592,327)
Intangibles related to Management Agreement (242,725)
Accounts payable forgiven 199,855
------------
Gain on termination of Management Agreement 2,808,191
Income taxes on gain 982,900
------------
Increase in net income $ 1,825,291
============
(b) To reflect the use of proceeds from the Settlement Agreement.
(c) To reflect the reduction in operating and interest expenses from the
termination of the Management Agreement; and reflect assumed interest
income earned on cash proceeds remaining after reduction of notes
payable. Assume interest income earned on cash is 5% per annum. Interest
income is reduced by the actual interest earning on the note receivable
from TAT.
F-5
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