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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
F O R M 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
Commission file number 0-9099
FLORIDA GAMING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-1670533
------------------------------- ------------------
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1750 South Kings Highway, Ft. Pierce, Florida 34945-3099
------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (407)464-7500
Former name, former address and former fiscal year, if changed since
last report N/A
Indicate by check mark whether the registrant (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 periods that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- -----
3,121,137 shares of the issuer's Common Stock were outstanding as of the
latest practicable date, August 14, 1995.
Transitional Small Business Disclosure Format:
YES NO X
----- -----
<PAGE>
FLORIDA GAMING
CORPORATION
INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
PAGE NUMBER
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 1995 (unaudited) and December 31, 1994.......................... 3
Statements of Operations (unaudited) three and six months ended June 30, 1995 and 1994........ 5
Statements of Cash Flows (unaudited) three and six months ended June 30, 1995 and 1994........ 6
Notes to Financial Statements (unaudited)..................................................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................................... 10
PART II. OTHER INFORMATION................................................................... 14
SIGNATURES.................................................................................... 15
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1.
FLORIDA GAMING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
--------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $1,501,527 $1,363,174
Investment securities . . . . . . . . . . . . . . . . . . . . -- 1,618,250
Accounts receivable & current portion of notes receivable . . 25,655 20,258
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . 22,033 22,123
Prepaid expense and other . . . . . . . . . . . . . . . . . . 13,145 7,387
--------------- --------------
Total current assets . . . . . . . . . . . . . . . . . 1,562,360 3,031,192
PROPERTY AND EQUIPMENT:
Land (Notes 2,5, and 9) . . . . . . . . . . . . . . . . . . . 2,715,533 1,631,865
Building and Improvements (Note 5) . . . . . . . . . . . . . 1,849,167 1,799.962
Furniture, fixtures and equipment (Note 5) . . . . . . . . . 492,945 422,596
--------------- --------------
5,057,645 3,854,423
Less accumulated depreciation . . . . . . . . . . . . . . . . (226,562) (141,962)
--------------- --------------
4,831,083 3,712,461
OTHER NOTES RECEIVABLE, NET . . . . . . . . . . . . . . . . . . . . -- --
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,807 30,800
--------------- --------------
$6,749,250 $6,774,453
--------------- --------------
--------------- --------------
</TABLE>
(continued)
3
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FLORIDA GAMING CORPORATION
CONSOLIDATED BALANCE SHEETS
(continued)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1995 1994
--------------- --------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . $ 119,871 $ 1,196,666
Accrued payroll and related expenses . . . . . . . . . . . . . . 16,078 15,415
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . 164,427 176,879
Short-term borrowing and current portion of long-term debt . . . 121,143 108,385
--------------- --------------
Total current liabilities . . . . . . . . . . . . . . . . . 421,519 1,497,345
LONG-TERM LIABILITIES
Long-term portion note payable (Note 6,7 and 10) . . . . . . . . 1,840,170 1,114,061
STOCKHOLDERS' EQUITY (See Notes 2,4,8 and 9):
Class A preferred stock, convertible
to common stock, $.10 par value,
authorized 1,200,000 shares, 43,664
shares issued and outstanding, aggregate
liquidation preference of $477,000 at
June 30, 1995; 43,664 shares issued and
outstanding at December 31, 1994, aggregate
liquidation preferences of $477,000 . . . . . . . . . . . . . 4,366 4,366
Common stock, $.10 par value, authorized
15,000,000 shares, 3,119,246 issued and
outstanding at June 30, 1995, and
3,119,246 shares issued and outstanding
at December 31, 1994 . . . . . . . . . . . . . . . . . . . . . 311,924 311,924
Capital in excess of par value . . . . . . . . . . . . . . . . . 25,026,362 25,026,362
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . (20,855,091) (21,179,605)
--------------- --------------
Total stockholders equity. . . . . . . . . . . . . . . . . . . 4,487,561 4,163,047
--------------- --------------
$ 6,749,250 $ 6,774,453
--------------- --------------
--------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
FLORIDA GAMING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended For The Six Months Ended
-------------------------- ------------------------
(Note 10) (Note 10)
June 30 June 30 June 30 June 30
1995 1994 1995 1994
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
HANDLE:
Jai-Alai $ 966,672 $1,117,565 4,183,844 $3,480,257
ITW 4,727,713 4,160,780 10,551,501 7,264,810
---------- ---------- ----------- ----------
Total Pair-Mutuel Handle 5,694,385 5,278,345 14,735,345 10,745,067
---------- ---------- ----------- ----------
---------- ---------- ----------- ----------
REVENUE:
Pari-Mutuel Revenues, net of $22,586, $ 689,012 $ 586,859 $1,954,316 $1,294,625
$48,691, $102,173 and $144,384 pari-
mutuel taxes paid to the State of
Florida, respectively
Admissions, net of $5,598, $6,244, $20,580, 36,875 31,652 88,483 64,322
and $17,129 of Admissions & sale taxes paid
to the State of Florida, respectively
Food, Beverage and Other 193,036 157,975 540,686 355,989
---------- ---------- ----------- ----------
Total Revenues 918,923 776,486 2,583,485 1,714,936
---------- ---------- ----------- ----------
---------- ---------- ----------- ----------
COSTS AND EXPENSES:
Operating 733,189 692,460 1,979,752 1,462,738
General and Administrative 210,703 166,943 399,760 253,428
Depreciation 42,300 24,000 84,600 41,833
---------- ---------- ----------- ----------
Total Costs and Expenses 986,192 883,403 2,262,112 1,757,999
---------- ---------- ----------- ----------
Net Income (loss) from operations (67,269) (106,917) 119,372 (43,063)
OTHER INCOME (EXPENSES):
Interest Dividend Income, net 16,129 2,479 52,011 9,111
Gain (loss) on net sale of assets -- (14,669) -- (14,669)
Realized gain on Marketable Sec. -- -- 195,939 --
Other (Expense) (23,186) (5,730) (42,809) (14,063)
---------- ---------- ----------- ----------
Net Income (Loss) $ (74,326) $ (124,837) $ 324,514 $ (62,684)
---------- ---------- ----------- ----------
---------- ---------- ----------- ----------
Earnings (loss) per common share $(.02) $(.07) $.10 ($.04)
(See Note 7)
Weighted average common shares outstanding 3,119,246 1,684,998 3,119,246 1,659,832
(See Note 7)
Fully diluted per share earnings (See Note 7) N/A N/A $.07 N/A
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
FLORIDA GAMING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, June 30,
1995 1994
----------- -----------
<S> <C> <C>
Operating activities:
Net Income ........................................................ $ 324,515 $ (62,684)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization................................. 84,600 41,833
Loss on sale of assets........................................ -- 14,669
Realized gain on sale of marketable securities..................... (195,939) --
Decrease (increase) in -
Accounts receivable, net...................................... (10,705) (8,481)
Prepaid and other current assets.............................. (5,758) (43,587)
Other assets.................................................. (325,007) --
Inventories........................................................ 90 (19,601)
Increase (decrease) in -
Accounts payable............................................ 7,746 (3,950)
Accrued expenses............................................ (11,789) 195,277
----------- -----------
Total adjustments........................................ (456,762) 176,160
Net cash provided (used) by operating activities ($132,248) $ 113,476
Investing activities:
Proceeds from sale of assets.................................. -- 95,000
Proceeds from sales and maturities of
marketable securities......................................... 1,814,189 --
Capital Expenditures (Note 8)................................. (1,203,222) (2,898,998)
-----------
Net cash provided from (used in) investing activities......... 610,967 (2,803,998)
Financing activities:
Proceeds from payments on notes receivable.................... 5,308 7,352
Net proceeds from borrowing (Note 8).......................... 845,132 1,035,265
Repayment of borrowings....................................... (106,266) --
Repayment of margin account................................... (1,084,541)
Stockholders Equity:
Conversion of Preferred to Common and Preferred Dividend Payments -- (71)
----------- -----------
Net cash provided (used) from financing activities........... ($340,367) $1,042,546
NET INCREASE (DECREASE) IN CASH.................................... $ 138,353 ($1,647,976)
CASH AND EQUIVALENT AT BEGINNING OF YEAR........................... $1,363,174 $2,033,901
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF QUARTER........................ $1,501,527 $ 385,925
----------- -----------
----------- -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest...................................................... $79,423 $13,693
Income Taxes.................................................. -- --
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
FLORIDA GAMING CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
(1) BASIS OF PRESENTATION
The financial statements of Florida Gaming Corporation (the "Company") have
been prepared without audit for filing with the Securities and Exchange
Commission. The accompanying unaudited financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. Therefore, it is
suggested that the accompanying financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
latest annual report on Form 10-KSB.
Certain information and notes have been condensed or omitted pursuant to the
rules and regulations of the Commission. The financial information presented
herein, while not necessarily indicative of results to be expected for the
year, reflects all adjustments of a normal recurring nature, which, in the
opinion of the Company, are necessary to a fair statement of the results for
the periods indicated.
(2) SIGNIFICANT ACCOUNTING POLICIES
For purposes of these statements, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
The Company's investment in undeveloped land ($1,612,001 at June 30, 1995) is
carried at cost and is included with land under property, plant and equipment
in the balance sheet.
The Company's inventory, comprising food and beverage products and souvenirs,
is stated at the lower of cost or market.
Revenue is derived from acceptance of wagers under a pari-mutuel wagering
system. The Company accepts wagers on both on-site and ITW events. On-site
wagers are accumulated in pools with a portion being returned to winning
bettors, a portion paid to the State of Florida and a portion retained by the
Company. ITW wagers are also accepted and forwarded to the "host" facility
after retention of the Company's commissions. The Company's liability to
host tracks for ITW collections totaled $36,409 and are included in accounts
payable at June 30, 1995. Unclaimed winnings totaled $83,462 at June 30,
1995.
(3) INCOME TAXES
The provision for income taxes is based on income for financial statement
purposes. Deferred income taxes, which arise from timing differences between
the period in which certain income and expenses are recognized for financial
reporting purposes and the period in which they affect taxable income, are
included in the amounts provided for income taxes. Tax credits are recorded
as a reduction in the provision for federal income taxes in the year the
credits are utilized.
At December 31, 1994, the Company had net operating loss (NOL) carryforwards
of approximately $10,766,000 available to offset future taxable income. This
amount includes approximately $3,924,000 representing losses incurred by a
former subsidiary while it was owned by the Company. Such losses were
reattributed to the Company by agreement in accordance with Section
1.1502-20(g)(1) of the Internal Revenue Code (IRC).
These NOL carryforwards expire fifteen years from the year in which the
losses were incurred or at various intervals through fiscal 2009. However,
virtually all of the Company's NOL carryforwards which can be utilized to
offset future taxable income are limited to approximately $95,000 per fiscal
year under section 382 of the IRC. Operating losses of approximately $386,000
are not subject to the Section 382 limitation.
(4) INCOME PER COMMON SHARE
The net income (loss) per common share was calculated based upon net income
and the weighted average number of outstanding common shares (3,119,246 for
the three and six months ended June 30, 1995, respectively, 1,684,998 for the
quarter ended June 30, 1994, and 1,659,832 for the six months ended June 30,
1994). Options and warrants were included in the computations of income per
share on a fully diluted basis for the six months ended June 30, 1995.
Weighted average equivalent shares on a fully diluted basis for the six
months ended June 30, 1995 were 4,752,320 shares, consisting of 74,250
options held by two former directors, 44,000 in options held by Vice
President Ron Perella, 9,824 shares of equivalent converted Preferred Class A
Stock, 175,000 in options held by directors and an executive officer under
Nonqualified Stock Option Plans, 1,330,000 in options held by Freedom
Financial Corporation, and the 3,119,246 weighted average common shares.
Options and warrants were not considered in the computations of loss per
share for the other periods presented herein as they were anti-dilutive.
7
<PAGE>
(5) FT. PIERCE ACQUISITION
As set forth in its Report on Form 8-K dated February 1, 1994, Florida Gaming
received approval from the Florida Department of Business Regulation to
transfer the pari-mutuel permit for the Ft. Pierce, Florida, Jai-Alai and
Inter-Track Wagering facility (the "Fronton"), and also closed the purchase
transaction that date. The business consists of, among other things, live
jai-alai, inter-track pari-mutuel wagering and the sale of food and alcoholic
beverages.
Common stock issued to the seller (WJA Realty, LTD.) was valued at 2 and 3/16
(the closing price of the Company's common stock as of the transaction date).
The Company also purchased certain inventories and assumed certain
pari-mutuel liabilities to patrons as part of the transaction.
(6) PREFERRED STOCK
The Company's Class A preferred stock bears annual dividends at the rate of
$.90 per share payable in cash, property or common stock, which are
cumulative and have priority over dividends on the common stock. There were
no accrued or unpaid dividends on Class A preferred stock as of June 30, 1995
and December 31, 1994.
Each share of Class A preferred is convertible into .225 shares of common
stock at the holder's option. At June 30, 1995 and December 31, 1994, there
were 43,664 shares of Class A preferred outstanding convertible into 9,824
shares of common stock. The Class A preferred is redeemable at the option to
the Company at $10.60 per share. In the event of dissolution, the holders of
Class A preferred shall be entitled to receive $10.00 per share plus accrued
dividends, prior to any distribution to holders of commons stock. Subsequent
to the quarter ended June 30, 1995, on July 21, 1995, a preferred shareholder
exercised the conversion rights which resulted in the cancellation of 8,429
Class A preferred shares and the issuance of 1,896 common shares.
(7) RELATED PARTY TRANSACTIONS
On August 26, 1994, Freedom Financial Corporation exercised its option in
part to purchase 400,000 shares of the Company's common stock at an exercise
price of $1.25 per share. On October 12, 1994, Freedom exercised its option
to acquire an additional 300,000 shares. These purchases resulted in
approximately $875,000 in additional equity capital for the Company. Freedom
retains an option to purchase 1,330,000 shares at an exercise price of $1.25
per share. See also Note (8) Commitments and Contingencies - Casino America.
The Company has various non-qualified stock option plans and agreements which
grant options with Board approval to employees, officers, and directors.
Under each plan or agreement, the exercise price for each option granted must
be at least 100% of the fair market value of the Company's common stock on
the date the option is granted.
Under three separate agreements during fiscal 1993 the Company entered into
stock option agreements with a former director who is now vice president of
the Company and two former directors of the Company whereby the Company
granted to these individuals non-qualified options to purchase an aggregate
84,250 shares of the Company's common stock at an exercise price of $2.50 per
share. These options are currently exercisable, expire December 31, 1997,
and include certain registration rights for all shares issued upon exercise.
On April 21, 1994, the Company adopted a new Nonqualified Stock Option Plan,
subject to shareholder approval, under which options up to an amount equal to
5% of the Company's issued and outstanding shares of Common Stock can be
issued to the Company's non-director employees. On April 21, 1994, pursuant
to this plan options for 50,000 shares of Common Stock were granted to the
Company's Executive Vice-President (prior to his becoming a director) and
options for 25,000 shares were granted to the Company's Chief Financial
Officer, each with an exercise price per share of $7.50. This plan was
approved at the July 7, 1995 Annual Stockholders Meeting.
During August, 1994, the Company initiated a new stock option plan for
directors pursuant to which each current and future director will receive a
one-time grant of options of 25,000 Common Shares. Options for 150,000
shares were granted under this plan in 1994. The option prices for these
shares are the market value at the respective dates of grant (range of $5.50
to $5.75 in 1994). The options are not exercisable until one year from the
date of election to the Board. On April 28, 1995, options for 25,000 were
granted to a new director at $5.188 per common share.
On November 7, 1994, the Board of Directors granted the Company's Chief
Financial Officer an option to purchase an additional 25,000 shares of common
stock at an exercise price of $5.50 per share, exercisable one year from the
date of grant.
On April 28, 1995, the Board of Directors granted Vice President, Ron Perella,
an option to purchase an additional 19,000 shares of common stock at an exercise
price of $5.188 per share, exercisable from the date of grant. Also on April 28,
1995, the Board of Directors granted Chairman & CEO, W.B. Collett, an option
effective May 8, 1995, to purchase 300,000 shares of common stock at an exercise
price equal to mean of the high and low market price quoted on NASDAQ as of May
8, 1995 ($5.00 per share), subject to shareholder approval at the July 7, 1995,
annual shareholders meeting. Mr. Collett has not received any renumeration from
Florida Gaming since involvement with the Company in March of 1993. The Board of
Directors' intention was to compensate Mr. Collett for his efforts through these
options. The shareholders
8
<PAGE>
approved the grant to Chairman and CEO,Collett at that meeting.
(8) COMMITMENTS AND CONTINGENCIES
On May 13, 1994, American Jai-Alai, Inc. ("American Jai-Alai") filed suit in
the Circuit Court of the Fifteenth Circuit in Florida, Palm Beach County,
against the Company. American Jai-Alai alleges that in August 1993 the
Company entered into a contract with American Jai-Alai that American Jai-Alai
would manage the Fronton if the Company acquired it. American Jai-Alai
alleges that the Company and American Jai-Alai agreed to enter into a
five-year renewable management contract pursuant to which American Jai-Alai
would guarantee a $480,000 annual payment to the Company, $270,000 of the
Fronton's net operating income above $480,000 would be paid to the Company,
with American Jai-Alai receiving 25% of all net operating income above
$750,000 annually. In addition, American Jai-Alai alleges that it has a
first right of refusal if the Company desires to sell the Fronton at anytime
during the alleged management contract. American Jai-Alai also alleges that
the Company granted it an option to purchase 100,000 shares of Common Stock
at $2.50 throughout the alleged management contract, but not to exceed 1997.
In addition, American Jai-Alai alleges that the Company agreed to pay
American Jai-Alai 25% of any profit realized from the sale of the Fronton, if
such sale was not to American Jai-Alai pursuant to its alleged right of first
refusal. In the Complaint, American Jai-Alai alleges, among other claims,
breaches of fiduciary duty, breach of contract and fraud. On May 20, 1994,
counsel for American Jai-Alai stated that American Jai-Alai was exercising
its alleged right to purchase the 100,000 shares of Common Stock for $2.50.
The Company has not issued any shares of Common Stock pursuant to this
demand. The Company has filed an Answer to the Complaint and also filed a
motion to move the suit from Palm Beach County to St. Lucie County, which was
granted by the circuit court. The Company denies the allegations and believes
that this proceeding is not likely to result in an adverse judgement that is
material to the results of its operations and financial condition.
On December 16, 1994, General Realty and Finance Co. filed suit in Palm Beach
County against the Company alleging a breach of a commission agreement for
the purchase of the Ft. Pierce Jai Alai fronton. The Complaint was filed on
December 16, 1994, and a Motion to Transfer Venue was filed January 30, 1995,
seeking to have venue transferred to St. Lucie County. The Company has
previously paid out a commission to Ronald Hayes and has attempted to pay the
principal of General Realty, Ed Fielding, for a commission; Mr. Fielding
initially rejected payment. The Company denies the allegations and believes
the proceedings are not likely to result in an adverse judgement that is
material to the results of this operation and financial condition.
On October 4, 1994, the Company entered into a letter of intent dated October
4, 1994 (the "Letter of Intent") with Casino America, Inc. ("Casino
America") to form a Joint Venture (the "Joint Venture") to build and operate
a casino at the Fronton. Casino America owns and operates three riverboat
and dockside casinos located in Mississippi and Louisiana. If the Joint
Venture is formed before passage of an amendment to the Florida Constitution
to permit casino gaming at the Company's Fronton in Fort Pierce, Florida, the
Company will contribute its interest in the Fronton to the Joint Venture with
a credit to its joint venture capital account of $5,000,000. Casino America
will contribute up to $2,500,000, as needed, to construct a 100,000 square
foot indoor facility suitable for a casino or flea market. If casino gaming
is not permitted in Florida within six years, Casino America has a continuing
option to convert the money contributed to the Joint Venture to a promissory
note from the Joint Venture payable in equal payments over a ten year period
with interest at 8% per annum. If casino gaming is permitted at the Fronton
within six years, the value of the assets contributed by the Company to the
Joint Venture will be adjusted to increase the Company's capital account up
to $22,500,000. Casino America would fund its capital account on an as
needed basis up to $22,500,000. All profits and losses of the Joint Venture
will be allocated between the partners based upon capital accounts.
The Letter of Intent provides that Casino America will be the manager of the
casino and all casino-related improvements. The Company will manage the
operation of the jai-alai fronton, inter-track wagering and all other
non-casino related activities. Each corporation will receive a management
fee based on costs. The Letter of Intent provides that Casino America has
the exclusive right to enter into a Joint Venture with the Company for six
years and Casino America has a right of first refusal to enter into other
potential gaming opportunities in Florida with the Company for such period
and during the term of the Joint Venture. The formation of the Joint Venture
is subject to certain conditions, including the satisfactory completion of
due diligence by Casino America, the receipt of all required regulatory
approvals, the approval of each partner's board of directors, the execution
of a definitive joint venture agreement, and the approval of the Company's
stockholders, if required by law. The Letter of Intent provides that if no
definitive Joint Venture agreement were executed by March 31, 1995, and the
Letter of Intent was not extended by either party no later than June 30,
1995, either party could terminate discussion in connection with the Joint
Venture and neither party would have any liability to the other, except as
otherwise specified in the Letter of Intent. The Letter of Intent was
extended to July 31, 1995. No definitive Joint Venture agreement has yet
been executed and but negotiations are continuing as of this date.
Freedom Financial Corporation ("Freedom") has informed the Company that
Casino America has purchased 22,500 shares of Freedom's 7% Series AA
Mandatorily Redeemable Preferred Stock (the "Freedom Preferred Stock"). The
Freedom Preferred Stock is convertible into shares of the Company's Common
Stock owned by Freedom at prices ranging from $7.50 per share of Common Stock
to $15.00 per share of Common Stock, depending upon the timing of the
conversion and possible passage of an amendment to the Florida Constitution
permitting casino gaming at the Fronton. The Freedom Preferred Stock is
convertible into a minimum of 150,000 shares and a maximum of 300,000 shares
of the Common Stock. On October 12, 1994, Freedom purchased 300,000 shares
of Common Stock from the Company by partial exercise of its option to
purchase up to 1,630,000 shares (at that date) of the Company's Common Stock
at an exercise price of $1.25 per
9
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share. In addition to its remaining option to purchase 1,330,000 shares of
the Company's Common Stock, Freedom now owns directly 1,339,480 shares of the
Company's 3,119,246 shares of issued and outstanding Common Stock.
In connection with the purchase of certain real estate described in Note 9,
the Company issued 47,336 shares of its $.10 par value stock having a quoted
market value of $3.10 on the date of issue.
In the course of its business, the Company has had numerous discussions, and
continues to have discussions, regarding joint ventures and business
combinations related to the pari-mutuel and gaming industry, including the
acquisition of other jai-alai frontons and joint ventures with Native
American Tribes related to the operation of gaming facilities. No assurances
can be given about the likelihood or timing of any such transaction. The
Company has entered into certain arrangements with potential co-venturers to
explore possible opportunities for gaming ventures. In connection with one
such project, the Company has agreed, contingent upon another co-venturer's
procurement of approval from regulatory authorities of an application to
qualify to operate a gaming venture and of a business plan and site for the
venture, to provide up to $15 million in financing to construct a gaming
facility. The Company may terminate this arrangement upon its sole
discretion, if it determines the project is no longer feasible. There can be
no assurance that the conditions to the Company's obligations will be met.
The Company has retained consultants and other advisors to assist the Company
in the evaluation of the proposed project and has financed certain
organizational costs of the venture. These organizational costs totaled
approximately $323,000 as of June 30, 1995.
As set forth in its Report on Form 8-K dated June 21, 1995, Florida Gaming
entered into an agreement with Centrum X Corporation of Boca Raton, Florida,
which gives Florida Gaming the right of first refusal to enter into joint
ventures with Centrum X for the development and management of casinos on
Native American lands. Centrum X is a consulting firm specializing in Native
American affairs. It is principally owned by Robert Fredericks, who also
serves as its president. Mr. Fredericks has been active in the
representation of Native American tribes throughout the United States for
more than 25 years.
(9) LAND ACQUISITION
In addition to the purchase of the Ft. Pierce Jai Alai, on November 3, 1994,
the Company made three other purchases of undeveloped land during 1994. The
three purchases comprised approximately 20 acres, all of which are adjacent
to the Jai Alai property. The amounts paid for this property totaled
$529,864 including debt assumptions, cash payments,and the issuance of 47,336
shares of the Company's common stock.
In January 1995, the Company acquired an additional 79 acres of undeveloped
land adjacent to its other properties in Florida at a cost of $1,082,000
through cash payments of $237,000 and the issuance of first mortgage debt of
$845,000. The $845,000 consists of three separate mortgages with interest
rates from 8% to 9.5%, each with a balloon payment due in January, 2000. In
aggregate these balloon payments total approximately $740,000. The Company's
plans for this additional property held for future expansion are still in the
formative stages and could include the construction of a flea market and the
expansion of ITW facilities. The possibilities of billboards along the
adjacent Interstate 95 right of way, a recreational vehicle park, and a golf
driving range have also been discussed.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
On February 1, 1994, Florida Gaming Corporation (the "Company") acquired a
jai-alai and inter-track wagering facility in Ft. Pierce, Florida, (the
"Fronton"). The business consists of, among other things, live jai-alai,
inter-track pari-mutuel wagering and the sale of food and alcoholic
beverages. The total consideration for the purchase consisted of $1,500,000
cash, a ten-year promissory note in the amount of $1,000,000, secured by a
first mortgage, and 200,000 shares of the Company's common stock.
The Company has continued the program of refurbishing and remodeling the
facility, which began last year and anticipates further updating the layout
of the inter-track wagering ("ITW") areas, lobbies, restrooms and food or
beverage service areas. It is the Company's goal to provide a clean,
bright, and comfortable facility where patrons can enjoy themselves and
participate in honest gaming in a quality environment. As to live jai-alai,
it is the Company's intention to provide a balanced roster that can provide
entertainment and sport for the patron while operating within financial
parameters. While ITW will be conducted year round, management plans on
running the live jai-alai season December through April when more tourists
and winter residents are in the area.
As set forth on its Report 8-K dated June 21, 1995, Florida Gaming
Corporation announced it had entered an agreement with Centrum X, a
consulting firm in Native American affairs. This agreement contemplates
Florida Gaming and Centrum X forming joint ventures to manage class II, and
class III gaming facilities for Native American Tribes.
An important element of the Company's business plan for the Fronton is the
use of radio, including live remote broadcasts, television, billboards,
newspapers and magazines and other possible promotions. The management of
the Company also
10
<PAGE>
anticipates that it will increase the Fronton's visibility in the marketplace
by causing the Fronton to become a more integral part of the Ft. Pierce and
surrounding business and social communities through community involvement.
Through word-of-mouth and involvement in the community, the Company expects
that it will be possible to better inform the people in surrounding areas of
the pari-mutuel opportunities at the Fronton.
The Company entered into a letter of intent dated October 4, 1994 (the
"Letter of Intent") with Casino America, Inc. ("Casino America") to form a
joint venture (the "Joint Venture") to build and operate a casino at the
Fronton, if permitted by Florida law within the next six years. The Letter
of Intent provides that Casino America would be the manager of the casino and
all casino-related improvements. The Company would continue to manage the
operations of the jai-alai fronton, inter-track wagering and all other
non-casino related activities. Each corporation would receive a management
fee based on costs. The Letter of Intent provides that Casino America has
the exclusive right to enter into a Joint Venture with the Company for six
years and Casino America has a right of first refusal to enter into other
potential gaming opportunities in Florida with the Company for such period
and during the term of the Joint Venture. The formation of the Joint Venture
is subject to certain conditions, including the satisfactory completion of
due diligence by Casino America, the receipt of all required regulatory
approvals, the approval of each partner's board of directors, the execution
of the definitive Joint Venture agreement, and the approval of the Company's
stockholders, if required by law. The Letter of Intent provides that if no
definitive Joint Venture agreement were executed by March 31, 1995, and the
Letter of Intent was not extended by either party no later than June 30,
1995, either party could terminate discussion in connection with the Joint
Venture and neither party would have any liability to the other, except as
otherwise specified in the Letter of Intent. The Letter of Intent was
extended to July 31, 1995. No definitive Joint Venture agreement has yet
been executed and but negotiations are continuing as of this date.
RESULTS OF OPERATIONS -- THREE AND SIX MONTHS 1995 COMPARED WITH THREE AND
SIX MONTHS 1994
During the quarter and six months ended June 30, 1995, the Company's
operations reflect one month and four months' operation of live jai-alai
performances respectively, and a full schedule of inter-track wagering. The
live jai-alai season ended April 29, 1995, with the next season scheduled to
begin December 5, 1995 and end April 27, 1996. Because the Company acquired
the Fronton on February 1, 1994, revenues and expenses related to the
operation of live jai-alai and inter-track wagering at the Fronton for the
six months ended 1994 included only the period February 1, 1994 through June
30, 1994. The Fronton typically remains open for inter-track wagering year
round.
The Company's pari-mutuel handles for the quarter and six months ended June
30, 1995, were $5,694,385, consisting of $996,672 in live jai-alai wagering
and $4,727,713 in inter-track wagering, and $14,735,345 consisting of
$4,183,844 in live jai-alai wagering and $10,551,501 in inter-track wagering,
respectively. For the quarter and six months ended June 30, 1994, the gross
handles were $5,278,345 and $10,745,067, respectively. These consisted of
$1,117,565 in live jai-alai wagering for the quarter ended June 30, 1994, and
$4,160,780 in ITW handle. For the six months period ended June 30, 1994, the
handle on live jai-alai wagering represented $3,480,257 while the handle on
ITW for this period was $7,264,810.
The growth in handle for the quarter ended June 30, 1995 compared with June
30, 1994, was $416,000 which is attributable to growth in the ITW segment.
For the six months ended June 30, 1995, the handle increased $3,990,000, of
this growth, approximately $3,287,000, was attributable to the ITW segment.
Through the six months ended June 30, 1995, the ITW handle has increased
approximately 20.4% compared to 1994 adjusting for the January 1994 period
(when the Fronton was not operated by company). For the six months ended
June 30, 1995 compared to June 30, 1994, the gross handle on jai-alai
increased $703,587. This increase is attributable primarily to the extra
month of performances included in 1995 totals, although average handle per
jai-alai performance increased approximately 8%.
The company's pari-mutuel revenues, net of pari-mutuel taxes for the three
months and six months ended June 30, 1995, were $689,012 and $1,954,316,
respectively. This compares to $586,859 for the three months ended June 30,
1994, and $1,294,625 for the six month period ended June 30, 1994. Of the
$689,012, for the quarter ended June 30, 1995, $475,120 was attributable to
commissions on ITW, and $213,892 was attributable to live jai-alai. Of the
$586,859 in net pari-mutuel revenues for the period ending June 30, 1994,
$354,225 was attributable to commissions on ITW, and $232,634 was attributable
to live jai-ali. The $120,895 increase in ITW commissions for the quarter
ended June 30, 1995, was due to the increase in handle as indicated above, and
increase in the commission rate. This can be explained by an increase in ITW
events presented at the Fronton. Of the $1,954,316, in net pari-mutuel
revenue for the six months June 30, 1995, $1,036,065 was attributable to
commissions on ITW and $918,251 was attributable to live jai-alai. Of the
$1,294,625 in net pari-mutuel income for the six month period ended June 30,
1994, $588,349 was attributable to commissions on ITW, and $706,276 was
attributable to live jai-alai. For the six months period ended June 30, 1995,
compared to the six months period ended June 30, 1994, ITW commissions
increased approximately $447,716. This growth was attributable to the growth
in ITW handle and also an increase in commission rate and extra month of
operation. The $211,975 increase in net commission in live jai-alai was
primarily the result of decreases in pari-mutuel taxes from 7.1% to 5% and the
reduction of daily license fees on pari-mutuel games of 50%, and an extra
month of jai-alai performances included in 1995 figures.
Admissions income, net of state taxes, for the three and six months periods
ended June 30, 1995, was $36,875 and $88,483, respectively. This compares to
$31,652 and $64,322 for the three and six months periods ended June 30, 1994,
respectively. The $5,223 increase for the quarter June 30, 1995, can be
attributed to the increase in ITW business. The
11
<PAGE>
increase of $24,161 for the six month period was primarily the result of an
extra month of jai-alai performances during the six month 1995 period.
Food, beverage and other income for the three and six months period ended
June 30, 1995, was $193,036 and $540,686, respectively. These amounts
compare to $157,975, and $355,989 for the three and six months ended June 30,
1994. The $35,061 increase for the three month period ended June 30, 1995,
compared to the same period 1994 was due to scheduling more special events
i.e. boxing telecasts, radio promotions, etc. during the 1995 period. The
$184,697 increase in food, beverage and other income for the six month period
ended June 30, 1995, as compared to the same period 1994, was also due to the
scheduling of special events and the extra month of peak season jai-alai in
the 1995 period.
The Company's general and administrative expenses for the three and six
months periods ended June 30, 1995, were $210,703, and $399,760,
respectively. For the three and six months periods ended June 30, 1994,
general and administrative expenses were $166,943, and $253,428,
respectively. The $43,760 increase for the quarter ended June 30, 1995 as
compared to 1994 can be attributed to approximately $16,250 in payroll to an
assistant manager not on staff during the 1994 period, approximately $15,200
in increased marketing expenses with the balance of the increase attributable
to sundry, administrative and reporting expenses and costs. The $146,332
increase for the six months ended June 30, 1995, as compared to the six
months ended June 30, 1994, is attributed to approximately $32,000 in payroll
costs paid to the assistant manager whose position did not exist in 1994,
approximately $62,000 in increased marketing expenses, with the balance
primarily attributable to the extra month the Company owned and operated the
jai-alai fronton during 1995.
The Company's operating expenses for the three ended June 30, 1995 and June
30, 1994 were $733,189 and $692,460, respectively. Depreciation expense for
the three months ended June 30, 1995, and June 30, 1994, were $42,300 and
$24,000, respectively, for an increase of $18,300. The increase in
depreciation expense is attributable to capital improvements made during
1994. The operating expenses for the three months ended June 30, 1995,
increased $40,729 or 5.88% compared to the three months ended June 30, 1994.
The largest factor contributing to the increase was a $21,206 increase to
$41,965 in interest expense for the quarter attributable to the financing of
recent land acquisitions adjacent to the Fronton. Player costs, which include
salaries, benefits and support staff, represent a significant portion of
operational expenses. The quarter ending June 30, 1995, included one month of
such expenses totaling $144,084 compared to $147,440 for the quarter ending
June 30, 1994. Rental and service costs for totalizator wagering equipment
and satellite receiving/television equipment also represent a significant
portion of operating expenses. These expenses totaled $87,344, for the three
months ended June 30, 1995, compared to $74,459 for three months ended June
30, 1994. The $12,885 increase is attributable to an expanded ITW schedule
and equipment upgrades. Utilities expense totaled $36,289, and $27,026,
respectively, for the three months periods ended June 30, 1995 and June 30,
1994. Program costs totaling $27,988, and $29,567, respectively, are also
included in the total operating expenses for the three month periods ended
June 30, 1995 and 1994. Operating expenses for the bar, restaurant and
concessions, which include payroll costs, were $95,075, and $88,092 for the
three month periods which ended June 30, 1995 and June 30, 1994,
respectively. Operating payrolls and related costs totaled $199,616 and
$253,535 for the three month periods ended June 30, 1995 and June 30, 1994,
respectively, excluding player costs and payroll costs included in the bar,
restaurant and concessions areas. This decrease of approximately $53,900 is
attributable to a more efficient downsizing of the staff upon the conclusion
of the jai-alai season, April 29, 1995, and approximately $29,000 in savings
due to a 4% reduction in the Company's state unemployment tax rate. In
addition, operating payrolls and related costs for this period in 1994
included significant costs related to repairs and maintenance on the Fronton.
The Company's operating expenses for the six ended June 30, 1995 and June 30,
1994 were $1,979,752, and $1,462,738, respectively. Depreciation expense for
the six months ended June 30, 1995, and June 30, 1994, was $84,600, and
$41,883, respectively, for an increase of $42,767. The increase in
depreciation expense is attributable to capital improvements made during
1994, and the extra month of operation during 1995. The operating expenses
for the six months ended June 30, 1995, increased $517,014 compared to the
six months ended June 30, 1994. The largest factor contributing to the
increase was $398,608 in operating expense attributable to the month of
January operations of the Fronton during peak jai-alai season in January
1995. (In January 1994 the Company did not own or operate the jai-alai
facility.) For the six months ending June 30, 1995, player costs were
$556,751 compared to $405,023 for the six months ending June 30, 1994. Of
the $151,728 increase, approximately $130,000 was attributable to the extra
month of operation during 1995. Rental and service costs for totalizator
wagering equipment and satellite receiving/television equipment totaled
$212,176, for the six months ended June 30, 1995, compared to $152,881 for
six months ended June 30, 1994. The $59,295 increase is attributable to an
expanded ITW schedule and equipment upgrades and the extra month of operation
during the 1995 season. Utilities expense totaled $66,386, and $57,490,
respectively, for the six months periods ended June 30, 1995 and June 30,
1994. Program costs totaling $79,891, and $56,296, are also included in the
total operating expenses for the six month periods ended June 30, 1995 and
1994, respectively. Operating expenses for the bar, restaurant and
concessions which include payroll costs, were $256,493, and $188,325, for
the six month periods which ended June 30, 1995 and June 30, 1994,
respectively. Of the $68,168 increase, approximately $38,000 was
attributable to the extra month of operation in 1995, with the balance of the
increase attributable to increased food and beverage sales. Operating
payrolls and related costs totaled $523,405 and $449,604 for the six month
periods ended June 30, 1995 and June 30, 1994, respectively, excluding player
costs and payroll costs included in the bar, restaurant and concessions
areas. This increase of $73,801 is attributable to an extra month of
operation during the January 1995 period net of savings attained during the
six month period.
The Company had net interest and dividend income of $16,129 and $52,011 for the
three months and six months ended June 30, 1995, respectively. For the three
months and six months periods ended June 30, 1994, the Company had $2,479 and
$9,111, in net interest and dividend income, respectively. The $13,650 increase
for the three months period ended June
12
<PAGE>
30, 1995 as compared to the June 30, 1994 period is attributable to an increase
of funds invested in short term cash equivalent fund due to the additional
equity capital that was injected in the second half of 1994. The $42,900
increase for the six months ended June 30, 1995, compared to six month ended
June 30, 1994, is attributable to the same factors. The Company also recorded
dividend income of approximately $26,250 received on a short term investment
in bank holding company stock that was sold in the first quarter 1995.
In connection with the sale of SCOPE, the Company received a three-year
promissory note from SCOPE. On April 4, 1994, the Company sold the
promissory note, with a remaining principal balance of $109,000, to an
unaffiliated third party for $95,000. As a result of the sale of this note
at a discount, the Company recorded a one-time charge of $14,669 against
earnings in the three months and six months ended June 30, 1994. For the
three and six months ended June 30, 1995, the Company had no gain or losses
on the sale of assets.
For the three months ended June 30, 1995, the Company had no gains on the
sales of securities. The Company had a net realized gain on the sale of
securities of $195,939 for the six months ended June 30, 1995. There were no
gains on sale of securities for the three and six month periods ended June
30, 1994. The $195,939 gain resulted from the sale of bank holding company
common stock which the Company had invested in on a short term basis for a
dividend yield. These shares were purchased in December 1994 and sold in
February 1995.
Other expenses were $23,186 and $42,809, for the three and six months ended
June 30, 1995, respectively. This compares to $5,730 and $14,063, for the
three and six months ended June 30, 1994, respectively. The $23,186 and
$42,809 were legal costs paid in connection with litigation, (See note 8),
during the quarter and six months ended June 30, 1995. The $5,730 and
$14,063 for the three and six month periods ended June 30, 1994, consisted of
costs associated with the effort to put a casino referendum on the November
1994 Florida ballot.
At December 31, 1994, the Company had approximately $480,000 in net operating
loss carryforwards (net of IRC section 382 limitations due to the change of
control that occurred in March 1993). Thus there was no provision for
Federal income taxes for the quarter and six month ended June 30, 1995.
Also, net operating loss carryforwards eliminated the need for tax accrual
for the first quarter of 1994.
The Company had a net loss of $74,326, or ($0.02) per common share, for the
three months ended June 30, 1995, compared to a loss of $124,000 or ($.07)
per common share for the period ended June 30, 1994. The improvement of
$50,511 was primarily the result of factors discussed above for this most
recent quarter including the increased handle and takeout commission rate on
ITW events. The company had net income of $324,514 or $.10 per common share
for the six months ended June 30, 1995, compared to a net loss of $62,684, or
($.04) per common share for the period ended June 30, 1994. The increase in
net income of $387,198, for the six months ended June 30, 1995, was
influenced by the factors discussed above including an extra month of
wagering on both live jai-alai and ITW performances, growth in the handle and
increase in take-out or commission rate on ITW and the effects of House Bill
2813, now known as chapter 94-318, Laws of Florida which reduced the
pari-mutuel tax rate on gross jai-alai handle from 7.1 to 5% and reduced
daily license fees per game from $80 to $40.
In addition, in January 1995, the Company acquired three parcels of land
contiguous to the original Fronton property comprising approximately 79 acres
for $1,082,136. The total acreage surrounding the facility is currently
approximately 134 acres including the parking lot. The Company's plans for
this additional property held for future expansion are still in the formative
stages and could include the construction of a flea-market and the expansion
of ITW facilities. The possibilities of billboards along the Interstate 95
right of way, a recreational vehicle park, and golf driving range have also
been discussed.
LIQUIDITY AND CAPITAL RESOURCES
The balance of the Company's cash and cash equivalents at June 30, 1995, was
$1,501,527. At June 30, 1995, the Company had working capital of $1,140,841,
a decrease of $393,006 from $1,533,847 at December 31, 1994. The decrease
was primarily the result of the sale of $1.6 million in margined bank holding
company securities; although the Company booked a $195,939 gain, this
transaction resulted in an approximately $338,000 decrease in working capital
because of the decrease in leverage that occurred when the margin account was
repaid.
During the six months ended June 30, 1995, net cash used by the Company's
operating activities was $132,248. The Company's continuing operating
expenses consisted principally of office expenses, general administrative
expenses, and operating expenses associated with jai-alai and ITW operations.
Principal revenues were from net commissions on pari-mutuel wagering on live
jai-alai, commission on ITW events, and food and beverage sales. The Company
expects net cash flows from the operation of current business activities will
be adequate to meet operational needs.
During the six months ended June 30, 1995, cash flow provided from investing
activities was $610,967, the result of the $1,814,189 securities sale and net
of $1,203,222 in capital expenditures. The bulk of capital expenditures,
approximately $1,082,000, was related to the land acquisitions described
earlier.
During the six months ended June 30, 1995, cash flow used from financing
activities was $340,367. Cash flow used in financing activities consisted
primarily of the $1,084,541 repayment of the margin account and net of
approximately $845,000 in borrowings and a $100,000 repayment of principal on
the Company's note to WJA Realty. The $845,000 in
13
<PAGE>
borrowings were the result of the recent land acquisitions.
In the course of its business, the Company has had numerous discussions, and
continues to have discussions, regarding joint ventures and business
combinations related to the pari-mutuel and gaming industry, including the
acquisition of other jai-alai frontons and joint ventures with Native
American Tribes related to the operation of gaming facilities. No assurances
can be given about the likelihood or timing of any such transaction. The
Company has entered into certain arrangements with potential coventurers to
explore possible opportunities for gaming ventures. In connection with one
such project, the Company has agreed, contingent upon another coventurer's
procurement of approval from regulatory authorities of an application to
qualify to operate a gaming venture and of a business plan and site for the
venture, to provide up to $15 million in financing to construct a gaming
facility. The Company may terminate this arrangement upon its sole
discretion, if it determines the project is no longer feasible. There can be
no assurance that the conditions to the Company's obligations will be met.
The Company has retained consultants and other advisors to assist the Company
in the evaluation of the proposed project and has financed certain
organizational costs of the venture. These organizational costs totaled
approximately $323,000 as of June 30, 1995.
As mentioned earlier in this report, as set forth on its Report 8-K dated
June 21, 1995, Florida Gaming Corporation announced it had entered an
agreement with Centrum X, a consulting firm in Native American affairs. This
agreement contemplates Florida Gaming and Centrum X forming joint ventures to
manage class II, and class III gaming facilities for Native American Tribes.
Management agreements with Native American Tribes will necessitate funds for
the construction of facilities and in some cases the acquisition of lands to
be put in trust for the tribes. These funds are typically recovered from the
tribes'share of gaming profits, however, initially the Company will be
required to secure substantial capital for these activities. Currently the
Company is evaluating sources of funding including equity and debt financing.
The Company believes that its present financial condition provides adequate
capital reserves and liquidity for present operations. In addition, per the
stock purchase agreement between the Company and Freedom Financial
Corporation, Freedom may provide additional capital investment in the Company
by exercising Freedom Financial Corporation's option to purchase 1,330,000
shares of common stock of the Company.
14
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
See Note 8 to Unaudited Financial Statements contained herein.
Item 2. CHANGES IN SECURITIES.
None
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
Item 5. OTHER INFORMATION.
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
LIST OF EXHIBITS FILED.
Exhibit 27 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
During the quarter ended June 30, 1995, the Company filed a Form
8-K Current Report dated June 21, 1995, concerning Item 5, OTHER
EVENTS reporting that the Company had entered into an agreement
with Centrum X Corporation giving the Company the right of first
refusal to enter into joint ventures with Centrum X for the
development and management of casinos on Native American lands.
For more information, see Item 2 of this 10-QSB. No financial
statements were filed as part of this Form 8-K Current Report.
15
<PAGE>
FLORIDA GAMING CORPORATION
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, thereunto duly authorized.
FLORIDA GAMING CORPORATION
-------------------------------
(Registrant)
Date: August 14, 1995 By: /s/ W.B. Collett
------------------- ----------------------------
W.B. Collett Chairman of
the Board and Chief
Executive Officer
(Principal Executive Officer)
Date: August 14, 1995 By: /s/ Timothy L. Hensley
------------------- ----------------------------
Timothy L. Hensley
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3, 4 AND 5 OF THE COMPANY'S
FORM 10-QSB FOR THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,502
<SECURITIES> 0
<RECEIVABLES> 26
<ALLOWANCES> 0
<INVENTORY> 22
<CURRENT-ASSETS> 1,562
<PP&E> 5,058
<DEPRECIATION> 227
<TOTAL-ASSETS> 6,749
<CURRENT-LIABILITIES> 422
<BONDS> 0
<COMMON> 312
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<OTHER-SE> 4,172
<TOTAL-LIABILITY-AND-EQUITY> 6,749
<SALES> 0
<TOTAL-REVENUES> 2,583
<CGS> 0
<TOTAL-COSTS> 2,262
<OTHER-EXPENSES> 43
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> 325
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