<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 1998
FLORIDA GAMING CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-9099 59-1670533
(State or other (Commission File Number) (IRS Employer Identification
jurisdiction or No.)
incorporation)
3500 NW 37th Avenue
Miami, Florida 33142
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 633-6400
Not Applicable
(Former name or former address
if changed since last report.)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
(a) In accordance with an agreement dated January 1998 with Monroe's
Prestige Group, Inc. ("MPG"), a real estate development company
unaffiliated with the Registrant and based in Tampa, Florida,
effective September 8, 1998, the Registrant disposed of the land and
improvements where the Registrant's Tampa, Florida gaming operations
were located for $8.3 million in cash. The terms of the sale were
determined through arm's-length negotiations with MPG. The sale did
not include the Registrant's Tampa gaming permit which could be
available for the Registrant for possible use at a different
Hillsborough County, Florida facility.
(b) Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Pro Forma Financial Information.
The following pro forma financial information required by this Item 7(b)
is attached hereto as Exhibit 99.1 and incorporated herein by reference:
Florida Gaming Corporation Pro Forma Consolidated Balance Sheet as of
June 30, 1998 (unaudited).
Florida Gaming Corporation Pro Forma Consolidated Statements of
Operations for the year ended December 31, 1997 (unaudited).
Florida Gaming Corporation Pro Forma Consolidated Statements of
Operations for the six months ended June 30, 1998 (unaudited).
Florida Gaming Corporation Notes to Pro Forma Consolidated Financial
Statements (unaudited).
(c) Exhibits.
Exhibit 2.1 -- Agreement for Sale and Purchase of Property between Florida
Gaming Centers, Inc., City National Bank of Florida, Trustee, and Monroe's
Prestige Group, Inc., and Staack and Klemm, P.A., Escrow Agent.
Incorporated by reference to Exhibit 2.4 of
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the Form 8-K/A dated November 26, 1997. Omitted from this Exhibit 2.4, as
filed, is the Exhibit A referenced in the Agreement containing a
description of the property and the Policy of Title Insurance issued by
Ticor Title Insurance. The Registrant will furnish supplementally a
copy of such exhibit to the Commission upon request.
Exhibit 2.2 --Amendment to Monroe Prestige Group Purchase Agreement dated
April 20, 1998. Incorporated by reference to Exhibit 2 of the Form 10-QSB
for the quarter ended March 31, 1998.
Exhibit 99.1 --Pro forma financial information of the Registrant listed at
Item 7(b) of this Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FLORIDA GAMING CORPORATION
By: /s/ W. Bennett Collett
-----------------------------
W. Bennett Collett
Chairman and Chief Executive Officer
Date: September 23, 1998
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EXHIBIT 99-1
FLORIDA GAMING CORPORATION
MIAMI, FL
PROFORMA FINANCIAL STATEMENTS
UNAUDITED
INTRODUCTION AND EXPLANATION
On September 8, 1998, Florida Gaming Corporation sold and conveyed its land
and improvements which were used by the Company in its Tampa operations known
as "Tampa Jai Alai". The sale was pursuant to an agreement dated January,
1998, between the Company and Monroe's Prestige Group, Inc.("MPG"), a real
estate development company unaffiliated with the Company and based in Tampa,
Florida. The terms of the sale were determined through arms-length
negotiations with MPG. The sale did not include the Company's Tampa gaming
permit which remains available for possible use at the Company's option at a
different Hillsborough County, Florida facility.
The selling price of the real estate was $8,300,000. The Company's costs
associated with this transaction totalled $1,237,779 comprising commissions,
property taxes (both delinquent and current), legal fees, and documentation
expenses. The Company was also required to apply $3,084,465 of the proceeds
toward its related mortgage obligations to the Bank of Oklahoma.
The proforma financial statements and related notes should be read in
conjunction with:
The Company's audited financial statements and related notes as of December
31, 1997 and December 31, 1996 included in the annual reports on Form
10-KSB (NO less than 0-9099) filed by the Company under the Securites
Exchange Act of 1934, and
The notes to the proforma financial statements.
The proforma financial statements adjust the Company's historical financial
statements for the periods presented to reflect the above described real
estate sale transaction as though it had occurred at each balance sheet date
or at the beginning of the period of each statement of operations presented.
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FLORIDA GAMING CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
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(HISTORICAL) ADJUSTMENTS
FLORIDA DEBIT CREDIT
GAMING CORP SEE NOTE 3 REF PRO FORMA
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $238,831 $4,032,365 $0 D $4,271,196
ACCOUNTS AND NOTES RECEIVABLE $988,523 $0 $0 $988,523
INVENTORIES $74,002 $0 $0 $74,002
PREPAID AND OTHER $102,936 $0 $0 $102,936
--------------- ----------- ------------ ------------
TOTAL CURRENT ASSETS $1,404,292 $4,032,365 $0 $5,436,657
PROPERTY AND EQUIPMENT
LAND $12,366,434 $0 $0 $12,366,434
BUILDINGS AND IMPROVEMENTS $11,442,634 $0 ($7,415,318)A $4,027,316
FURNITURE, FIXTURES AND EQUIPMENT $2,146,472 $0 $0 $2,146,472
--------------- ----------- ------------ ------------
$25,955,540 $0 ($7,415,318) $18,540,222
LESS ACCUMULATED DEPRECIATION ($1,640,561) $0 $0 ($1,640,561)
--------------- ----------- ------------ ------------
$24,314,979 $0 ($7,415,318) $16,899,661
OTHER ASSETS
REAL ESTATE UNDER DEVELOPMENT $6,288,335 $0 $0 $6,288,335
OTHER ASSETS $390,474 $0 $0 $390,474
--------------- ----------- ------------ ------------
$6,678,809 $0 $0 $6,678,809
--------------- ----------- ------------ ------------
$32,398,080 $4,032,365 ($7,415,318) $29,015,127
--------------- ----------- ------------ ------------
--------------- ----------- ------------ ------------
</TABLE>
(CONTINUED)
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FLORIDA GAMING CORPORATION
PRO FORMA BALANCE SHEET--CONTINUED
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
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(HISTORICAL) ADJUSTMENTS
FLORIDA DEBIT CREDIT
GAMING CORP SEE NOTE 3 REF PRO FORMA
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<S> <C> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $8,128,952 ($1,033,170) $0 B $7,095,782
S/T BORROWING AND C/P OF LONG-TERM DEBT $6,344,926 ($3,084,465) $0 C $3,260,461
--------------- ----------- ---------- ------------
TOTAL CURRENT LIABILITIES $14,473,878 ($4,117,635) $0 $10,356,243
LONG-TERM DEBT $1,674,203 $0 $0 $1,674,203
STOCKHOLDERS' EQUITY
CLASS A CONVERTIBLE PREFERRED STOCK $3,443 $0 $0 $3,443
CLASS B CONVERTIBLE PREFERRED STOCK $30 $0 $0 $30
CLASS C 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK $10 $0 $0 $10
CLASS E 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK $195 $0 $0 $195
CLASS F 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK $200 $0 $0 $200
CLASS G 5% CUMULATIVE CONVERTIBLE PREFERRED STOCK $300 $0 $0 $300
COMMON STOCK $578,225 $0 $0 $578,225
ADDITIONAL PAID IN CAPITAL $39,514,405 $0 $0 $39,514,405
ACCUMULATED DEFICIT ($23,846,809) $0 $734,682 H $23,112,127)
--------------- ------------ --------- ------------
TOTAL STOCKHOLDERS EQUITY $16,249,999 $0 $734,682 $16,984,681
--------------- ------------ --------- ------------
$32,398,080 ($4,117,635) $734,682 $29,015,127
--------------- ----------- --------- ------------
--------------- ------------
($8,150,000) ($8,150,000)
----------- -----------
----------- -----------
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
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FLORIDA GAMING CORPORATION
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
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(HISTORICAL) ADJUSTMENTS
FLORIDA DEBIT CREDIT
GAMING CORP SEE NOTE 3 REF PRO FORMA
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES
PARI-MUTUEL REVENUES $16,850,905 ($5,415,379) $0 F $11,435,526
ADMISSIONS INCOME $499,591 ($251,822) $0 F $247,769
PROGRAMS, FOOD, BEVERAGE AND OTHER $3,050,399 ($1,403,226) $0 F $1,647,173
CARD ROOM INCOME $500,158 ($420,053) $0 F $80,105
OTHER $674,853 $0 $0 $674,853
------------- ------------ ----------- -------------
TOTAL REVENUES $21,575,906 ($7,490,480) $0 $14,085,426
EXPENSES
OPERATING ($18,280,599) $0 $6,985,039 F ($11,295,560)
GENERAL AND ADMINISTRATIVE ($6,421,955) $0 $1,627,756 F,G ($4,794,199)
DEPRECIATION AND AMORTIZATION ($736,349) $0 $158,573 E ($577,776)
MISCELLANEOUS $0 $0 $0 $0
------------- ------------ ----------- -------------
TOTAL OPERATING EXPENSE ($25,438,903) $0 $8,771,368 ($16,667,535)
------------- ------------ ----------- -------------
LOSS FROM OPERATIONS ($3,862,997) ($7,490,480) $8,771,368 ($2,582,109)
OTHER INCOME (EXPENSE)
INTEREST AND DIVIDEND INCOME $280,830 $0 $0 $280,830
OTHER, NET ($512,076) $0 $0 ($512,076)
------------- ------------ ----------- -------------
NET LOSS ($4,094,243) ($7,490,480) $8,771,368 ($2,813,355)
------------- ------------ ----------- -------------
------------- ------------ ----------- -------------
LOSS PER COMMON SHARE ($0.80) ($0.55)
------------- -------------
------------- -------------
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
<PAGE>
FLORIDA GAMING CORPORATION
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(HISTORICAL) ADJUSTMENTS
FLORIDA DEBIT CREDIT
GAMING CORP SEE NOTE 3 REF PRO FORMA
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES
PARI-MUTUEL REVENUES $9,229,207 ($2,677,164) $0 F $6,552,043
ADMISSIONS INCOME $221,924 ($110,116) $0 F $111,808
PROGRAMS, FOOD, BEVERAGE AND OTHER $2,322,628 ($905,955) $0 F $1,416,673
CARD ROOM INCOME $395,431 ($236,872) $0 F $158,559
------------ ------------ ---------- ------------
TOTAL REVENUES $12,169,190 ($3,930,107) $0 $8,239,083
EXPENSES
OPERATING ($8,536,589) $0 $3,470,394 F ($5,066,195)
GENERAL AND ADMINISTRATIVE ($4,515,414) $0 $ 640,588 F,G ($3,874,826)
DEPRECIATION AND AMORTIZATION ($493,879) $0 $ 120,004 E ($373,875)
MISCELLANEOUS ($36,178) $0 $0 ($36,178)
------------ ------------ ---------- ------------
TOTAL OPERATING EXPENSE ($13,582,060) $0 $4,230,986 ($9,351,074)
------------ ------------ ---------- ------------
LOSS FROM OPERATIONS ($1,412,870) ($3,930,107) $4,230,986 ($1,111,991)
OTHER INCOME (EXPENSE)
INTEREST AND OTHER INCOME $514,368 $0 $0 $514,368
------------ ------------ ---------- ------------
NET LOSS ($898,502) ($3,930,107) $4,230,986 ($597,623)
------------ ------------ ---------- ------------
------------ ------------ ---------- ------------
LOSS PER COMMON SHARE ($0.18) ($0.12)
------------ ------------
------------ ------------
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
<PAGE>
EXHIBIT 99-1
FLORIDA GAMING CORPORATION
MIAMI, FL
NOTES TO PROFORMA FINANCIAL STATEMENTS
UNAUDITED
(1) The accompanying proforma financial statements adjust the Company's
historical financial statements for the periods presented to reflect the
above described real estate sale transaction as though it had occurred at
each balance sheet date or at the beginning of the period of each statement
of operations presented.
(2) Proforma loss per share for the periods presented has been computed based
on the weighted average number of common shares outstanding for the
respective statements of operations periods.
(3) The following adjustments have been made to give proforma effect to the
transaction described in the introduction:
(A) The Company's cost of the Tampa land and improvements, less
accumulated depreciation on buildings and fixtures totalled
approximately $7,415,318 at June 30, 1998. This adjustment eliminates
that basis from the Company's June 30, 1998 balance sheet at that
date.
(B) Accrued real estate taxes on the Tampa property totalled approximately
$1,033,170 at the balance sheet date. The Company had recorded these
taxes as an expense in the related accrual period. The accrued taxes
were paid in full at the closing. Accordingly, this adjustment
eliminates the accrued expense from the Company's June 30, 1998
balance sheet.
(C) The Company's Tampa real estate was encumbered by a mortgage note
payable to the Bank of Oklahoma (See Notes to the Company's 1997
Financial Statements). To allow a partial release of the mortgage
which includes the remainder of the Company's real estate, the Bank of
Oklahoma required a payment of $3,084,465. This adjustment serves to
reduce the Company's recorded obligation under the mortgage note
payable.
(D) This adjustment records the cash proceeds to the Company from the sale
of its Tampa land and improvements after closing costs and settlement
of the debts described above (mortgage, real estate taxes, liens,
etc.)
(E) Depreciation expense for the periods presented would have been reduced
to the extent of the depreciation recorded on the buildings and
fixtures disposed in this transaction. This adjustment eliminates the
depreciation charge recorded on the Tampa facilities.
(F) The sale of the Tampa Jai Alai facilities effectively terminates the
Company's gaming operations in Tampa, notwithstanding the fact that
the Company retained a permit to conduct similar gaming operations in
Hillsborough County, Florida. This adjustment recognizes the
termination of Tampa gaming operations and reduces the Company's
recorded income and expenses associated with the Tampa operation for
the respective periods.
(G) The Company's payment on its mortgage note payable to the Bank of
Oklahoma described in (C) above will reduce the Company's interest
expense under the note. The note bears interest at prime floating.
This adjustment includes an estimated reduction in interest expense of
$250,000 annually.
(H) The Company's gain on the disposition of the Tampa facility totalled
$734,682. This adjustment records the gain in the Company's
Accumulated Deficit account
