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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _____________________.
COMMISSION FILE NO.: 0-25244
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TRANS WORLD GAMING CORP.
(Exact name of registrant as specified in its charter)
NEVADA 13-3738518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PENN PLAZA, SUITE 1503
NEW YORK, NY 10119-0002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 563-3355
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
WARRANTS TO PURCHASE COMMON STOCK
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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 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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. / /
The issuer's revenues for the year ended December 31, 1997 were
$6,901,000.
As of March 30 1998, 3,044,286 shares of Common Stock of the Registrant
were deemed outstanding, and the aggregate market value of the Common Stock of
the Registrant as of that date (based upon the closing price of the Common Stock
at that date as reported by the OTC Bulletin Board, excluding outstanding shares
beneficially owned by directors and executive officers, was approximately
$1,583,000.
Portions of the Registrant's proxy statement, dated April 19, 1998 for the
Annual Meeting of Shareholders to be held May 26, 1998 (the "1997 Proxy
Statement"), are incorporated by reference into Part III of this Report, to the
extent specific pages are referred to herein.
Transitional Small Business Disclosure Format (check one; YES / / NO /X/)
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The purpose of this Form 10-KSB/A is to revise certain information set
forth in the Form 10-KSB for the fiscal year ended December 31, 1997 in Item 6:
Management's Discussion and Analysis or Plan of Operation as filed with the
Securities and Exchange Commission on March 30, 1998. Item 6, as revised, is
set forth below:
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Form 10-KSB contains certain forward-looking statements. For this purpose,
any statements contained in this Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will", "expect," "believe,"
"anticipates," "estimates," or "continue" or comparable terminology are intended
to identify certain forward-looking statements in this and other sections of the
Form 10-KSB These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, including those set forth in the section below entitled "Important
Factors to Consider."
The following discussion and analysis relates to the financial condition and
results of operation of the Company for the two years ended December 31, 1997.
This information should be read in conjunction with the Company's Consolidated
Financial Statements and notes appearing elsewhere herein. All amounts in the
following discussions have been rounded to the nearest thousand except where
indicated.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1997 1996
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(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C>
Revenue $ 6,901 $ 6,655
Pre-Tax Income/(Loss) 80 (12,440)
Net Income/(Loss) 80 (12,760)
Earnings/(Loss) per share - Basic $0.03 $(5.02)
Earnings/(Loss) per share -
Assuming Dilution $0.02 $(5.02)
Weighted Average Common Shares
Outstanding 3,044,286 2,544,286
</TABLE>
FISCAL YEAR ENDED DECEMBER 31, 1997 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1996
REVENUES
Net revenues from the Company's video poker operations (defined as those amounts
remaining with the Company after payment of winnings and state gaming taxes)
from the Gold Coin and the Toledo Palace were $4.1 million for the year ended
December 31, 1997, representing an increase of $.2 million or 6% as compared to
the prior year ended December 31, 1996. At the Woodlands, the Company derived
revenues amounting to $2.7 million for the year ended December 31, 1997
primarily from the sale of fuel, representing a decrease of $.1 million or 2%
over the prior year's total of $2.8 million. Net revenues from the Tottenham &
Co. subsidiary of approximately $57,000 and from MATS of approximately $27,000
were generated in 1997 revenues which did not occur in 1996.
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COST OF REVENUE
Cost of revenue, which consists of the direct cost of operating both the Gold
Coin and the Toledo Palace, primarily in the areas of labor, security, and
general office expenses on a 24-hour, 7-day schedule, were $1.1 million in 1997,
virtually unchanged from the prior year ended December 31, 1996. The cost of
revenue at the Woodlands was $2.3 million ($1.8 million of which was the cost of
fuel) in 1997 as compared to $2.4 million ($1.9 million of which was the cost of
fuel) in 1996, due to the decreased fuel sales at the truck stop.
EXPENSES
Selling, general and administrative expenses were $2.2 million in 1997
representing a 22% increase over 1996. This increase is primarily attributable
to the Tottenham & Co. and MATS operations which started in 1997. The Company
incurred costs for Tottenham & Co. of approximately $414,000 (primarily labor
and related costs $135,000, travel $89,000 and office costs $103,000) and
approximately $163,000 in costs for MATS (primarily labor and related costs
$102,000, travel $23,000 and office costs of $35,000) which did not occur in
1996.
Amortization and depreciation decreased from $1.1 million in 1996 to $.3 million
in 1997 due primarily to the write-off of assets in the fourth quarter of 1996
resulting from the Voter Mandate (See Item 1 - "Description of Business").
Interest expense for the year ended December 31, 1997 was $.8 million compared
to $1.1 million for the year ended December 31, 1996. The decrease is due to a
one-time interest charge of approximately $416,000 in the second quarter of 1996
relating to the issuance of 499,875 warrants issued in connection with certain
bridge financings which did not recur in 1997 (See Form 10-KSB for the year
ended December 31, 1996, Item 6 - "Management's Discussion and Analysis or Plan
of Operation - Liquidity and Capital Resources").
EARNINGS/(LOSS)
The Company generated net earnings of approximately $80,000 for the fiscal year
ended December 31, 1997 as compared to a net loss of $12.8 million in fiscal
year ended December 31, 1996. The 1996 results include an impairment loss of
$11.4 million which did not recur in 1997. (See Item 1 - "Description of
Business").
LIQUIDITY AND CAPITAL RESOURCES
The level of cash decreased by $291,000 for the twelve months ended December 31,
1997, due primarily to four scheduled quarterly repayments of the Prime Note
totaling approximately $1,150,000 offset by net financing proceeds and
investments of approximately $42,000 and cash flows from operating activities of
approximately $821,000.
The Company's obligation due to Prime in connection with the December 1994
acquisition of the Gold Coin, evidenced by a three-year promissory note in the
original principal amount of $3.0 million, and secured by the Company's
Sub-lease with Prime for the Gold Coin premises, was paid in full at maturity on
December 23, 1997.
On June 11, 1997, TWG and Value Partners, Ltd., a Texas limited partnership
("Value Partners"), executed a loan agreement under which TWG borrowed $350,000.
This loan is evidenced by an unsecured Senior Promissory Note (the "Value
Partners Note") in favor of Value Partners, for $350,000 due June 11, 1998, with
simple interest at the rate equal to the lesser of 17% per annum or the highest
rate then allowed by applicable law.
TWG has agreed to make payments on the Value Partners Note by paying to Value
Partners each quarter an amount equal to 40% of the cash received from the Boxer
Casino located in the Azerbaijan Republic during each such quarter See Item 1 -
"Description of Business". Payment will be applied first to unpaid fees and
expenses of Value Partners arising in connection with the Value Partners Note,
next to unpaid interest, and then to unpaid principal. If such amount is zero
or a negative number, no payment will be due on the Value Partners Note for such
quarter. This provision does not, however, waive TWG's obligation to make any
other payments on the Value Partners Note, including specifically the balance
due on June 11, 1998, the final maturity date. The Value Partners Note may be
prepaid without penalty, upon written affirmative and negative covenants
including, with respect to the former, provision of quarterly financial
statements and, with respect to the latter, restrictions on incurring senior
debt or disposing of assets. The Company used a portion of the proceeds of the
Promissory Note (as defined below), to repay the Value Partners Note in full on
October 29, 1997 and to fund the start-up of the Boxer Casino (as defined
below).
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On October 29, 1997, TWG and Value Partners executed a loan, which was amended
on December 19, 1997, (the "First Amended Loan Agreement") under which TWG has
the ability to borrow up to $4,125,000. This loan is evidenced by a Senior
Secured Promissory Note (the "Promissory Note") in favor of Value Partners for
up to $4,125,000 due December 1, 1998 bearing simple interest at the rate of
12%. Under the terms of the loan agreement, Value Partners is entitled to
warrants to purchase shares of TWG common stock (the "Warrants") equal to .1714
Warrants for each dollar advanced to TWG to a maximum of 707,025 warrants. The
warrants have an exercise price of $.50 per share and expire on December 31,
1999. As of February 23, 1998, Value Partners has advanced a net amount of
approximately $1,288,000 ($2,088,000 advanced less $800,000 in repayments),
comprised of the following:
(a) On October 28, 1997, Value Partners advanced $821,000 representing a
refundable escrow deposit in connection with TWG's proposed
acquisition of the Casino de Zaragoza ("CDZ") a company that holds an
exclusive casino license in Zaragoza, Spain a region of Aragon (the
"Zaragoza Transaction"). The Zaragoza Transaction was not
consummated, and as a result, approximately $800,000 (net of bank fees
and currency exchange) was returned to Value Partners on December 21,
1997.
(b) On October 29, 1997, Value Partners advanced approximately $407,000 to
TWG which amount was used to repay the Value Partners Note of $350,000
plus accrued interest of $23,000 with the balance of $34,000 used by
TWG for working capital purposes.
(c) On December 22, 1997, Value Partners advanced $335,000 to TWG which
amount was used to pay the final scheduled quarterly payment under the
Prime Note of approximately $292,000 on December 23, 1997; the balance
of $43,000 used by TWG for working capital purposes.
(d) On January 15, 1998, Value Partners advanced $525,000 to TWG which
amount was used as a deposit on the Czech Transaction.
The Company has issued 220,760 Warrants in connection with the funds transfer as
part of the First Amended Loan Agreement through March 18, 1998. The Company
expects to limit its borrowing of the $4,125,000 credit facility to
approximately $1,288,000, not including the Bishkek Note described below.
On March 19, 1998, the Company and Value Partners executed a Lenders Waiver and
Option Agreement (the "Waiver") under which the Company borrowed $250,000 to
fund the acquisition of the Bishkek Casino (the "Bishkek Note"). See Item 1 -
"Description of Business", and "Acquisition Agreements - Bishkek Agreement".
The Bishkek Note, which was funded on March 24, 1998, bears interest at 12% per
annum and Value Partners was issued 104,225 warrants to purchase the Company's
Common Stock at an exercise price of $.01 per share which expire on March 31,
2008. Under the terms of the Bishkek Note, the Company will repay the principal
and accrued interest in twelve monthly installments starting May 1, 1998 from
the Company's 60% share of the operating profits of the Bishkek Casino.
On December 29, 1997, TWG engaged the services of Libra Investments, Inc., Los
Angeles, California ("Libra"), to act as the Company's exclusive financial
advisor and placement agent in connection with the issuance and sale by TWG (and
certain wholly owned subsidiaries) of up to $17 million aggregate gross proceeds
of senior debt securities and warrants of TWG (the "Private Placement"). The
$17 million principal amount of Senior Secured Notes (the "Notes") will carry
interest at 12% per annum payable semi-annually in cash and mature on March 31,
2005. The Notes will be senior obligations of TWG and will rank PARI-PASSU with
Company's other outstanding unsecured and unsubordinated indebtedness. In
addition, TWG will issue warrants to purchase approximately 7.4 million shares
of TWG Common Stock (the "Libra Warrants") representing 40% of the Company's
fully diluted Common Stock. The Libra Warrants will have an exercise price of
$.01 per share and expire on or about April 1, 2008. The proceeds of the
Private Placement will be used to purchase and fund improvements of the Czech
Transaction ($12.6 million), retire the Promissory Note ($1.3 million), pay fees
and expenses of the Private Placement ($1.4 million) and for working capital
($1.7 million).
As of December 31, 1997, the principal amount of the Company's indebtedness
under Senior Bonds issued in connection with a private placement of debt and
warrants completed in the second quarter of 1996 (See Form 10-QSB for the
quarter ended June 30, 1996, Item 6 - "Management's Discussion and Analysis or
Plan of Operation - Liquidity and Capital Resources" was $4.8 million. The
Senior Bonds mature on June 30, 1999 and may be converted into TWG Common Stock
at $2.50 per share through June 30, 1998 and $3.125 per share from July 1, 1998
to June 30, 1999. The Company and the holders of the Senior Bonds (the
"Bondholders") are negotiating to amend the terms of the Senior Bond as
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follows: (i) between May 1, 1998 and June 30, 1999 the Company will use the
cash flow from the Company's operations in Louisiana to pay off the debt; (ii)
the Bondholders will agree to convert the obligation to a cash flow note and to
extend the maturity of the Senior Bonds will be to December 31, 2005; (iii) the
conversion feature of the Senior Bonds will be eliminated; and (iv) the
Bondholders will receive warrants to purchase 3,200,000 shares of TWG common
stock at an exercise price of $1.50 per share which will expire on June 30,
2008. In addition, approximately 1.6 million Warrants will be issued under the
terms of the Baker Warrants. (See Item 1 - "Description of Business") under the
anti-dilution requirement of the June 1996 Baker Bridge. (See Item 6 - Form
10-KSB for the fiscal year ended December 31, 1996, "Management's Discussion and
Analysis or Plan of Operation - Liquidity and Capital Resources".) The Baker
Warrants will be modified, among other things, to exclude any anti-dilution
provisions beyond March 31, 1998. The amendment is contingent upon the
successful completion of the Private Placement.
The Company believes that, although there can be no assurance, the net proceeds
from the Private Placement and existing cash flow from current operations
(assuming the closing of the Stock Purchase Agreement) will be sufficient to
satisfy its liquidity and capital requirements for the next twelve months. If
the Private Placement is not completed and if the Senior Bonds are not amended,
the Company will require additional financing to meet its obligations.
Notwithstanding the Private Placement, the Company will also require financing
to complete the construction of the third casino in the Czech Transaction, See
Item 1 - "Description of Business". The Company's ability to obtain additional
financing may be limited for a number of reasons, including the fact that a
substantial portion of the Company's assets are subject to liens. There can be
no assurance that such financing will be available on terms favorable to the
Company or at all.
PLAN OF OPERATIONS
The Company intends to continue operating the Gold Coin and the Toledo Palace as
they are presently being operated; however, the Company has made available for
sale its Woodlands property where the Toledo Palace is located.
The Voter Mandate in certain parishes in Louisiana in November 1996, ordered the
closing of all video poker operations in such parishes by June 30, 1999. As a
result of the Voter Mandate, the Company must close both the Gold Coin and the
Toledo Palace no later than June 30, 1999. As of December 31, 1997, the Gold
Coin and the Woodlands, including the Toledo Palace operations, accounted for
virtually all of the Company's annual revenues. Currently, the Company is
seeking to develop or acquire interests in gaming operations at other locations
including the Czech Republic and Bishkek (See Item 1 - "Description of Business,
Future Operations") so that the Company will generate positive cash flow by
1999; however, there can be no assurance that the Company will be able to
develop or acquire any such new operations by June 1999, at which time certain
video poker operations in Louisiana, including the Company's operations at Gold
Coin and the Toledo Palace, must be terminated. If the Company is not
successful in developing or acquiring interests in gaming operations at
locations outside Louisiana, the closings of the Gold Coin and Toledo Palace
would have a material adverse effect on the Company, its revenues and its
overall financial condition.
YEAR 2000 CONVERSION
The Company does not believe that the Year 2000 Conversion, as it relates to
computer applications that perform date intensive calculations beyond December
31, 1999, will have a material adverse effect on the Company's operation.
IMPORTANT FACTORS TO CONSIDER
ACCUMULATED DEFICIT; OPERATING LOSSES; QUALIFIED AUDIT OPINION
On December 31, 1997, the Company had an accumulated deficit of approximately
$13.2 million and a working capital deficit of approximately $.9 million. For
the fiscal year ended December 31, 1997, the Company generated net income of
approximately $.1 million and for the fiscal year ended December 31, 1996, the
Company incurred a net loss of approximately $12.8 million which resulted
primarily from an $11.4 million impairment of assets accounting charge under
FASB No. 121 relating to the referendum to discontinue video poker described
above. The ability of the Company's U.S. operations to achieve profitability
depends upon the successful operation of gaming establishments at the Lafayette
and DeRidder locations and the diversification of its operations into other
locations or lines of business. There can be no assurance that the Company will
achieve profitability as a result of these operations or otherwise. The
Company's auditors, Pannell, Kerr, Forster, PC, issued the following going
concern opinion in their report dated
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February 25, 1998 for the fiscal year ended December 31, 1997. The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in the preceding paragraph,
there is no assurance that the current operations will continue and be
sufficient to generate cash flows or working capital to fund operations and to
meet debt service payments. This raises substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. However, as more fully described in note 10, the Company has
executed definitive agreements relating to the acquisition of two operating
casinos in the Czech Republic and a private placement of debt securities to
raise $17 million, and, has an agreement in principle with respect to the
restructuring of its debt, all of which are scheduled to close on March 31,
1998. Management believes that these transactions will provide sufficient cash
flow to fund operations and meet debt service payments as they become due.
OBLIGATION TO PRIME PROPERTIES; POSSIBLE LOSS OF SUB-LEASE FOR GOLD COIN
On December 22, 1994, the Company acquired from Chrysolith and Prime, which
leases a truckstop in which the Gold Coin is located from National, certain
rights including an 18 year sub-leasehold interest, subject to the terms of an
Over-lease between Prime, as lessee and National, as lessor. Should this
Over-Lease be terminated, the Company could lose all of its rights under the
Sub-lease and Prime would lose its establishment license for video poker in the
State of Louisiana. The Company acquired from Prime the right to a 50% interest
in the profits of the Gold Coin under the terms of the Prime Agreement under
which the Company agreed to pay a total of $6.0 million for such profit
interest. The Company's obligation under the Prime Agreement due to Prime is
evidenced by the Prime Note, the final installment of which was paid in full on
December 23, 1997. On November 10, 1997, the Company was advised that on October
16, 1997, National placed Prime on notice that its rights to occupy the 76 Plaza
(where the Gold Coin is located) was to terminate on January 23, 1998, due to an
alleged breach by Prime of the Over-Lease. The Company believes that the
alleged default by Prime may be due, in part, to the failure of Prime to pay
certain sums due to National under the Over-Lease. Consequently, on December
23, 1997, the Company filed a Petition for Concursus in the 15th Judicial
District Court, Lafayette Parish, Louisiana, Case No. 976174-D and paid the
final payment of $292,000 into the registry of the court, protesting that such
sum is actually due and owing based on the alleged breach of the Over-Lease by
Prime. On or about December 30, 1997, the Company received notice from Prime
that Prime (which was not aware of the Petition for Concursus) considered the
Company in default of the Sub-lease for the Gold Coin premises and demanded that
the Company pay to Prime an amount equal to approximately $299,513 on or before
January 7, 1998 to cure this alleged default. Upon receipt of this
correspondence, the Company contacted counsel for Prime and made him aware of
the Company's prior filing. On or about January 19, 1998, Prime filed in United
States District Court, Western District of Louisiana, Case No. CV98-0076L-0, a
Complaint for Damages and Violation of the Petroleum Marketing Practices Act
against National alleging breaches by National in the franchise agreement
between Prime and National and seeking to enjoin National from terminating the
Over-Lease. On or about January 21, 1998, Prime filed a Voluntary Petition in
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Louisiana, Case No. 98BK-50087, listing
National as the holder of an unsecured claim of approximately $500,000. The
Company has engaged counsel and intends to intervene in this action in order to
protect its rights under the Prime Agreement and Sub-lease.
POSSIBLE LOSS OF SUB-LEASE FOR GOLD COIN DUE TO TERMINATION OF OVER-LEASE
As noted above, the Sub-lease for the Gold Coin is subject to the terms and
conditions of the Over-Lease between Prime and National. Although National
is aware of the Company's use of the Gold Coin facilities, National has not
yet granted its written consent to the Sub-lease, as required by the
Over-Lease. The Over-Lease expires September 30, 1999, subject to the right
of Prime to extend the term for up to five successive three-year periods.
Prime is not contractually obligated to the Company to exercise its right to
extend the Over-Lease at the end of its term or any renewal term. In
addition, National has the right to terminate the Over-Lease under certain
circumstances, including if Prime defaults, under the terms of the
Over-Lease, or if Prime does not renew a franchise relationship between
National and Prime. The termination of the Over-Lease upon the expiration of
its terms (or any renewal term), or as a result of a breach by Prime or
otherwise, will result in the termination of the Company's sub-lease for the
Gold Coin gaming facility premises, and any such termination would have a
materially adverse effect on the U.S. operations of the Company.
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TERMINATION OF LOUISIANA OPERATIONS IN 1999; NEED TO DIVERSIFY
In November 1996, residents in 35 parishes in Louisiana, including the two
parishes in which the Gold Coin and the Toledo Palace are located, voted to
discontinue video poker effective June 30, 1999. The Company is currently
involved in litigation to overturn the voter referendum. See Item 3 - "Legal
Proceedings." No assurances can be given that such litigation will be
successful. At this time, the Company has no U.S. gaming operations other than
the Gold Coin and the Toledo Place. The Company is currently seeking to develop
or acquire interests in gaming operations at other locations; however, there can
be no assurance that the Company will be able to develop or acquire such new
operations by that time.
TAXATION OF GAMING OPERATIONS
Gaming operators are typically subject to significant taxes and fees in addition
to federal and state corporate income taxes, and such taxes and fees are subject
to increase to any time. Any material increase in these taxes or fees would
adversely affect the results of operations of the Company. Under Louisiana law,
approximately 32.5% of gaming revenues (after payout of winnings) generated by
the Gold Coin and the Toledo Palace is payable as gaming taxes to the State of
Louisiana, and there can be no assurances that tax rates, fees or other payments
to the State applicable to the Company's gaming operations will not be increased
in the future.
POSSIBLE LOSS OF ESTABLISHMENT LICENSE
Effective January 1, 1996, in order for the maximum of 50 VLTs to be operated at
a truck stop location in Louisiana, the truck stop must meet certain
requirements relating to its operation as a truck stop, including the operation
of a 24-hour restaurant, the availability of mechanic services 24 hours/7 days a
week, paved parking for at least 50 18-wheeled vehicles and the sale of at least
100,000 gallons of fuel per month, of which 40,000 gallons must be diesel fuel.
The Company believes that Woodlands although for business reasons the Company
has decided to install only 33 VLTs and the 76 Truck Plaza, at which the Gold
Coin is located, currently satisfy these requirements. The failure of either
location to meet the standard for maintaining a qualified truck stop could cause
the number of VLTs permitted to be operated at such location to be decreased or
eliminated, which could have a material adverse impact on the revenue of the
Company. Moreover, if Prime (which operates the 76 Truck Plaza at which the
Gold Coin is located) or the Company (which operates the Woodlands) loses its
fuel franchise for any reason, the truck stop would no longer qualify as a site
for a gaming establishment.
DEPENDENCE UPON KEY PERSONNEL
The Company's ability successfully to implement its strategy, manage the Czech
Casinos if acquired and maintain a competitive position will depend in a large
part on the ability of Andrew Tottenham, the Company's President and Chief
Executive Officer. Mr. Tottenham is a well-known international gaming
consultant and provides the Company with an extensive network of worldwide
contacts in the gaming industry, as well as experience and expertise in
international casino development, marketing and management. The Company may
also be highly dependent upon other key employees, casino managers and
consultants whom the Company may retain from time to time. Although Mr.
Tottenham has an employment agreement with the Company that continues for an
additional four years, there can be no assurances that the Company will be able
to continue to retain Mr. Tottenham or any of such other personnel.
NEED FOR ADDITIONAL FINANCING
The Company believes, although there can be no assurance, that existing cash,
together with anticipated cash flows from operations, and the net proceeds of
the Private Placement will be sufficient to satisfy its liquidity and capital
requirements for the next twelve months. After twelve months, the Company may
require additional capital in particular, after June 1999 when its operations in
Louisiana will be required to close to fund operations and growth opportunities.
If such additional financing is not available, this would have a materially
adverse effect on the financial condition and operations of the Company. The
Company may require additional financing for acquisition of other gaming
businesses when and if the opportunity to acquire such businesses arises and for
the construction of the third Czech casino assuming the Czech Transaction is
completed, (See Item 1 - "Description of Business"). The Company's ability to
obtain additional financing may be limited for a number of reasons, including
the fact that a substantial portion of the
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Company's assets are subject to liens. There can be no assurance that such
financing will be available on terms favorable to the Company or at all.
LICENSING AND REGULATION
The Company's operations are subject to regulation by each jurisdiction in which
it operates or plans to operate business, as well as federal laws and the laws
of any foreign country. Each of the Company's officers, directors, managers
and principal stockholders, as well as persons who have more than a 5% income or
profit interest in, or who exercised significant influence over the activities
of, the Company will be subject to strict scrutiny and approval from the gaming
commission or other regulatory body of each jurisdiction in which the Company
may conduct gaming operations. The Company has not been, and cannot be,
licensed in Louisiana to directly own or operate VLTs because of the residency
requirements for such a license. The ownership, operations and management of
the VLTs at the Gold Coin and the Toledo Palace have been undertaken by
Chrysolith, a video machine operator licensed in the State of Louisiana. If
Chrysolith's licenses are revoked, not renewed or are otherwise impaired, the
Company would either have to enter into an agreement with another Louisiana-
licensed VLT operator, or terminate gaming operations at the locations at which
Chrysolith owns, operates and maintains VLTs. There can be no assurance that
the Company could enter into an agreement with another Louisiana-licensed
VLT operator expeditiously or on acceptable terms, if at all. In such event,
and if it were unable to do so, the Company's operations and financial
condition would be materially adversely affected.
The failure to obtain any license for properties upon which the Company plans to
operate or manage a gaming establishment in the future would have a materially
adverse effect on the Company's business. Obtaining required licenses can be
time consuming and costly with no assurance of success. In addition, the
Company is subject to changes in the laws of the jurisdictions in which it
operates, which could materially limit the Company's ability to conduct business
profitably. In the event that a required license is not granted for any
particular location, the Company's options would include effecting a transfer of
substantially all of its related gaming assets to a different location or
selling its interest in the gaming operations at that location to a third party.
There can be no assurance that the Company would be able to relocate gaming
assets or sell its interests on acceptable terms or at all, and the inability to
do so would have a materially adverse effect upon the business and prospects of
the Company.
COMPETITION
The Company faces a high degree of competition from a large number of
participants in the gaming business. The Gold Coin and the Toledo Palace
compete with numerous existing and proposed gaming operations in Louisiana and,
to a lesser extent, adjacent portions of Mississippi, including truck stop sites
which contain VLTs, comprehensive land-based and riverboat casinos, Native
American gaming ventures and other forms of legalized gambling. In addition,
under Louisiana law racetracks and off-track betting parlors may install an
unlimited number of VLTs, and establishments with alcoholic beverage licenses,
such as restaurants and bars, as well as hotels, are eligible to apply for a
license to operate up to three VLTs. Many of the Company's competitors and
potential competitors have greater financial and marketing resources, have
significantly more experience in operating gaming facilities, operate a greater
number and variety of gaming facilities, and have better sites, than the Company
does. The Company believes that competition in the gaming industry is based on
the quality and location of gaming facilities, the effectiveness of marketing
resources and customer service and satisfaction. There are four gaming
operations within five miles of the Gold Coin and one gaming operation within
five miles of the Toledo Palace, all of which contain 50 VLTs. There are also
numerous restaurants, bars and hotels located near the Gold Coin, which are
limited to three VLTs each. As of January 1, 1998, there were approximately 95
truck stops with VLTs and three land-based casinos on Native American
reservations in Louisiana, and a significant number of gaming license
applications pending in the State. In addition, the Company will likely face
significant competition if it begins operations in geographical areas other than
Louisiana.
DEPENDENCE ON CHRYSOLITH
The Company does not have, and will not be able to obtain, a license to own or
operate VLTs in Louisiana because such licenses may be granted only to Louisiana
residents or entities which are at least 51% owned by Louisiana residents. The
Company has entered into agreements with Chrysolith pursuant to which Chrysolith
operates the VLTs at the Gold Coin and at the Toledo Palace. If for any reason
Chrysolith or its 51% shareholder is determined by the Louisiana Authorities to
be in violation of Chrysolith's license or of Louisiana law and regulations, and
Chrysolith subsequently loses its operator's license, or such license is limited
or modified, the Company would need to immediately replace
8
<PAGE>
Chrysolith with another Louisiana licensee to operate the Toledo Palace and the
Gold Coin. Any such licensed operator would then be required to own or obtain
VLTs for these gaming facilities. Although the Company believes that a
substitute for Chrysolith could be located, there can be no assurance that the
Company could find such a replacement quickly or in a timely way, or that such a
licensee would agree to operate VLTs at the Toledo Palace and the Gold Coin on
terms acceptable to the Company. There can be no assurance that Chrysolith will
be able to successfully operate the VLTs at the Gold Coin and Toledo Palace. If
the Company were required to find a replacement for Chrysolith and were unable
to do so expeditiously, its business and financial condition would be materially
adversely affected.
LIABILITY INSURANCE
The Company currently maintains and intends to maintain general liability
insurance with coverage limits of $1,000,000 per occurrence, $2,000,000 per year
in the aggregate. The Company also maintains a $1,000,000 umbrella liability
insurance policy (with a $10,000 self-insured retention). There can be no
assurance that liability claims will not exceed the coverage limits of such
policies or that such insurance will continue to be available on commercially
reasonable terms or at all. There can be no assurance that such insurance will
be adequate to cover unanticipated liabilities.
NO DIVIDENDS
The Company has not paid any dividends to date on its Common Stock, and does not
expect to declare or pay any dividends in the foreseeable future. The Company
intends to retain future earnings for investment in its business.
POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of 2,000,000
shares of "blank check" Preferred Stock, with designations, rights and
preferences determined from time to time by its Board of Directors.
Accordingly, the Company's Board of Directors is empowered, without further
stockholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of the Common Stock. In the event of issuance,
the Preferred Stock could be used, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company. The
Company has no current plans to issue any shares of Preferred Stock. However,
there can be no assurance that Preferred Stock will not be issued at some time
in the future.
DILUTIVE EFFECT OF WARRANTS TO BE ISSUED
In connection with, and assuming the successful completion of, the Private
Placement, the Company will issue warrants to purchase approximately 9.0 million
shares of the Company's Common Stock. In addition, assuming the successful
restructuring of the Senior Bonds, the Company will issue approximately 3.2
million warrants to purchase the Company's Common Stock. The issuance of such
securities will have a dilutive effect on the Company's earnings on a fully
diluted basis.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 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.
TRANS WORLD GAMING CORP.
(registrant)
Dated: April 17, 1998 By: /s/ Andrew Tottenham
------------------------------
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below the following persons on behalf of the Registrant on April
17, 1998 in the capacities indicated.
Signature and Title
-------------------
/s/ Andrew Tottenham
---------------------
Andrew Tottenham
President, Chief Executive Officer
(principal executive officer), and
Director
/s/ Dominick J. Valenzano
--------------------------
Dominick J. Valenzano
Chief Financial Officer, Treasurer
(principal financial and accounting
officer), and Director
s/ Stanley Kohlenberg
---------------------
Stanley Kohlenberg
Chairman and Director
s/Richard R. Taft
-----------------
Richard R. Taft
Director
------------
10
<PAGE>
TRANS WORLD GAMING CORP.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
FOR THE YEAR ENDED DECEMBER 31, 1997
Item No. Item Method of Filing
- -------- ---- ----------------
3.1 Articles of Incorporation Incorporated by reference to
Exhibit 3.1 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
3.2 By-laws Incorporated by reference to
Exhibit 3.2 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
4.1 Specimen Common Stock Incorporated by reference to
Certificate Exhibit 4.1 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
4.2 Specimen Redeemable Common Incorporated by reference to
Stock Purchase Warrant Exhibit 4.2 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
4.3 Form of Warrant Agreement Incorporated by reference to
Exhibit 4.3 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
4.4 Confidential Private Incorporated by reference to
Placement Memorandum dated Exhibit 4.4 contained in Form 10-
June 30, 1999 KSB for the fiscal year ended
December 31, 1996. (File No.
0-25244)
4.5 Supplement No. 1 dated Incorporated by reference
January 14, 1997 to to Exhibit 4.5 contained
Confidential Private in Form 10-KSB for the
Placement Memorandum dated fiscal year ended
June 30, 1999 December 31, 1996. (File No.
0-25244)
4.6 Indenture dated as of Incorporated by reference
November 1, 1996 between to Exhibit 4.6 contained in
the Company and Trans Form 10-KSB for the fiscal year
World Gaming of Louisiana, ended December 31, 1996.
Inc., as Issuer, and U.S. (File No. 0-25244)
Trust Company of Texas,
N.A., as Trustee
4.7 Form of 12% Secured Incorporated by reference
Convertible Senior Bond due to Exhibit 4.7 contained in
June 30, 1999 Form 10-KSB for the fiscal year
ended December 31, 1996. (File No.
0-25244)
4.8 Form of Warrant to Purchase Incorporated by reference
Common Stock Dated to Exhibit 4.8 contained in
July 1, 1996 Form 10-KSB for the fiscal year
ended December 31, 1996. (File No.
0-25244)
4.9 Form of Warrant for Incorporated by reference
Purchase of Shares of to Exhibit 4.9 contained in
Common Stock dated Form 10-KSB for the fiscal
January 1, 1997 year ended December 31, 1996.
(File No. 0-25244)
4.10 Form of Non-Negotiable Incorporated by reference
Promissory Note dated to Exhibit 4.10 contained in
January 1, 1997 Form 10-KSB for the fiscal year
ended December 31, 1996. (File No.
0-25244)
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<PAGE>
4.11 First Amended Senior Secured Incorporated by reference
Promissory Note dated to Exhibit 4.11 contained in
December 19, 1997 Form 10-KSB for the fiscal year
ended December 31, 1997 filed on
March 30, 1998. (File No. 0-25244)
4.12 Form of Warrant for Incorporated by reference
Purchase of Shares of to Exhibit 4.12 contained in
Common Stock dated Form 10-KSB for the fiscal
January 15, 1998 year ended December 31, 1997 filed
on March 30, 1998. (File No.
0-25244)
4.13 Lenders Waiver and Option Incorporated by reference
Agreement dated to Exhibit 4.13 contained in
March 9, 1998 Form 10-KSB for the fiscal year
ended December 31, 1997 filed on
March 30, 1998. (File No. 0-25244)
10.1 Agreement for Exchange of Incorporated by reference
Shares dated July 13, 1994, to Exhibit 10.1 contained in
between the Company and the the registration statement
shareholders of Lee Young on Form SB-2 (File No. 33-85446-A).
Enterprises, Inc.
10.2 Asset Purchase Agreement Incorporated by reference
dated as of to Exhibit 10.2 contained
September 21, 1994, in the registration statement
between the Company and on Form SB-2 (File No. 33-85446-A).
Chrysolith, L.L.C.
10.3 Agreement of Sale dated as Incorporated by reference
of September 21, 1994, to Exhibit 10.3 contained
between the Company and in the registration statement
Prime Properties, Inc. on Form SB-2 (File No. 33-85446-A).
10.4 Form of Lease between Prime Incorporated by reference
Properties, Inc. and the to Exhibit 10.4 contained in
Company. the registration statement on Form
SB-2 (File No. 33-85446-A).
10.5 Agreement dated Incorporated by reference to
September 21, 1994, among Exhibit 10.5 contained in the
Chrysolith, L.L.C., Prime registration statement on
Properties, Inc., Monarch Form SB-2 (File No. 33-85446-A).
Casinos, Inc. of Louisiana
("Monarch") and the Company
10.6 Asset Purchase Agreement Incorporated by reference to
dated September 21, 1994, Exhibit 10.6 contained in the
between Chrysolith L.L.C. registration statement on
and Monarch Form SB-2 (File No. 33-85446-A).
10.7 Lease (with option) dated Incorporated by reference to
May 10, 1994 among Lula Exhibit 10.7 contained in the
Miller, Inc., Charles A. registration statement on
Jones III and Kelly McCoy Form SB-2 (File No. 33-85446-A).
Jones, as Lessor, and
Monarch, as Lessee.
10.8 Offer to Purchase dated Incorporated by reference to
October 4, 1994, among Exhibit 10.8 contained in the
Trans World Gaming of registration statement on
Louisiana, Inc., Monarch, Form SB-2 (File No. 33-85446-A).
Lula Miller, Inc., Charles
A. Jones III and Kelly
McCoy Jones.
10.10 Shareholder Agreement dated Incorporated by reference to
April 7, 1994, between the Exhibit 10.10 contained in the
Company and Michael A. registration statement on
Edwards, as the shareholders Form SB-2 (File No. 33-85446-A).
of Monarch
10.11 Employment Agreement dated Incorporated by reference to
March 6, 1996 between the Exhibit 10.11 contained in the
Company and Stanley Form 10-KSB for the fiscal
Kohlenberg year ended December 31, 1995 (File
No. 0-25244).
10.12 Employment Agreement Incorporated by reference to
between the Company and Exhibit 10.12 contained in the
Dominick J. Valenzano registration statement on Form SB-2
(File No.
E-2
<PAGE>
33-85446-A).
10.13 1993 Incentive Stock Option Incorporated by reference to
Plan Exhibit 10.13 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
10.14 Form of 41/2% Bridge Note Incorporated by reference to
Exhibit 10.14 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
10.15 Form of 10% Secured Bridge Incorporated by reference to
Exhibit 10.15 contained in the
registration statement on Form SB-2
(File No. 33-85446-A).
10.16 Collateral Mortgage Incorporated by reference to
relating to the Woodlands Exhibit 10.16 contained in
Travel Plaza. the registration statement on Form
SB-2 (File No. 33-85446-A).
10.17 Operating Agreement dated Incorporated by reference to
as of December 22, 1994 Exhibit 10.17 contained in
between the Company and the Form 10-KSB for the fiscal
Chrysolith relating to year ended December 31, 1994
the Gold Coin. (File No. 0-25244).
10.18 Note in principal amount Incorporated by reference to
$75,000 payable by Monarch Exhibit 10.18 contained in
(and assumed by the the Form 10-KSB for the
Company). fiscal year ended December 31, 1994
(File No. 0-25244).
10.19 Lease Agreement dated Incorporated by reference to
May 1, 1993 between National Exhibit 10.19 contained in the
Auto/Truck Stops, Inc. and Form 10-KSB for the fiscal year
Prime Properties with ended December 31, 1995
respect to the 76 Plaza (File No. 0-25244).
10.20 Agreement and General Incorporated by reference to
Release dated as of Exhibit 10.20 contained in the
March 6, 1996 between the Form 10-KSB for the fiscal year
Company and R. K. Merkey. ended December 31, 1995 (File No.
0-25244).
10.21 Forbearance Agreement dated Incorporated by reference to
January 19, 1996 between Exhibit 10.21 contained in the
the Company and Chrysolith Form 10-KSB for the fiscal year
ended December 31, 1995 (File No.
0-25244).
10.22 Letter Agreement dated Incorporated by reference to
January 30, 1996 between Exhibit 10.22 contained in
the Company and Chrysolith the Form 10-KSB for the fiscal
regarding forbearance year ended December 31, 1995
payments (File No. 0-25244).
10.23 Consulting Agreement dated Incorporated by reference to
January 1, 1997 between the Exhibit 10.23 contains in
Company and Stanley Form 10-KSB for the fiscal year
Kohlenberg ended December 31, 1996 (File No.
0-25244).
10.24 Employment Agreement dated Incorporated by reference to
January 1, 1997 between the Exhibit 10.24 contains in
Company and Andrew Tottenham Form 10-KSB for the fiscal year
ended December 31, 1996 (File No.
0-25244).
10.25 Employment Agreement date Incorporated by reference to
February 1, 1997 between Exhibit 10.25 contains in
the Company and Christopher Form 10-KSB for the fiscal
Moore year ended December 31, 1996 (File
No. 0-25244).
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<PAGE>
10.26 Cancellation Agreement dated Incorporated by reference to
as of October 3, 1996 Exhibit 10.26 contained in the
between the Company and Form 10-KSB for the fiscal year
Mid-City Associates ended December 31, 1996 (File No.
0-25244).
10.27 Agreement of Lease dated as Incorporated by reference to
of October 2, 1996 between Exhibit 10.27 contained in the
the Company and Mid-City Form 10-KSB for the fiscal
Associates year ended December 31, 1996 (File
No. 0-25244).
10.28 Stock Purchase Agreement Incorporated by reference to
dated as of January 1, 1997 Exhibit 10.28 contained in the
among the Company, Andrew Form 10-KSB for the fiscal
Tottenham and Robin year ended December 31, 1996
Tottenham (File No. 0-25244).
10.29 Employment Agreement dated Incorporated by reference to
April 15, 1997 between Exhibit 10.29 contained in
Company and James Hardman Form 10-KSB for the fiscal year
ended December 31, 1997 filed on
March 30, 1998. (File No. 0-25244)
10.30 Stock Purchase Agreement Incorporated by reference to
dated as of January 20, Exhibit 10.30 contained in
1998 between the Company Form 10-KSB for the fiscal
and 21st Century Resorts year ended December 31, 1997 filed
on March 30, 1998. (File No.
0-25244)
10.31 Form of the Subscription Incorporated by reference to
Agreement for the Private Exhibit 10.31 contained in
Placement Form 10-KSB for the fiscal year
ended December 31, 1997 filed on
March 30, 1998. File No. 0-25244)
10.32 Escrow Agreement dated Incorporated by reference to
March 17, 1998 among the Exhibit 10.32 contained in
Company, TWG Finance Corp., Form 10-KSB for the fiscal
TWG International U.S. year ended December 31, 1997
Corporation as Issuer and filed on March 30, 1998.
U.S. Trust Company of Texas, (File No. 0-25244)
N.A., as Trustee
16.1 Letter from Bederson & Co. Incorporated by reference to
(the Company's former Exhibit 16.1 contained in the
independent public Form 10-KSB for the fiscal
accountants) relating to a year ended December 31, 1995
change of accountants (File No. 0-25244).
21.1 Subsidiaries Incorporated by reference to
Exhibit 21.1 contained in the Form
10-KSB for the fiscal year ended
December 31, 1995 (File No.
0-25244).
27.1 Financial Data Schedule Incorporated by reference to
Exhibit 27.1 contained in Form
10-KSB for the fiscal year ended
December 31, 1997 filed on March
30, 1998. (File No. 0-25244)
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