10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

oTRANSITION 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

TRANS WORLD CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of
Incorporation or Organization) 13-3738518
(I.R.S. Employer
Identification No.)

545 Fifth Avenue, Suite 940
New York, NY
(Address of Principal Executive Offices) 10017
(Zip Code)

Registrant’s telephone number, including area code: (212) 983-3355

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES  x  NO  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  o Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES  o  NO  x

The number of outstanding shares of the registrant’s Common Stock, par value $0.001 per share, as of November 9, 2015 was 8,829,011.

TRANS WORLD CORPORATION AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2015

INDEX

PART I — FINANCIAL INFORMATION

		Page
ITEM 1.	FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	1
	Condensed Consolidated Income Statement and Comprehensive Income (Loss) for the Nine and Three Months ended September 30, 2015 and 2014 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (unaudited)	3
	Notes to Condensed Consolidated Interim Financial Statements (unaudited)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4.	CONTROLS AND PROCEDURES	25
PART II — OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	25
ITEM 1A.	RISK FACTORS	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	25
	SIGNATURES	30

i

ITEM 1.FINANCIAL STATEMENTS

TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2015 and December 31, 2014

(in thousands, except for share data)

	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	8,297		$	6,589
Prepaid expenses	421			239
Other current assets	604			525
Total current assets	9,322			7,353
PROPERTY AND EQUIPMENT, net	37,522			35,469
OTHER ASSETS:
Goodwill	5,129			5,322
Deposits and other assets	1,536			1,343
Total other assets	6,665			6,665
TOTAL ASSETS	$	53,509		$	49,487
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Long-term debt, current maturities	$	559		$	234
Capital lease, current portion	26			51
Accounts payable	533			1,018
Czech gaming tax accrual	1,792			1,795
Foreign income tax accrual	293			63
Accrued expenses and other current liabilities	2,160			2,358
Total current liabilities	5,363			5,519
LONG-TERM LIABILITIES:
Long-term debt, less current maturities	7,851			4,066
Capital lease, less current portion	5			24
Deferred foreign tax liability	280			298
Total long-term liabilities	8,136			4,388
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value, 4,000,000 shares authorized, none issued
Common stock, $0.001 par value, 20,000,000 shares authorized, 8,821,205 shares in 2015 and 2014, issued and outstanding	9			9
Additional paid-in capital	53,333			52,888
Accumulated other comprehensive income	(1,928		)	486
Accumulated deficit	(11,404		)	(13,803		)
Total stockholders’ equity	40,010			39,580
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	53,509		$	49,487

See accompanying notes to condensed consolidated interim financial statements.

1

TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENT

AND COMPREHENSIVE INCOME (LOSS)

Nine and Three Months Ended September 30, 2015 and 2014

(in thousands, except for share and per share data)

	Nine Months Ended September 30,						Three Months Ended September 30,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES	$	29,786		$	28,227		$	10,528		$	9,687
COSTS AND EXPENSES:
Cost of revenues	15,392			15,134			5,449			5,118
Depreciation and amortization	1,345			1,218			504			402
Selling, general and administrative	9,671			9,094			3,004			3,021
	26,408			25,446			8,957			8,541
INCOME FROM OPERATIONS, before other income (expense) and foreign income taxes	3,378			2,781			1,571			1,146
OTHER INCOME (EXPENSE):
Interest expense	(140		)	(13		)	(69		)	(9		)
Other income	149
INCOME BEFORE FOREIGN INCOME TAXES	3,387			2,768			1,502			1,137
FOREIGN INCOME TAXES	(988		)	(767		)	(336		)	(269		)
NET INCOME	2,399			2,001			1,166			868
Other comprehensive income (loss), foreign currency translation adjustments, net of tax of $0	(2,414		)	(3,629		)	146			(3,230		)
COMPREHENSIVE INCOME (LOSS)	$	(15	)	$	(1,628	)	$	1,312		$	(2,362	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	8,821,205			8,811,991			8,821,205			8,816,571
Diluted	9,258,313			9,116,988			9,257,917			9,124,206
EARNINGS PER COMMON SHARE:
Basic	$	0.27		$	0.23		$	0.13		$	0.10
Diluted	$	0.26		$	0.22		$	0.13		$	0.10

See accompanying notes to condensed consolidated interim financial statements.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2015 and 2014

(in thousands)

	Nine Months Ended September 30,
	2015			2014
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,399		$	2,001
Adjustments to reconcile net income to net cash provided by operating activities:
Gain from assets disposal	(1		)
Gain on bargain purchase of Hotel Columbus	(149		)
Depreciation and amortization	1,345			1,218
Stock options expense	44
Deferred board fees	51			25
Changes in operating assets and liabilities:
Prepaid expenses	(150		)	(133		)
Prepaid foreign income tax				105
Other current assets	(147		)	(268		)
Deposits and other assets	(264		)	(261		)
Accounts payable	(444		)	12
Czech gaming tax accrual	105			(99		)
Foreign income tax accrual	231			(663		)
Accrued expenses and other current liabilities	233			565
NET CASH PROVIDED BY OPERATING ACTIVITIES	3,253			2,502
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(434		)	(745		)
Acquisition of Hotel Columbus				(7,721		)
Cash payment to seller for acquisition of Hotel Freizeit Auefeld	(275		)
NET CASH USED IN INVESTING ACTIVITIES	(709		)	(8,466		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sparkasse Seligenstadt Loan				4,859
Principal payments on Hotel Freizeit Auefeld’s seller loan	(88		)
Principal payments on Hotel Freizeit Auefeld’s bank loans	(56		)
Principal payments on Sparkasse Seligenstadt loan	(169		)	(26		)
Principal payments on Ceska municipal loan				(178		)
Share buyback under the Stock Repurchase Program				(2		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(313		)	4,653
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(523		)	(481		)
NET INCREASE (DECREASE) IN CASH	1,708			(1,792		)
CASH:
Beginning of period	6,589			6,284
End of period	$	8,297		$	4,492
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	140		$	13
Cash paid during the period for foreign income taxes	$	754		$	1,466
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deferred compensation to be paid in common stock	$	350		$	221
Assumption of Sparkasse Hann. Münden loans for Hotel Freizeit Auefeld	$	2,220		$
Seller loan received in connection with acquisition of Hotel Freizeit Auefeld	$	2,455		$
Purchase price of Hotel Freizeit Auefeld	$	4,950		$

See accompanying notes to condensed consolidated interim financial statements.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

1.Basis of Presentation and Consolidation.

The accompanying unaudited condensed consolidated interim financial statements of Trans World Corporation and Subsidiaries (collectively, the “Company,” “TWC,” “we,” “our” or “us”) as of September 30, 2015 and December 31, 2014 and for the nine and three months ended September 30, 2015 and 2014 are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”), and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) and Regulation S-X.  Pursuant to these instructions, certain financial information and footnote disclosures normally included in such consolidated financial statements have been condensed or omitted.  In presenting the condensed consolidated interim financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures.  Estimates by their nature are based on judgment and available information.  Accordingly, actual results could differ from those estimates.  All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, together with management’s discussion and analysis, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the nine and three months ended September 30, 2015 are not necessarily indicative of the results that may occur for the year ending December 31, 2015.

The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by US GAAP.

The functional currency of the Company’s Czech subsidiaries is the local Czech koruna (“CZK” or “Kč”) and the functional currency of the German subsidiary is the euro currency (“EUR” or “€”).  However, as our primary reporting wholly-owned subsidiary, Trans World Hotels & Entertainment a.s. (“TWH&E”), is a Czech entity, all revenues and expenses, regardless of sources of origin, are recognized in CZK.  In the case of the two German hotels, which are owned by TWH&E through its wholly-owned German subsidiary, Trans World Hotels Germany (“TWHG”), all EUR revenues and expenses are translated into the Czech currency, then finally translated to United States dollars (“USD” or “$”) for reporting purposes.

All monetary amounts set forth in these financial statements are in USD unless otherwise stated herein.

2.Nature of Business.

Trans World Corporation, a Nevada corporation, and Subsidiaries are engaged in the gaming and hotel business in the Czech Republic (“CZ”) and Germany (“DE”).

The Company owns and operates three casinos in the CZ, all under the registered brand American Chance Casinos (“ACC”). The Ceska casino (“Ceska”), located in the town of Ceska Kubice, in the western part of the CZ, close to the German border, currently has 15 gaming tables and 100 slot machines.  The Route 55 casino (“Route 55”), located in Dolni Dvoriste, in the southern part of the CZ, close to the Austrian border, currently has 23 gaming tables and 138 slot machines. The Route 59 casino (“Route 59”) is located in Hate, near Znojmo, also in the southern part of the CZ, close to the Austrian border, and currently has 21 gaming tables and 144 slot machines.

In addition to the above gaming operations, TWC also owns and operates a 77-room, four-star deluxe hotel, the Hotel Savannah, which is physically connected to its Route 59 casino, and a full-service spa, the Spa at Savannah (the “Spa”), which is operated by an independent contractor and is attached to the hotel.  The hotel features eight banquet halls for meetings and special events as well as a full-service restaurant and bar.

On September 10, 2014, TWC, through its Czech subsidiary, TWH&E, acquired all of the partnership interests of a private family partnership that owned the Hotel Columbus, a four-star 117-room hotel (the “Hotel Columbus”) located

4

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

in Seligenstadt, near Frankfurt, Germany.  The Hotel Columbus features five meeting rooms, a restaurant and separate breakfast room, each with its own kitchen, two bars, a 32-space parking garage and 27 surface lot parking places, including a satellite parking area located across the street from the Hotel.  Hotel Columbus was acquired, in part, with a local 15-year commercial bank loan from Bank Sparkasse Langen-Seligenstadt (the “Sparkasse Seligenstadt Loan”), of €3,600, or $4,032 at the September 30, 2015 exchange rate, with a fixed interest rate of 3.1% for the first ten years, to be followed by a prevailing market-based fixed interest rate for this type of loan for the remaining term of the loan. See also Note 5 “Purchase Price Allocation” below for more details.

On June 16, 2015, TWHG acquired 100% of the partnership interests in the general partner and limited partner that owned the Hotel Freizeit Auefeld, a 93-room four-star hotel with extensive meeting space and recreational amenities located in Hannoversch Münden (“Hann. Münden”), Germany.  The hotel  features three food and beverage outlets, ten meeting rooms, an adjoining 13,000 square foot event hall, and an adjoining tennis complex with four indoor courts; several additional recreation areas; an independent townhouse comprised of one four-room and one six-room apartment.  See Note 6 “Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld” below for more details.

3.Commitments and Contingencies.

Lease Obligations - The Company is obligated under one operating lease, averaging approximately $9 per month, with a 2.0% annual rent escalation, for its US corporate office space, expiring in March 2020.  Additionally, TWC is also committed in a remaining 69-year ground lease in connection with the newly acquired Hotel Freizeit Auefeld, that has an annual lease payment of €26, or approximately $29.  Future aggregate minimum annual rental payments under these leases for the next five years are as follows:

Twelve Months Ending September 30,
2016	$	125
2017	$	127
2018	$	129
2019	$	131
2020	$	107

The Company is also obligated under a number of five-year, video slot machine equipment operating leases, the projected costs of which are not included in the table above due to fluctuating inventory, expiring over staggered years, which provide for a monthly fixed rental fee per slot machine, and an option for replacement with different/newer machines during the term of the lease.  In the third quarter of 2015, the Company’s slot machine equipment lease expense was $582 versus $651 in the comparable quarter in 2014, while in the nine months ending September 30, 2015, the Company’s equipment lease expense was $1,740 as compared with $1,992 in the comparable period in 2014.  All slot leases can be terminated at any time, subject to an early-termination penalty equal to three-month lease payments for each terminated slot machine lease.

Employment Agreements - The Company’s employment agreement with its Chief Executive Officer (“CEO”), Mr. Rami S. Ramadan, absent the intervention of either party by September 30th of each year, will renew automatically for another calendar year, currently ending December 31, 2016.  In addition to a perpetually renewable employment term of one year absent the intervention of either party, the agreement provides for annual compensation, plus participation in the Company’s benefits programs and equity incentive plans.  As of September 30, 2015, the Company is contractually obligated to pay an aggregate of approximately $563, which includes the annual base salary for the remaining three months of 2015 and the annual base salary for the full year of 2016.

401(k) Plan - The Company maintains a contributory 401(k) plan. This plan is for the benefit of all U.S.-based, eligible corporate employees, who may have a portion of their salary withheld, not to exceed the maximum federally allowed amount. The Company makes an employer-matching contribution of 60 cents for each employee dollar contributed.

5

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

2015 Profit Sharing Plan - The 2015 Profit Sharing Plan (“PSP”) was recommended by the Compensation Committee of the Board and approved by the Board of Directors on January 30, 2015.  The 2015 Profit Sharing Plan permits eligible key management employees (“KME”) to share in the profits of the Company.  The profit sharing plan provides for an incentive payout, the pool amount of which is based on 15.0% of the Company’s earned consolidated annual income before taxes.  This pool is to be distributed according to the percentage of each KME’s annual salary as a ratio to the total of all salaries of participating KMEs.  As of September 30, 2015 and 2014, TWC had accrued $580 and $720, respectively toward the PSP pool.  Each KME is required, pursuant to the 2015 Profit Sharing Plan, to defer 50% of his or her annual profit sharing award, if attained, into the Deferred Compensation Plan.

2015 Individual Performance Plan - The 2015 Individual Performance Plan (“2015 IPP”) was recommended by the Compensation Committee of the Board and approved by the Board of Directors on March 27, 2015.  The individual performance plan provides for incentive payout, based on each KME’s personal performance throughout the operating year, relative to pre-set performance criteria.  The 2015 IPP bonuses will be incurred and paid in 2016.

Deferred Compensation Plan - On May 17, 2006, the Compensation Committee of the Board unanimously recommended, and the Board approved and adopted, TWC’s Deferred Compensation Plan (the “Deferred Plan”), which provides certain key employees, selected at the discretion of the Board, and non-employee directors the opportunity to defer receipt of specified portions of their compensation and to have such deferred amounts treated as if invested in the Common Stock of the Company.

The Company adopted the Deferred Plan with the intention that it shall at all times be characterized as a “top hat” plan of deferred compensation maintained for a select group of management, as described under the Employee Retirement Income Security Act of 1974 (“ERISA”) Sections 201(2), 301(a)(3) and 401(a)(1).  The Deferred Plan is required at all times to satisfy Section 409A of the Internal Revenue Code.  Pursuant to a participant’s election, the unfunded Deferred Plan obligations are payable in the form of Common Stock (and cash for fractional shares) upon the earlier of:  (i) a designated, in-service distribution date which must be a minimum of three years from the year of the first deferral; (ii) separation from service; (iii) disability; (iv) change in control of the Company; or (v) death.  A participant’s election form must specify whether the payments will be made by lump sum or by installments, and the number of annual installments (with a minimum of two and a maximum of five installments).

Taxing Jurisdiction - The Czech Republic and Germany currently have a number of laws related to various taxes imposed by governmental authorities.  Applicable taxes include corporate income tax, value-added tax (“VAT”), and payroll (social) taxes, and, in the case of the CZ, gaming taxes.  Tax declarations, together with other legal compliance areas (e.g. customs and currency control matters) are subject to review and investigation by a number of governmental authorities, which are enabled by law to impose fines, penalties and interest charges, and create tax risks in the countries in which we operate.  Management believes that it has adequately provided for all of its Czech and German tax liabilities.

In the CZ, the Company is subject to an overall flat gaming tax (the “Gaming Tax”) of 20.0% on all live game and slot revenues.  The Company is also subject to an applicable 19% corporate income tax on adjusted Czech net income, as defined by the Czech Republic taxing authorities.  Additionally, we are also subject to a per slot, per diem tax, payable along with the Gaming Tax.  The Gaming Tax is payable by the 25th day following the end of each quarter, while the corporate income tax is payable by June 30th of the subsequent year, and, estimated quarterly income tax payments. (See also Note 4(l) “Czech Gaming Taxes” and Note 4(m) “Income Taxes” below).

Legal Proceedings - The Company is sometimes subject to various contingencies, the resolutions of which, its management believes, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.  TWC was not involved in any material litigation as of September 30, 2015, or through the date of this filing.

6

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

4.Summary of Selected Significant Accounting Policies.

(a)Cash and Cash Equivalents -  Cash and cash equivalents are comprised of cash on hand; current balances with banks and similar institutions; and term deposits of three months or less with banks and similar institutions.  The carrying amounts of cash at banks and on hand and term bank deposits approximate their fair values.

(b)Revenue Recognition - Casino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to wagering patrons, and is recognized on the day it is earned.  Revenues generated from casino ancillary services, which includes room rentals, sales of food, beverage, cigarettes, spa services, and casino logo merchandise, are recognized at the time the related services are performed or goods sold.  Room revenue for the nine months ended September 30, 2015 represented 7.5% of consolidated total revenue.  Food and beverage (“F&B”) revenues represented approximately 5.3% and 2.8% of consolidated total revenue for the nine months ended September 30, 2015 and 2014, respectively.

(c)Business Acquisitions - Assets acquired and liabilities assumed in business combinations are recorded on the Company’s consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates.  The results of operations of businesses acquired by the Company have been included in the consolidated statements of income since their respective dates of acquisition.  In certain circumstances, the purchase price allocations may be based upon preliminary estimates and assumptions (See Note 5). Accordingly, the allocations are subject to revision until the Company receives final information and other analyses during the measurement period which ends a year after the date of acquisition.

(d)Segment Reporting - Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, the Company has two reportable segments, a casino segment and a hotel segment.  ASC 280 designates the internal reporting that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments.  The Company is including this segment reporting under Note 7 below.

(e)Earnings per Share - Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share incorporate the dilutive effect of Common Stock equivalents on an average basis during the period. The Company’s Common Stock equivalents currently include stock options, warrants, restricted stock, and deferred compensation stock. Thus, unexercised stock options to purchase up to 635,000 and 520,450 shares as of September 30, 2015 and 2014, respectively, were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested. Restricted stock to purchase up to an aggregate of 75,000 shares as of September 30, 2015 and 2014 were also respectively included, if they were “in-the-money” and vested.  Warrants to purchase up to 75,000 shares as of September 30, 2014 were also included if they were “in-the-money,” but were not included in 2015 as they had expired in November 2014.  In addition, 436,712 and 301,391 issuable shares, as of September 30, 2015 and 2014, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

The Company has not paid dividends on its Common Stock since inception.  Our stock repurchase program expired in November 2014.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

A table illustrating the impact of dilution on earnings per share, based on the treasury stock method, is presented below:

	(UNAUDITED)
	For the Nine Months Ended				For the Three Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Basic Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Basic earnings per share	$	0.27	$	0.23	$	0.13	$	0.10
Diluted Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Addition due to the effect of dilutive securities using the treasury stock method:
Stock options, restricted stock and warrants	396		3,606				6,244
Stock issuable under the Deferred Compensation Plan	436,712		301,391		436,712		301,391
Dilutive potential weighted average common shares	9,258,313		9,116,988		9,257,917		9,124,206
Diluted earnings per share	$	0.26	$	0.22	$	0.13	$	0.10

(f)Goodwill - Goodwill represents the excess of the cost of the Company’s subsidiaries over the fair value of their net assets at the date of acquisition.  In the CZ, this consisted of the Ceska casino and a parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah are situated). In Germany, it consists of the newly acquired Hotel Freizeit Auefeld.  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge to earnings will be recorded.  In light of the recent acquisition of German assets, TWC’s allocation of its Czech goodwill over two geographical reporting units, which are components of the casino segment, have been renamed and classified as the “Pilsen reporting unit” (“PRU”), which consists of the Ceska casino, and the “South Moravia reporting unit” (“SMRU”), which consists of the land in Hate. The German goodwill is derived from the newly-acquired Hotel Freizeit Auefeld, and is represented by the “Lower Saxony reporting unit” (“LSRU”).  There were no indicators of impairment present during the third quarter of 2015 for the Czech reporting units, nor for the recently acquired asset, Hotel Freizeit Auefeld, the assets’ fair value of which have been estimated as of the acquisition date (See Note 6 “Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld” below); therefore, TWC determined that there was no impairment of goodwill at September 30, 2015.

Changes to goodwill during the periods presented are strictly related to the fluctuation in foreign currency exchange rates.  See Note 4(i), below.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

(g)Property and Equipment - Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

Asset	Estimated Useful Life
Buildings	20-50 years
Furniture, fixtures and equipment	3-12 years
Leasehold improvements	5-20 years

At September 30, 2015 and December 31, 2014, property and equipment consisted of the following:

	As of September 30, 2015			As of December 31, 2014
	(unaudited)
Land	$	2,889		$	3,148
Building and improvements	35,502			33,480
Furniture, fixtures and other equipment	11,844			10,940
	50,235			47,568
Less accumulated depreciation and amortization	(12,713		)	(12,099		)
	$	37,522		$	35,469

(h)Impairment of Long-lived Assets - The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no indicators of impairment for long-lived assets for the nine months ending September 30, 2015 and 2014.

(i)Foreign Currency Translation - The Company complies with requirements for reporting foreign currency translation, which require that for foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of income accounts are translated by applying monthly averages of daily exchange rates on the respective monthly local statement of operations accounts for the period.

9

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

The impact of foreign currency translation on goodwill is presented below:

	Goodwill
	Pilsen				South-Moravia				Lower Saxony
As of September 30, 2015 (in thousands, except FX)	reporting unit				reporting unit				reporting unit				Total
Balance in USD ($)	$	3,042		(1)	$	537		(1)	$	129			$	3,708
Balance in EUR (€)									€	117			€	117
Foreign Exchange Rate (“FX”)	33.883				33.883				27.245
Balance in CZK (Kč)	Kč		103,072	(2)	Kč		18,195	(2)	Kč		3,180	(3)	Kč		124,447
Applicable FX (4)	24.266				24.266				24.266
Balance at September 30, 2015	$	4,248			$	750			$	131			$	5,129
Net cumulative change to goodwill due to foreign currency translation	$	1,206			$	213			$	2			$	1,421

(1)Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002.

This balance represents the remaining, unamortized goodwill, after an impairment charge was taken prior to January 1, 2003.

(2)USD residual balance translated to CZK at June 30, 1998, the date of acquisition of such assets, with the date of acquisition CZK to USD FX rate of 33.883.

(3)Provisional EUR balance translated to CZK at June 1, 2015, the date of acquisition of the Hotel Freizeit, with the date of acquisition CZK to EUR FX rate of 27.245.

(4)FX central bank foreign exchange rates taken from www.CNB.CZ.

(j)Stock-based Compensation - The Company accounts for stock options and warrants using the modified prospective method in accordance with accounting and disclosure requirements for compensation-stock compensation.  Under this method, compensation costs include the estimated grant date fair value of the awards amortized over the options’ vesting period.  The Company currently utilizes the Black-Scholes option pricing model to measure the fair value of stock options granted to certain KMEs.  Stock-based compensation was approximately $15 and $0 for the three months ended September 30, 2015 and 2014, respectively, and was approximately $44 and $0 for the nine-month periods ended September 30, 2015 and 2014, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income.

(k)Comprehensive Income (Loss) — The Company complies with requirements for reporting comprehensive income (loss).  Those requirements establish rules for reporting and display of comprehensive income and loss and their components.  Except for the Company’s change in the foreign currency translation adjustments to be included in other comprehensive income (loss), there were no other components of the Company’s comprehensive income (loss) in the nine and three months ended September 30, 2015 and 2014.

10

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

(l)Czech Gaming Taxes — The gaming taxes are summarized in the following table:

	Based on the Gaming Tax Law
	that became effective January 1, 2012.
Live Games	20% Gaming Tax* from revenue earned from live games (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax* from revenue earned from slot games (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately two U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).

* Gaming taxes are to be paid quarterly, by the 25th day following the end of a quarter.

TWC was current on all of its Czech gaming tax payments at September 30, 2015 and through the date of this report.

TWC’s gaming-related taxes and fees, which are recognized in the cost of revenues, for the nine and three months ended September 30, 2015 and 2014 are summarized in the following table:

	(UNAUDITED)
	For the Nine Months Ended						For the Three Months Ended
	2015			2014			2015			2014
Live-game and slot revenues (gaming revenues)	$	24,932		$	25,262		$	8,542		$	8,409
Gaming taxes on gaming revenues	$	5,213		$	5,312		$	1,787		$	1,767
Gaming taxes as % of gaming revenues	20.9		%	21.0		%	20.9		%	21.0		%

In conformity with the European Union (“EU”) taxation legislation, the Czech Republic’s VAT has gradually increased from 5%, when that country joined the EU in 2004, to 21%, the effective rate since 2013.  Unlike in other industries, VATs are not recoverable for gaming operations.  The recoverable VAT under the Hotel Savannah, Hotel Columbus and Hotel Freizeit Auefeld was not material for the nine and three months ended September 30, 2015 and 2014, respectively.

(m)Income Taxes — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This guidance also provides

11

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

directions on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  However, management’s conclusions regarding this guidance may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.  The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the nine and three months ended September 30, 2015 and 2014, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2011.

The Company incurred an estimated foreign income tax expense of $988 and $767 for the nine months ended September 30, 2015 and 2014, respectively.  There were no income tax liabilities from the hotel segment.  The Czech Republic has an applicable corporate income tax of 19%, while Germany has an applicable corporate income tax rate of 30%.  Estimated Czech corporate income tax payments are required to be paid quarterly.  TWC was current on all of its tax payments at September 30, 2015 and through the date of this report.

(n)Recent Accounting Pronouncements - In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The guidance clarifies the principles for recognizing revenue and establishes a common revenue standard for US GAAP and International Financial Reporting Standards.  Early adoption is permitted, but not before the original effective date for public companies (annual reporting periods beginning after December 15, 2016). Retrospective application is required.  The Company is currently evaluating the impact of adopting this standard and does not expect the standard to have any material impact on its consolidated financial statements.

In June 2014, the FASB issued guidance on stock compensation that requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  As such, the performance target should not be reflected in estimating the grant-date fair value of the award.  The guidance is effective for reporting periods beginning after December 15, 2015, with early adoption permitted.  The Company is evaluating the potential impacts of adopting the new guidance on its existing stock-based compensation plans.

In August 2014, the FASB issued guidance on the presentation of financial statements for a going concern. This provides guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, and annual and interim periods thereafter. The Company is reviewing the new standard for adoption and does not expect this standard to have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued an update on the treatment of extraordinary and unusual items. This update eliminates the concept of extraordinary items and the related income statement presentation of such items. The provisions of this guidance are effective for reporting periods beginning after December 15, 2015. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued an update on its guidance on the presentation of debt issuance costs.  This update requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt liability. The standard is effective for reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The update requires application of the updated guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

12

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

5.Purchase Price Allocation — Hotel Columbus.

The Company accounts for its Hotel Columbus acquisition under the acquisition method of accounting as indicated in FASB ASC 805, Business Combinations, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company identified and recorded assets acquired and liabilities assumed in this business combination, based on fair value estimates as of the date of acquisition (agreed to be as of September 1, 2014).  The purchase price allocation process requires an analysis and valuation of acquired assets, which included fixed assets, technologies, customer contracts and relationships, trade names and liabilities assumed, including contractual commitments and legal contingencies.  Based on an asset evaluation performed by an independent, certified appraiser, the Company determined that there was no material fair values in the technologies, customer contracts and relationships and trade names in the acquisition of the Hotel Columbus and that the acquisition was considered a “bargain purchase,” for which the fair value of the net assets acquired exceeded the price paid for the acquisition.  Thus, the excess value of €132, or approximately $149, was recognized as a gain in Other Income in the Company’s consolidated income statement for the three and nine months ended September 30, 2015.  ASC 805 also requires that prior to recognizing the gain, the acquirer must reassess whether it has correctly identified all of the assets acquired and liabilities assumed and recognize any additional assets or liabilities that result from that review.  TWC has reviewed the measurement procedures used in valuing the assets acquired and liabilities assumed and determined that all assets and liabilities have been correctly identified and recognized.

Thus, the Company allocated the fair value of all acquired assets, before depreciation, as follows:

Purchase Price Allocation	Fair Value Estimate at Acquisition Date		Final Fair Value at Acquisition Date		Final Fair Value at Acquisition Date		Net Book Value at September 30, 2015
Cash	€	2,100	€	2,100	$	2,700	$	2,352
Bank loan (Sparkasse)	3,600		3,600		4,700		4,032
Total purchase price consideration	5,700		5,700		7,400		6,384
Gain			132		149		149
Total	€	5,700	€	5,832	$	7,549	$	6,533
Fair value assigned to assets acquired:
Land	€	647	€	591	$	770	$	662
Buildings	4,460		4,446		5,744		4,980
Property & equipment	593		785		1,020		879
Inventory			10		15		12
Net Assets	€	5,700	€	5,832	$	7,549	$	6,533

6.Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld.

On June 16, 2015, TWHG, the wholly-owned, German subsidiary of TWC, which also owns the Hotel Columbus, acquired 100% of the partnership interests in the general partner and limited partner that owned the Hotel Freizeit Auefeld, a 93-room hotel with extensive meeting space and recreational amenities located in Hann. Münden, Germany, for a purchase price of €4,500, or approximately $4,950 at the acquisition date.  Although the transaction closed, and TWHG acquired the Hotel Freizeit Auefeld on June 16, 2015, the purchase agreement stipulated the effective acquisition date was to be retroactive to June 1, 2015, which had no impact on the purchase price.  The assets acquired by TWHG include: the hotel building and its contents, three food and beverage outlets, ten meeting rooms; an adjoining 13,000 square foot event hall, an adjoining tennis complex with four indoor courts, several

13

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

additional recreation areas, an independent townhouse comprised of one four-room and one six-room apartment, and the ground lease rights to the land upon which all of the hotel’s assets stand, the lease for which includes both a right of first refusal buyout and lease renewal options for an additional 70 years, to year 2154, in favor of TWHG.  The current ground lease expires on March 1, 2084.  Hotel Freizeit Auefeld was built in 1991 and expanded with new facilities in 2001.

Hotel Freizeit Auefeld, a full-service lodging property, caters to both business and leisure travelers.  The total acquisition cost was approximately €4,851, or approximately $5,336 at the acquisition date, including the 5.0% real estate transfer taxes of approximately €184, or approximately $202, on the estimated fair value of the buildings, applicable in the German State of Lower Saxony, and €167, or approximately $184, in closing costs and bank processing fees.  The acquisition was funded by a cash payment of €250, or approximately $275, and financed by TWC’s assumption of local bank loans from Bank Sparkasse Hann. Münden (“Sparkasse Hann. Münden Loan”), comprised of five loans aggregating €2,018, or approximately $2,220, with an average fixed interest rate of 4.94%, and by a seller-financed loan of €2,232, or approximately $2,455.   The assumed bank debt will convert in November 2015 to a single loan with the same lender, at a bank agreed-upon terms of 2.99% annual interest, fixed for 10 years, and amortized over 15 years, while the seller loan has terms of 3.0% annual fixed interest and will be amortize over 10 years, with a no-interest first two-month grace period.

As was done with the Hotel Columbus, the Company accounts for its Hotel Freizeit Auefeld acquisition under the acquisition method of accounting as indicated in ASC 805, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company identified and recorded assets acquired and liabilities assumed in this business combination, based on fair value estimates as of the date of acquisition.  The purchase price allocation process requires an analysis and valuation of acquired assets, which may include fixed assets, technologies, customer contracts and relationships, trade names and liabilities assumed, including contractual commitments and legal contingencies.

Pending finalization of the Company’s review of the fair value of assets acquired and liabilities assumed, the Company allocated initial fair value of all acquired assets, before depreciation, as follows:

Purchase Price Allocation	At Acquisition Date		At Acquisition Date
Cash	€	250	$	275
Bank loan (Sparkasse)	2,018		2,220
Seller loan	2,232		2,455
Total purchase price consideration	€	4,500	$	4,950
Provisional amounts assigned to assets acquired:
Buildings	€	3,680	$	4,048
Property & equipment	649		714
Intangibles	52		57
Goodwill	119		131
Estimated fair value of assets acquired	€	4,500	$	4,950

The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed.  The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values.  Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant.  The Company expects to finalize the valuation and complete the purchase price allocation on or before June 1, 2016.

14

TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

(All financial figures in thousands, except for exchange rate and share data)

Prior to TWC’s purchase of the Hotel Freizeit Auefeld, the hotel property was leased to, and operated by, an independent, third-party hotel operator (lessee).  The owner of the hotel property was receiving only rent income from the lessee.  As such, the unaudited hotel operational and financial data was provided by the lessee to TWC for the purpose of evaluating the viability of TWC’s investment and partly due to the fact that the lessee wanted to terminate its hotel lease.  Further, given the fact that the Hotel Freizeit Auefeld acquisition did not meet the significance tests, pursuant to the requirement to disclose financial statements in the Form 8-K and due to the lack of practical US GAAP financial statements, TWC has not included pro forma financial statements for this hotel acquisition.

7.Segment Information.

Effective since the acquisition of the Hotel Columbus as of September 1, 2014, the Company recognized two reporting segments (a casino segment and a hotel segment) and corporate (which, for accounting purposes, is not considered to be a separate “segment”).  The casino segment is entirely in the Czech Republic, while the hotel segment is comprised of two hotels in Germany.  There are no internal transactions between our reporting segments.  The Hotel Columbus and Hotel Freizeit Auefeld are reported under the hotel segment and the Hotel Savannah and Spa, as part of the Route 59 Complex, is reported under the casino segment.

Below is a presentation of the reporting segments:

Operations by Segment

	Three Months Ended September 30, 2015												Three Months Ended September 30, 2014
	Casino			Hotel			Corporate			Consolidated			Casino			Hotel			Corporate			Consolidated
Total revenues	$	9,369		$	1,159		$	—		$	10,528		$	9,385		$	302		$	—		$	9,687
Costs and expenses:
Cost of revenues	(4,786		)	(663		)				(5,449		)	(5,019		)	(99		)				(5,118		)
Depreciation and amortization	(334		)	(168		)	(2		)	(504		)	(361		)	(39		)	(2		)	(402		)
Selling, general and administrative	(1,776		)	(517		)	(711		)	(3,004		)	(2,001		)	(108		)	(912		)	(3,021		)
Interest expense	(1		)	(68		)				(69		)	(1		)	(8		)				(9		)
Total costs and expenses	(6,897		)	(1,416		)	(713		)	(9,026		)	(7,382		)	(254		)	(914		)	(8,550		)
Income (loss) before foreign income taxes	2,472			(257		)	(713		)	1,502			2,003			48			(914		)	1,137
Foreign income taxes	(336		)							(336		)	(269		)							(269		)
Net income (loss)	$	2,136		$	(257	)	$	(713	)	$	1,166		$	1,734		$	48		$	(914	)	$	868

	Nine Months Ended September 30, 2015												Nine Months Ended September 30, 2014
	Casino			Hotel			Corporate			Consolidated			Casino			Hotel			Corporate			Consolidated
Total revenues	$	27,241		$	2,545		$	—		$	29,786		$	27,925		$	302		$	—		$	28,227
Costs and expenses:
Cost of revenues	(14,080		)	(1,312		)				(15,392		)	(15,035		)	(99		)				(15,134		)
Depreciation and amortization	(991		)	(348		)	(6		)	(1,345		)	(1,173		)	(39		)	(6		)	(1,218		)
Selling, general and administrative	(5,640		)	(1,124		)	(2,907		)	(9,671		)	(5,873		)	(108		)	(3,113		)	(9,094		)
Interest expense	(2		)	(138		)				(140		)	(5		)	(8		)				(13		)
Other income	—			149						149						—						—
Total costs and expenses	(20,713		)	(2,773		)	(2,913		)	(26,399		)	(22,086		)	(254		)	(3,119		)	(25,459		)
Income (loss) before foreign income taxes	6,528			(228		)	(2,913		)	3,387			5,839			48			(3,119		)	2,768
Foreign income taxes	(988		)							(988		)	(767		)							(767		)
Net income (loss)	$	5,540		$	(228	)	$	(2,913	)	$	2,399		$	5,072		$	48		$	(3,119	)	$	2,001

Selected Balance Sheet Data by Segment

	At September 30, 2015								At December 31, 2014
	Casino		Hotel		Corporate		Consolidated		Casino		Hotel		Corporate		Consolidated
Property and equipment, net	$	25,375	$	11,348	$	799	$	37,522	$	27,418	$	7,208	$	843	$	35,469
Goodwill (allocated)	4,998		131				5,129		5,322						5,322
Other assets, excluding property and equipment and goodwill	8,250		2,021		587		10,858		6,957		1,267		472		8,696
Total Assets	$	38,623	$	13,500	$	1,386	$	53,509	$	39,697	$	8,475	$	1,315	$	49,487

15

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note on Forward-Looking Information

This Form 10-Q contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the use in those statements of terminology such as “may,” “will,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. The forward-looking statements included in this Form 10-Q address activities, events or developments that we expect or anticipate will or may occur in the future.

Although we believe the expectations expressed in the forward-looking statements included in this Form 10-Q are based on reasonable assumptions within the bounds of our knowledge of our business at the time the statements are made, a number of factors outside of our control could cause actual results to differ materially from those expressed in any of the forward-looking statements included in this Form 10-Q. Any one or a combination of these factors could materially affect our financial performance, business strategy, business operations, plans, goals and objectives. These factors include but are not limited to:

·the market’s acceptance of our gaming and hotel offerings;

·the effect of competition in our markets;

·the political, legislative, and regulatory climates and changes upon our business;

·the impact of fluctuations of currencies on revenue we receive or expenses we incur;

·the weather conditions in the markets that we serve; and

·other factors described in our Form 10-K for the year ended December 31, 2014 under the headings “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk.”

Forward-looking statements that we make or that are made by others on our behalf are based on a knowledge of our business and the environment in which we operate, but because of the factors noted above, actual results may differ significantly from those in forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. The results or developments we anticipate may not be realized. Even if substantially realized, those results or developments may not result in the expected consequences for us or affect us, our business or our operations in the ways we expect. We caution readers not to place undue reliance on any of these forward-looking statements in this Form 10-Q, which speak only as of their dates. We assume no obligation to update any of the forward-looking statements.

Nature of Business and Competition

We are engaged in the acquisition, development and management of niche casino operations in Europe, which feature gaming tables and mechanized gaming devices, such as video slot machines, as well as the acquisition, development and the management of midsize hotels, which may include casino facilities.  Our expansion into the hotel industry was founded on management’s belief that hotels in the midsize class are complementary to our casino brand; that opportunities in one of these two industries often lead to, or are tied to, opportunities in the other industry; and that a more diversified portfolio of assets will give us greater stability and make us more attractive to potential investors.  Further, several of our top management executives have extensive experience in the hotel industry.

Currently, we own and operate three casinos and a hotel in the Czech Republic (“CZ”).  Our Ceska casino, located at Ceska Kubice, in the western part of the CZ close to the border of Germany, currently has six competitors.  Our other two Czech casinos are located in the southern part of the CZ, close to the Austrian border.  The larger of these two, “Route 55,” located in Dolni Dvoriste, has two competitors, and our other casino, “Route 59,” is located in Hate, near Znojmo,

16

and currently has three competitors.  Our Hotel Savannah features eight banquet halls for meetings and special events as well as a full-service restaurant and bar, and is connected to our Route 59 casino with the joint facility’s main restaurant linking the two buildings.  Along with the hotel operation, we also launched a full-service spa operation, the Spa at Hotel Savannah (the “Spa”), the operations of which are outsourced to a private, independent contractor and are attached to Hotel Savannah.  The Spa offers Ayurvedic massage therapies and an indoor pool.  Hotel Savannah and the Spa have eight regional competitors, five of which are located in Austria.

On November 23, 2011, we acquired the Ceska casino building and associated land and an adjacent outbuilding and related plot from the town of Ceska Kubice, from which we had been renting the facilities. The acquisition allowed us to undertake much needed capital improvements to the building, as competition in the Ceska area has increased dramatically in recent years.  We invested approximately CZK 36.0 million, or $1.4 million, for the first phase of the capital improvements, which was to expand the Ceska facility by connecting the existing casino with an annex building, in which five VIP guest rooms, offices, and storage areas are located.  The work encompassed additional renovation and reconfiguration of existing slot areas.  The remodeled slot room permitted the addition of 20 video slot machines, which were added on September 1, 2013.  The second phase, with a budget of CZK 4.6 million, or approximately $180,000, was completed in the first quarter of 2014.  The total cost of the building purchase, facility expansion and renovation has been funded by excess cash flow from the Company’s operations.

On September 10, 2014, TWC acquired all of the partnership interests of a private family partnership that owned the Hotel Columbus, a four-star 117-room hotel (the “Hotel Columbus”) located in Seligenstadt, Germany, near Frankfurt.  Although the transaction closed, and TWH&E acquired the Hotel Columbus on September 10, 2014, the signing parties agreed to set the acquisition date retroactive to September 1, 2014, which had no impact on the purchase price.  The purchase agreement called for the cash purchase by TWC of all of the partnership interests subject to a finalization of the purchase price allocation that was completed as of June 30, 2015 (see also Note 5 of the Notes to the Condensed Consolidated Interim Financial Statements above).

On June 16, 2015, TWC acquired acquired 100% of the partnership interests in the general partner and limited partner that owned the Hotel Freizeit Auefeld, a 93-room hotel (the “Hotel”) with extensive meeting space and recreational amenities located in Hann. Münden, Germany.  Although the transaction closed, and TWC acquired the Hotel Freizeit Auefeld on June 16, 2015, the purchase agreement stipulated the effective acquisition date to be retroactive to June 1, 2015, which had no impact on the purchase price.  The acquisition is subject to a finalization of the purchase price allocation (see Note 6 of the Notes to the Condensed Consolidated Interim Financial Statements above).

Exchange Rates

Due to the fact that the Company’s operations are located in Europe and principally in the Czech Republic and Germany, TWC’s financial results are subject to the influence of fluctuations in foreign currency exchange rates.  For our Czech operations, the revenue generated is generally denominated in euros (“EUR” or “€”) and the expenses incurred by these facilities are generally denominated in korunas (“CZK” or “Kč” ).  For our German hotel operation, the revenue generated and expenses incurred are primarily denominated in EUR.  As our primary reporting subsidiary, TWH&E, is a Czech entity, all revenues and expenses, regardless of sources of origin (including that of Hotel Columbus and Hotel Freizeit Auefeld, which are owned by TWH&E through its wholly-owned German subsidiary, TWHG), are recognized in the Czech currency and translated to U.S. dollars (“USD” or “$”) for reporting purposes.  A substantial change in the value of either of these currencies in relation to the value of the USD would have an impact on the results from our operations when translated into USD.  We do not hedge our foreign currency holdings or transactions.

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In our financial statements, the actual 2015 and 2014 operating results for the Czech operations and for the two German hotels were first converted to CZK, then were converted to USD using the monthly average of the daily exchange rates of each monthly reporting periods.  The monthly average of daily exchange rates for the CZK versus the USD and EUR, respectively, are presented in the following graphical chart.

The condensed consolidated balance sheet totals of the Company’s foreign subsidiaries at September 30, 2015 and December 31, 2014 were converted to USDs using the Czech central bank exchange rates, as reported at www.cnb.cz, and for information only, the USD to EUR interbank exchange rates, as reported at www.oanda.com, both of which are depicted in the following table:

As of	USD		CZK	EUR
September 30, 2015	$	1.00	24.2660Kč	€	0.8893
December 31, 2014	$	1.00	22.7853Kč	€	0.8226

The depreciation of the EUR currency versus the USD through the first nine months of 2015 and a corresponding decline in value of the CZK to the USD has materially negatively affected the Company’s operating results, as reported in USD.  For example: the nine-month average of daily CZK exchange rates to the USD of 20.277 for first nine months of 2014 and 24.564 for the first nine months of 2015 reflect a 21.1% USD currency appreciation.  Nevertheless, the negative impact of the foreign exchange fluctuations was partially offset by the revenue improvement the Company achieved in the first nine months of 2015.  The depreciation of the daily exchange rate of the CZK from December 31, 2014 of 22.7853 to September 30, 2015’s daily rate of 24.2260 was 6.3% and reduced our consolidated balance sheet at September 30, 2015, as presented in USD.

Critical Accounting Policies

The discussion and analysis of our consolidated financial condition and results of operations are based upon our condensed consolidated financial statements. These condensed consolidated financial statements have been prepared following US GAAP and Article 10 of Regulation S-X for interim periods and require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to potential impairment of goodwill and share-based compensation expense. As these are condensed consolidated financial statements, the reader should also

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review expanded information about our critical accounting policies and estimates provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Form 10-K for the year ended December 31, 2014. There have been no material changes to our critical accounting policies and estimates from the information provided in our Form 10-K for the year ended December 31, 2014.

RESULTS OF OPERATIONS

Performance Measures and Indicators

In discussing the consolidated results of operations, we may use or refer to performance measures and indicators that are common to the gaming industry, such as: (i) total live game drop, the dollar value of gaming chips purchased in a given period; (ii) live game drop per head (“DpH”), the per guest average dollar value of gaming chips purchased for cash; (iii) daily income per slot machine; (iv) net win, the difference between gaming wagers and the amount paid out to wagering patrons; (v) win percentage (“WP”), the ratio of net win over total drop; (vi) occupancy rate, the number of rooms sold divided by the number of rooms available; (vii) average daily rate (“ADR”), the average of room rental rates paid per day; and (viii) revenue per available room for rent (“RevPAR”), revenue generated per available room.  These measures are “non-GAAP financial measures.”

Review of the Condensed Consolidated Interim Results of the Company:

Three Months Ended September 30, 2015 and 2014:

	Three Months Ended September 30,
(in thousands)	2015			2014			Variance $			Variance %
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues, by reporting segment:
Casino	$	9,369		$	9,385		$	(16	)	-0.2	%
Hotel	1,159			302			857			283.7	%
Total revenue	10,528			9,687			841			8.7	%
Operating expenses:
Casino	4,786			5,019			(233		)	-4.6	%
Hotel	663			99			564			569.7	%
General and administrative	2,293			2,109			184			8.7	%
Corporate expenses	711			912			(201		)	-22.0	%
Depreciation and amortization	504			402			102			25.4	%
Total operating expenses	8,957			8,541			416			4.9	%
Operating income	1,571			1,146			425			37.1	%
Interest expense	(69		)	(9		)	(60		)	666.7	%
Income before foreign income tax	1,502			1,137			365			32.1	%
Foreign income taxes	(336		)	(269		)	(67		)	24.9	%
Net income	$	1,166		$	868		$	298		34.3	%

For the quarter ended September 30, 2015, we generated total revenue of approximately $10.5 million, a 8.7% increase, or $841,000, from the approximate $9.7 million from for the same quarter a year ago, resulting from the additional revenue from our hotel segment, which included only one month’s revenue from the Hotel Columbus in the quarter ended September 30, 2014.  Similar to the first six months of this year, the reduction in casino revenues in the third quarter of 2015, when compared with the prior year comparable quarter, resulted from the impact of the strength of USD, which represented an average of 14.5% in currency appreciation, together with the precipitous devaluation of the EUR currency versus the USD.  The casino revenue was supported by double-digit increases in consolidated attendance and slot revenues, when compared to the prior year quarter.  This business improvement was in part due to the continued high level of customer service provided to our patrons, which had also helped our casino operations achieved similar high results in the preceding two quarters, compared with the same periods in 2014.

For the third quarter of 2015, our hotel segment, compared of Hotel Columbus and Hotel Freizeit Auefeld, generated a combined total revenue of approximately $1.2 million, of which approximately 33.5% was from food and beverage (“F&B”) operations.  The hotel segment achieved a consolidated occupancy of 50.4% with an ADR of $72.50.

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Casino operating expenses were down by $233,000, or 4.6%, largely due to lower payroll-related expenses and complimentary F&B expenses.

General and administrative expenses were up $184,000, or 8.7%, mainly as a result of higher marketing-related expenses in the casino segment as well as to expenses incurred by Hotel Columbus and Hotel Freizeit Auefeld, which were acquired in September 2014 and June 2015, respectively and for the Hotel Freizeit Auefeld part did not exist in the prior year comparable quarter.

Corporate expenses were down by $201,000, or 22.0%, when compared with the same quarter last year, mainly resulting from a lower expenses for the annual profit sharing plan at this time this year.

Depreciation and amortization expense increased by $102,000, or 25.4%, resulting from the addition of assets, resulting from the acquisition of the two German hotels.

Operating income rose by $425,000, or 37.1%, largely due to the incremental hotel revenue that did not exist a year ago this period.

The interest expense of $69,000 for the third quarter of 2015 was from bank loans with Bank Sparkasse Seligenstadt and Bank Sparkasse Hann. Münden, used to secure the acquisitions of Hotel Columbus and Hotel Freizeit Auefeld, respectively.  The interest in 2014 was from capital leases.

Our foreign income tax provision of $336,000 was for the casino segment only.  There was no income tax liability for the hotel segment.

In sum, the negative effect of the weaker foreign exchange on net income was partially offset by the incremental income resulting from the revenue increase the Company achieved in the third quarter.  The additional income earned from the hotel segment contributed to a net income of approximately $1.2 million in 2015, a 34.3% increase over the same quarter in 2014.

Unlike in U.S.-based casinos, visitors to our casinos are required, by Czech law, to “check in” at the entrance reception desk, by presenting acceptable forms of picture identification, which effectively permits the Company to track the frequency of their visits and, to a limited extent, the duration of each visit.   As an incentive to gaming activity, we provide complimentary drinks and a free food buffet to all of our playing guests.  In addition to these general amenities, we also issue different classes of “loyalty” cards to customers who spend relatively longer periods of time playing. These cards entitle the holder and a set number of the holder’s guests, depending on the card type, to various complimentary benefits.  We also grant certain other privileges to our VIP players, at each local casino management’s discretion, such as opening a private gaming table, or extending the casino’s operating hours, and/or providing free room/hotel accommodations.  These loyalty cards are granted based on the frequency of the players’ visits and the aggregate total drop for a pre-determined number of visits.  The complimentary F&B, hotel accommodations and other player-related costs were recognized in our gaming departmental expenses, included in the casino operating expenses, which totaled approximately $603,000 or 6.9% of gaming departmental revenues for the three months ended September 30, 2015, versus $641,000 or 7.3% of gaming departmental revenues for the comparable period in 2014.  General gifts and giveaways, which were also recognized in our gaming department, excluding VIP personal gifts, represented $192,000 or 2.2% of gaming departmental revenues for the same three months in 2015, compared with $190,000 or 2.2% of gaming departmental revenues for the comparable period in 2014.

The VIP personal gifts, which consist primarily of granted player loyalty points, were booked as special promotion expenses in the marketing department (in selling, general and administrative costs), and totaled approximately $22,000 for the third quarter in 2015, versus $7,000 for the same quarter a year ago.

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Nine Months Ended September 30, 2015 and 2014:

	Nine Months Ended September 30,
(in thousands)	2015			2014			Variance $			Variance %
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues, by reporting segment:
Casino	$	27,241		$	27,925		$	(684	)	-2.4	%
Hotel	2,545			302			2,243			742.7	%
Total revenue	29,786			28,227			1,559			5.5	%
Operating expenses:
Casino	14,080			15,035			(955		)	-6.4	%
Hotel	1,312			99			1,213			1225.3	%
General and administrative	6,764			5,981			783			13.1	%
Corporate expenses	2,907			3,113			(206		)	-6.6	%
Depreciation and amortization	1,345			1,218			127			10.4	%
Total operating expenses	26,408			25,446			962			3.8	%
Operating income	3,378			2,781			597			21.5	%
Interest expense	(140		)	(13		)	(127		)	976.9	%
Other income	149			—			149			100.0	%
Income before foreign income tax	3,387			2,768			619			22.4	%
Foreign income taxes	(988		)	(767		)	(221		)	28.8	%
Net income	$	2,399		$	2,001		$	398		19.9	%

For the nine months ended September 30, 2015, our total revenue increased to approximately $29.8 million, a approximately $1.6 million increase, or 5.5%, from $28.2 million for the same nine-month period ended September 30, 2014, principally due to the $2.2 million increase generated from our hotel segment.  Live game and slot attendances were both up in double-digits at our casinos.  Although slot revenue increased by 7.5% for the nine-month period, it was not sufficient to offset the lower live game revenue, which resulted from the higher proportion of live game losses to our regular players and drove down our WP by 1.9 percentage points.  The increase in slot revenue was attributable to a combination of the effectiveness of our player loyalty programs, high customer service levels and popular internal promotional events.  The negative effect of the foreign exchange decline was partially offset by the local revenue improvement the Company achieved in each of the three successive quarters of 2015.

Our hotel segment generated $2.5 million in total revenue, of which 34.6% was from F&B revenues.  The hotel segment also achieved a consolidated occupancy of 48.1% with an ADR of $76.13.

Our casino operating expenses were down $955,000, or 6.4%, largely from lower payroll-related expenses and revenue-driven gaming taxes.

General and administrative expenses increased by $783,000, or 13.1%, mainly due to expenses incurred by Hotel Columbus and Hotel Freizeit Auefeld, which partially did not exist a year ago, and to Hotel Freizeit Auefeld acquisition-related expenses, which notably included a reserve for real estate transfer tax of €184,000, or $202,000 and approximately €167,000, or $184,000, in related closing costs and bank fees.

Corporate expenses decreased by $206,000, or 6.6%, partially from a lower Profit Sharing Plan expenses at the end of the third quarter, when compared with the same period a year ago.

Depreciation and amortization expense increased by $127,000, or 10.4%, primarily from the addition of hotel assets.

Operating income climbed by $597,000, or 21.5%, in large part due to the revenue from our hotel segment.

The interest expense of $140,000 for the nine-month period ended September 30, 2015 was attributable to the bank loans with Bank Sparkasse Seligenstadt and Bank Sparkasse Hann. Münden, used to secure the acquisitions of Hotel Columbus and Hotel Freizeit Auefeld, respectively.  The interest in 2014 was from capital leases and the one-month of non-cash interest paid on our Ceska Municipal loan that was paid off in January 2014.

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Other income of $149,000 represented the one-time gain from the bargain purchase of Hotel Columbus.  (See Note 5 of the Notes to the Condensed Consolidated Interim Financial Statements).

Our foreign income tax provision of $988,000 included a credit adjustment of approximately $10,000 for over-estimated taxes.  There were no tax liabilities from the hotel segment.

We achieved a net income of approximately $2.4 million for the nine-month period ended September 30, 2015, which was a 19.9% improvement on the $2.0 million earned a year ago this period.

The complimentary F&B, hotel accommodations and other player-related costs totaled $1.8 million or 7.0% of gaming departmental revenues for the nine months ended September 30, 2015, versus approximately $1.9 million or 7.2% of gaming departmental revenues for the comparable period in 2014.  General gifts and giveaways, excluding VIP personal gifts, represented $550,000 or 2.1% of gaming departmental revenues for the same nine-month period in 2015, compared with $528,000 or 2.0% of gaming departmental revenues for the comparable period in 2014.

The VIP personal gifts, consisting primarily of granted player loyalty points, were booked as special promotion expenses in the marketing department (in selling, general and administrative costs), and totaled approximately $72,000 for the nine-month period in 2015, versus $37,000 for the same period a year ago.  The increase was due to the higher volume of play by VIP players in this year.

Our Operating Facilities:

Our free-standing casinos each offer free parking, a restaurant, lounge areas and multiple bars.

Ceska

Our Ceska Casino, which has been re-themed in connection with an expansion and renovation project that began at the beginning of 2013 and ended at March 31, 2014, now has a Frank Lloyd-Wright-inspired organic modern theme.  As of September 30, 2015, Ceska had 15 gaming tables, including seven card tables, seven roulette tables, and a 10-position, Slingshot, multi-win roulette table.  The casino also features 100 video slot machines.  In addition to the games, Ceska also offers five luxurious hotel-like guest rooms, which, when not used as courtesy accommodations for our valuable players and guests, can be rented to paying overnight guests.  The address of our Ceska casino is Ceska Kubice 64, Ceska Kubice 345 32, in the Pilsen region of the Czech Republic.

Route 59

As of September 30, 2015, our Route 59 Casino, which has a New Orleans in the 1920’s theme, operated 21 gaming tables, consisting of ten card tables, ten roulette tables, and a 16-position, Slingshot multi-win roulette table, as well as 144 video slot machines, 18 of which were added in April 2015.  Route 59 Casino is connected to the Hotel Savannah via a wide public-area corridor, to permit easier access between the two operations.  Route 59 is located at 199 American Way, Hate-Chvalovice, Znojmo 669 02, in the South Moravia region of the Czech Republic.

Route 55

Our Route 55 Casino features a Miami Beach “Streamline Moderne” style, reminiscent of Miami Beach in the early 1950’s.  As of September 30, 2015, the two-story casino offered 23 tables, including 12 card tables, 10 roulette tables, a 16-position, Slingshot multi-win roulette table, as well as 138 video slot machines.  On the mezzanine level, the casino offers an Italian restaurant, an open buffet area, a VIP lounge, a VIP gaming room equipped with four gaming tables, which are included in the 23 table count, and three luxurious hotel-like guest rooms, similar to the five guest rooms at Ceska.  Route 55 is located at Grenzubergang Wullowitz, Dolni Dvoriste 382 72, in the South Bohemia region of the Czech Republic.

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Hotel Savannah and the Spa at Hotel Savannah

As a complement to our gaming operations, we opened Hotel Savannah, a 77-room, European four-star deluxe hotel, the first Company-constructed hotel.  We also launched a full-service spa, the Spa, which is attached to the hotel. The operation of the Spa, which features a large indoor pool and Ayurvedic massage therapy, is sub-contracted to a local operator.  Hotel Savannah, which offers eight banquet halls for meetings and conventions, is connected to our Route 59 casino by the hotel restaurant that links the two buildings.  The combined operation of the hotel and Spa has proven to benefit Route 59 by attracting additional business to the casino.

Hotel Columbus

In September 2014, we acquired a four-star 117-room hotel, Hotel Columbus, located in the suburbs of Seligenstadt, Germany, about a 20-minute, equidistant drive from Frankfurt city center and the Frankfurt International Airport.  Hotel Columbus was constructed in 2001 and was operated profitably, at the time of purchase, by a private family, primarily as a hotel for business travelers.  Hotel Columbus currently has 99 single rooms and 18 double rooms.  It also features six meeting rooms, a spacious restaurant and separate breakfast room, each with its own kitchen, two bars, a 37-place parking garage and 22 surface lot parking places.  Hotel Columbus is located at Am Reitpfad 4, 63500 Seligenstadt, in the State of Hesse, Germany.

Hotel Freizeit Auefeld

In June 2015, we acquired our newest hotel, a four-star 93-room hotel, Hotel Freizeit Auefeld, located in Hann. Münden, Germany.  Hotel Freizeit Auefeld, which was built in 1991 and expanded with new facilities in 2001, was selected for acquisition by the Company because of its location, approximately two hours driving time from our Hotel Columbus, allowing TWC to employ one hotel director to manage both properties. The Hotel is the only full-service lodging property in the local area, and therefore has a broad target market, as it caters to both business and leisure travelers to the region.  The hotel features three F&B outlets, ten meeting rooms; an adjoining 13,000 square foot event hall, an adjoining tennis complex with three indoor courts, several additional recreation areas, and an independent townhouse comprised of one four-room unit and one six-room unit.  The ground lease rights, upon which all of the hotel’s assets stand, currently expires on March 1, 2084. The lease for which includes both a right of first refusal buyout and renewal options in favor of TWC.  TWC believes that the addition of this hotel will further contribute the Company’s profitability and diversification goals.  Hotel Freizeit Auefeld is located at Hallenbadstrasse 33, 34346 Hann. Münden, in the State of Lower Saxony, Germany.

Sales and Marketing

We utilize a wide range of media marketing and promotional programs in an effort to secure and enhance our competitive position in the respective markets being served and to differentiate our product from our competitors.  With respect to our Czech casinos, we aggressively target key cities in our media campaigns, most notably Vienna and Linz in Austria, and Regensburg in Germany as well as the areas surrounding these cities, all of which are within driving distance of our casinos.  We intend to market the Hotel Columbus to the Frankfurt business and tourist markets, as well as the surrounding communities.  The Hotel Freizeit Auefeld will be marketed to the local and regional areas surrounding the hotel as well as the leisure market.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2015, we had a working capital surplus of approximately $4.0 million, an increase of $2.1 million, from the working capital surplus of approximately $1.8 million at December 31, 2014.  Net cash provided by operating activities for the nine months ended September 30, 2015 was approximately $3.3 million versus $2.5 million for the same prior year period.  The increase in cash provided by operating activities was due in part to stronger net income earned, the increase in foreign income tax and gaming tax accruals, and higher depreciation expense, that, in aggregate, were partially offset by reductions in accounts payable, deposits and other assets, prepaid expenses, and a gain that resulted from the bargain purchase of Hotel Columbus.  Net cash used in investing activities of $709,000 consisted of the €250,000, or $275,000, cash payment, from our excess cash flow from operations, to the seller for the acquisition of the Hotel Freizeit Auefeld and annual capital improvement expenditures for our other properties.  Net cash used in financing activities of $313,000 consisted of the principal payments on the Hotel Columbus’s Bank Sparkasse Seligenstadt loan and on the

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existing bank loans from Bank Sparkasse Hann. Münden and the Hotel Freizeit Auefeld’s seller loan.  The assets acquired from Hotel Freizeit Auefeld acquisition were largely financed by non-cash investments and financing.

We are obligated under various contractual commitments over the next five years.  We have no off-balance sheet arrangements.  The following is a five-year summary of our commitments as of September 30, 2015:

(in thousands)			Less than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		Thereafter
Long-term, secured debt, foreign (1)	$	8,410	$	559	$	1,160	$	1,232	$	5,459
Slot machine leases (2)	8,880		1,776		3,552		3,552
Operating and other capital leases (3)	505		122		203		180
Ground lease (4)	1,991		29		58		58		1,846
Employment agreement (5)	790		677		113
Total contractual obligations	$	20,576	$	3,163	$	5,086	$	5,022	$	7,305

(1)Includes (i) the €3.6 million, or $4.0 million, Bank Sparkasse Seligenstadt Loan for the Hotel Columbus acquisition, a 15-year commercial loan with a fixed interest rate of 3.1% for the first ten years, followed by a prevailing market-based fixed interest rate for this type of loan for the remainder of the term; (ii) the assumed five bank loans totaling €2.0 million, or approximately $2.2 million, with an average fixed interest rate of 4.94%, from Bank Sparkasse Hann. Münden for the Hotel Freizeit Auefeld acquisition, to be refinanced in November 2015 under agreed terms of 2.99% annual interest, fixed for 10 years, followed by a prevailing market-based fixed interest rate for this type of loan for the remainder of the term, and amortization over 15 years; and (iii) a seller loan of €2.2 million, or approximately $2.5 million, with terms of 3.0% annual fixed interest and amortization over 10 years.

(2)The annual slot lease expenses are estimated, since each slot machine is on a five-year lease with varying term maturity, and can be terminated at any time with a 3-month payment penalty.

(3)Includes long-term lease for corporate office space and capital leases.

(4)Represents the remaining 69 years on a 70-year term ground lease, upon which all the hotel assets of the Hotel Freizeit Auefeld stand, with an annual lease payment of €26,078 or $27,770.  The lease expires on March 1, 2084.

(5)Represents the salary obligation under two separate employment agreements.

PLAN OF OPERATIONS

We strive to develop and implement marketing and operational strategies that are designed to increase attendance and occupancy, in the case of our hotels, and revenues at our existing locations in the Czech Republic and Germany, while focusing on minimizing costs, which includes cost-sharing alliances with non-competing businesses such as food and beverage vendors, where advantageous. We endeavor to find synergy of operations between our Route 59 Casino and its attached Hotel Savannah to enhance revenues and reduce operational redundancies.  We have taken this approach also with staffing at our two German hotels.

Long Range Objective

Our operations have been diversified somewhat by the recent acquisitions of two German hotels, lessening, to a small extent at this point in time, our dependence on our primary gaming business in the Czech Republic. Our senior corporate management, several of whom have extensive experience in the hotel industry, have strived to expand and diversify the Company’s operations through the acquisition and/or development of new, complementary non-gaming business units, such as hotels, while continuing to grow the Company’s existing gaming operations in and outside the Czech Republic. We will also seek to acquire, manage or lease new business units that complement our existing operations. Acquisitions will be based on evaluations of the potential returns of projects that arise and, for certain projects, the availability of financing.

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ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4.                CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Exchange Act Rule 13a-15(e), which is designed to provide reasonable assurance that information, which is required to be disclosed in our reports filed pursuant to the Exchange Act, is accumulated and communicated to management in a timely manner. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.  At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including Mr. Ramadan, our CEO and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, Mr. Ramadan concluded that, as of the date of such evaluation, our disclosure controls and procedures were effective.  We made no changes in our internal controls over financial reporting during the third quarter of 2015 that materially affected, or are likely to materially affect, our internal controls over financial reporting.  Further, our management assessed the effectiveness of our internal controls over financial reporting as of September 30, 2015.  Based on this assessment, management believes that, as of September 30, 2015, our internal controls over financial reporting were effective.

PART II - OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS

We are often subject to various contingencies, the resolutions of which, our management believes will not have a material adverse effect on our consolidated financial position or results of operations.  We were not involved in any material litigation as of September 30, 2015, or through the date of this filing.

ITEM 1A.             RISK FACTORS

There has been no change of risk factors from the information provided in our Form 10-K for the year ended December 31, 2014.

The risk factors highlighted in our Form 10-K for the year ended December 31, 2014 are not the only risks our Company is facing.  Additional risks and uncertainties not currently known to us or that we deem to be immaterial at this time also may materially adversely impact our business, financial condition and operational results in the future.

ITEM 5.                OTHER INFORMATION

On October 21, 2015, Mr. Thomas C. Mähder, the Company’s Managing Director of Operations in Europe, died suddenly from a heart attack. The Company is, as of the date of this report, working to find a replacement for him.

ITEM 6.                EXHIBITS

Reference is made to the Exhibit Index hereinafter contained.

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TRANS WORLD CORPORATION
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015

Item No	Item	Method of Filing
3.1(a)	Articles of Incorporation	Incorporated by reference to Exhibit 3.1 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
3.1(b)	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to Exhibit 3.1 contained in the Form 10-KSB for the fiscal year ended December 31, 2000 (File No. 0-25244).
3.1(c)	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to Exhibit 3.1 contained in the Form 10-KSB for the fiscal year ended December 31, 2004 (File No. 0-25244).
3.2(a)	Bylaws	Incorporated by reference to Exhibit 3.2 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
3.2(b)	Amended Bylaws, dated February 5, 2015	Incorporated by reference to Exhibit 3.2(b) contained in the Form 8-K filed on February 6, 2015 (File No. 0-25244).
4.1	Specimen Common Stock Certificate	Incorporated by reference to Exhibit 4.1 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
4.2	Indenture dated March 31, 1998, as supplemented on October 29, 1998.  October 15, 1999 and September 10, 2001, among the registrant, TWC International  U.S. Corporation, TWC Finance Corp. and U.S. Trust Company of Texas, N.A.	Incorporated by reference to Exhibit 4(1) contained in the Form 8-K filed on April 14, 1998 (File No.0-25244).
4.3	Indenture dated March 31, 1998, as supplemented on October 29, 1998, October 15, 1999 and September 10, 2001, between TWC International U.S. Corporation and U.S. Trust Company of Texas, N.A.	Incorporated by reference to Exhibit 4(III) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244).
4.4	Series A Warrant to Purchase Common Stock dated March 31, 1998	Incorporated by reference to Exhibit 4(VI) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244).
4.5	Series B Warrant to Purchase Common Stock dated March 31, 1998	Incorporated by reference to Exhibit 4(VII) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244).
4.6	Series C Warrant to Purchase Common Stock dated March 31, 1998	Incorporated by reference to Exhibit 4(II) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244).

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4.7	Series G Warrant to Purchase Common Stock dated March 31, 1999	Incorporated by reference to Exhibit 10.49 contained in the Form 10-KSB filed on May 30, 2000 (File No. 0-25244).
4.8	Agreement to Amend Warrants dated March 31, 1998 among the Company and the named Holders	Incorporated by reference to Exhibit 4(VIII) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244).
10.1	1993 Incentive Stock Option Plan	Incorporated by reference to Exhibit 10.13 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
10.2	Loan Agreement dated June 11, 1997 between the Company and Value Partners	Incorporated by reference to Exhibit 10.36 contained in the Form 8-K filed on June 17, 1997 (File No. 0-25244).
10.3	Loan Agreement dated October 27, 1997, between Value Partners, and the Company	Incorporated by reference to Exhibit 10.39 contained in the Form 10-QSB for the quarter ended September 30, 1997, filed on November 12, 1997 (File No. 0-25244).
10.4	Employment Agreement between the Company and Rami S. Ramadan dated July 12, 1999	Incorporated by reference to Exhibit 10.1 contained in the Form 8-K filed on July 13, 1999 (File No. 0-25244).
10.5	Amendment to Employment Agreement between the Company and Rami S. Ramadan dated July 1, 2002	Incorporated by reference to Exhibit 10.5 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.6	1998 Incentive Stock Option Plan	Incorporated by reference to Exhibit 10.46 contained in the Form 10-KSB filed on May 26, 2000 (File No. 0-25244).
10.7	1999 Non-Employee Director Stock Option Plan	Incorporated by reference to Exhibit 10.47 contained in the Form 10-KSB filed on May 26, 2000 (File No. 0-25244).
10.8	Form 12% Secured Senior Note due March 2005	Incorporated by reference to Exhibit 10.48 contained in the Form 10-KSB filed on May 26, 2000 (File No. 0-25244).
10.9	English Restatement of the Spanish Agreement of Sale of Casino de Zaragoza	Incorporated by reference to Exhibit 99.2 contained in the Form 8-K filed on January 9, 2002 (File No. 0-22544).
10.10	Form of Fourth Supplemental Trust Indenture by and among Trans World Corporation, TWG International U.S. Corp., TWG Finance Corp. and the Bank of New York Trust Company of Florida, N.A. (as Trustee)	Incorporated by reference to Exhibit 10.10 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.11	Waiver and Forbearance of Covenant Violations (Interest) — Primary Indenture	Incorporated by reference to Exhibit 10.11 contained in the Registration Statement on Form S-4 (File No. 333-101028).

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10.12	Waiver and Forbearance of Covenant Violations (Interest) — Finance Indenture	Incorporated by reference to Exhibit 10.12 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.13	Indemnification Agreement by and between Value Partners, Ltd., Trans World Corporation and TWG International U.S. Corporation dated February 12, 2003	Incorporated by reference to Exhibit 10.13 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.14	Agreement and Plan of Recapitalization dated June 25, 2003 between the Company and the named Holders	Incorporated by reference to Exhibit 4.9 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.15	Form of  8% Rate Promissory Note due 2006	Incorporated by reference to Exhibit 4.10 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.16	Form of Variable Rate Promissory Note due 2010	Incorporated by reference to Exhibit 4.11 contained in the Registration Statement on Form S-4 (File No. 333-101028).
10.17	2004 Equity Incentive Plan, as amended	Incorporated by reference to Appendix E contained in the Proxy Statement for the 2004 Annual Meeting and from the discussion contained at page 12-14 of the proxy statement for the 2005 Annual Meeting, at page 14-15 of the proxy statement for the 2006 Annual Meeting, and at page 14-15 of the proxy statement for the 2007 Annual Meeting (File No. 0-25244).
10.18	Renewal and Amendment of Employment Agreement between the Company and Rami S. Ramadan, Effective as of July 1, 2005	Incorporated by reference to Exhibit 10.18 contained in the Form 10-KSB filed on March 17, 2006 (File No. 0-25244).
10.19	Renewal and Amendment of Employment Agreement between the Company and Rami S. Ramadan, Effective as of July 1, 2008	Incorporated by reference to Exhibit 99.1 contained in the Form 8-K filed on November 21, 2008 (File No. 0-25244).
10.20	Shareholder Agreement to add Director Nominees to the slate for the 2014 Annual Meeting of Stockholders, Effective as of April 21, 2014	Incorporated by reference to Exhibit 10.20 contained in the Form 8-K filed on April 22, 2014 (File No. 0-25244).
10.21	2014 Equity Incentive Plan, Adopted on June 25, 2014	Incorporated by reference to Exhibit 10.21 contained in the Form 8-K filed on June 27, 2014 (File No. 0-25244).
10.22	Change to the Company’s Registered Certified Accountants, Effective as of July 2, 2014	Incorporated by reference to Exhibit 10.22 contained in the Form 8-K filed on July 7, 2014 (File No. 0-25244).
10.23	Partnership Interest Purchase Agreement to acquire the Hotel Columbus, dated September 10, 2104	Incorporated by reference to Exhibit 10.23 contained in the Form 8-K filed on September 15, 2014 (File No. 0-25244).

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10.24	Amendment of Employment Agreement between the Company and Rami S. Ramadan, Effective as of November 11, 2014	Incorporated by reference to Exhibit 10.24 contained in the Form 8-K filed on November 14, 2014 (File No. 0-25244).
10.25	2006 Deferred Compensation Plan, Amended and Restated, effective November 18, 2008	Incorporated by reference to Exhibit 99.3 contained in the Form 8-K filed on November 21, 2008 (File No. 0-25244).
10.26	Partnership Interest Purchase Agreement to Acquire the Hotel Freizeit Auefeld, dated June, 2, 2015	Incorporated by reference to Exhibit 10.26 contained in the Form 8-K filed on June 19, 2015 (File No. 0-25244).
14.0	Code of Ethics	Incorporated by reference to Exhibit 14.0 contained in the 2008 Proxy Statement filed on May 14, 2008 (File No. 0-25244).
21.0	Subsidiaries	Incorporated by reference to Exhibit 21.0 contained in the Form 10-K filed on March 10, 2015 (File No. 0-25244).
31.0	Section 302 Certification of Chief Executive Officer and Chief Financial Officer	Filed herewith.
32.0	Section 906 Certification of Chief Executive Officer and Chief Financial Officer	Filed herewith.
101	The following financial information from Trans World Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the SEC on November 10, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Income Statement and Comprehensive Income (Loss) for the nine and three-month periods ended September 30, 2015 and 2014 (unaudited), (ii) the Condensed Consolidated Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014, (iii) the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited), and (iv) Unaudited Notes to Condensed Consolidated Interim Financial Statements.*

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANS WORLD CORPORATION
Date:    November 10, 2015	By:	/s/ Rami S. Ramadan
		President, Chief Executive Officer and
		Chief Financial Officer
		(Principal Executive and Financial Officer)

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EX-31.0

EXHIBIT 31.0

RULE 13a-14a/15d-14(a) CERTIFICATION OF THE

CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER

I, Rami S. Ramadan, the Chief Executive Officer/Chief Financial Officer of Trans World Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trans World Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding  the reliability of financial reporting and the preparation of  financial statements for external purposes in accordance with generally accepted  accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this quarterly report any material changes in the registrant’s internal control over financial reporting that occurred during  the registrant’s most recent fiscal quarter (the registrant’s third fiscal quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information;  and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   November 10, 2015	By:	/s/ Rami S. Ramadan
		Chief Executive Officer/Chief Financial Officer

EX-32.0

EXHIBIT 32.0

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

The undersigned executive officer of Trans World Corporation (the “Registrant”) hereby certifies that the Registrant’s Form 10-Q for the quarter ended September 30, 2015 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:  November 10, 2015	By:	/s/ Rami S. Ramadan
		Rami S. Ramadan
		President, Chief Executive Officer, and
		Chief Financial Officer

This certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Trans World Corporation and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

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Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($) item	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($) segment item	Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Segment Reporting
Number of reporting segments | segment			2
Number of hotels owned and operated | item	2		2
Total revenues	$ 10,528	$ 9,687	$ 29,786	$ 28,227
Cost of Revenues	(5,449)	(5,118)	(15,392)	(15,134)
Depreciation and amortization	(504)	(402)	(1,345)	(1,218)
Selling, general and administrative	(3,004)	(3,021)	(9,671)	(9,094)
Interest Income (Expense), Nonoperating, Net	(69)	(9)	(140)	(13)
Other Nonoperating Income (Expense)			149
Total costs and expenses	(9,026)	(8,550)	(26,399)	(25,459)
INCOME BEFORE FOREIGN INCOME TAXES	1,502	1,137	3,387	2,768
FOREIGN INCOME TAXES	(336)	(269)	(988)	(767)
NET INCOME	1,166	868	2,399	2,001
Total Assets
TOTAL ASSETS	53,509		53,509		$ 49,487
Other Assets	10,858		10,858		8,696
Property, equipment and capital lease, net	37,522		37,522		35,469
Goodwill	5,129		5,129		5,322
Total current liabilities	5,363		5,363		5,519
Long-term liabilities	8,136		8,136		4,388
Corporate
Segment Reporting
Depreciation and amortization	(2)	(2)	(6)	(6)
Selling, general and administrative	(711)	(912)	(2,907)	(3,113)
Total costs and expenses	(713)	(914)	(2,913)	(3,119)
INCOME BEFORE FOREIGN INCOME TAXES	(713)	(914)	(2,913)	(3,119)
NET INCOME	(713)	(914)	(2,913)	(3,119)
Total Assets
TOTAL ASSETS	1,386		1,386		1,315
Other Assets	587		587		472
Property, equipment and capital lease, net	799		799		843
Casino
Segment Reporting
Total revenues	9,369	9,385	27,241	27,925
Cost of Revenues	(4,786)	(5,019)	(14,080)	(15,035)
Depreciation and amortization	(334)	(361)	(991)	(1,173)
Selling, general and administrative	(1,776)	(2,001)	(5,640)	(5,873)
Interest Income (Expense), Nonoperating, Net	(1)	(1)	(2)	(5)
Total costs and expenses	(6,897)	(7,382)	(20,713)	(22,086)
INCOME BEFORE FOREIGN INCOME TAXES	2,472	2,003	6,528	5,839
FOREIGN INCOME TAXES	(336)	(269)	(988)	(767)
NET INCOME	2,136	1,734	5,540	5,072
Total Assets
TOTAL ASSETS	38,623		38,623		39,697
Other Assets	8,250		8,250		6,957
Property, equipment and capital lease, net	25,375		25,375		27,418
Goodwill	4,998		4,998		5,322
Hotel
Segment Reporting
Total revenues	1,159	302	2,545	302
Cost of Revenues	(663)	(99)	(1,312)	(99)
Depreciation and amortization	(168)	(39)	(348)	(39)
Selling, general and administrative	(517)	(108)	(1,124)	(108)
Interest Income (Expense), Nonoperating, Net	(68)	(8)	(138)	(8)
Other Nonoperating Income (Expense)			149
Total costs and expenses	(1,416)	(254)	(2,773)	(254)
INCOME BEFORE FOREIGN INCOME TAXES	(257)	48	(228)	48
NET INCOME	(257)	$ 48	(228)	$ 48
Total Assets
TOTAL ASSETS	13,500		13,500		8,475
Other Assets	2,021		2,021		1,267
Property, equipment and capital lease, net	11,348		11,348		$ 7,208
Goodwill	$ 131		$ 131

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Commitments and Contingencies (Details 4) - Czech Republic	9 Months Ended
	Sep. 30, 2015
Taxing Jurisdiction
Gaming tax applicable on all live game and slot revenues (as a percent)	20.00%
Corporate income tax on adjusted net income (as a percent)	19.00%
Period from end of each quarter to pay new gaming tax	25 days

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies

Commitments and Contingencies

3.Commitments and Contingencies.

Lease Obligations The Company is obligated under one operating lease, averaging approximately $9 per month, with a 2.0% annual rent escalation, for its US corporate office space, expiring in March 2020.  Additionally, TWC is also committed in a remaining 69-year ground lease in connection with the newly acquired Hotel Freizeit Auefeld, that has an annual lease payment of €26, or approximately $29.  Future aggregate minimum annual rental payments under these leases for the next five years are as follows:

Twelve Months Ending September 30,
2016	$	125
2017	$	127
2018	$	129
2019	$	131
2020	$	107

The Company is also obligated under a number of five-year, video slot machine equipment operating leases, the projected costs of which are not included in the table above due to fluctuating inventory, expiring over staggered years, which provide for a monthly fixed rental fee per slot machine, and an option for replacement with different/newer machines during the term of the lease.  In the third quarter of 2015, the Company’s slot machine equipment lease expense was $582 versus $651 in the comparable quarter in 2014, while in the nine months ending September 30, 2015, the Company’s equipment lease expense was $1,740 as compared with $1,992 in the comparable period in 2014.  All slot leases can be terminated at any time, subject to an early-termination penalty equal to three-month lease payments for each terminated slot machine lease.

Employment Agreements The Company’s employment agreement with its Chief Executive Officer (“CEO”), Mr. Rami S. Ramadan, absent the intervention of either party by September 30th of each year, will renew automatically for another calendar year, currently ending December 31, 2016.  In addition to a perpetually renewable employment term of one year absent the intervention of either party, the agreement provides for annual compensation, plus participation in the Company’s benefits programs and equity incentive plans.  As of September 30, 2015, the Company is contractually obligated to pay an aggregate of approximately $563, which includes the annual base salary for the remaining three months of 2015 and the annual base salary for the full year of 2016.

401(k) Plan The Company maintains a contributory 401(k) plan. This plan is for the benefit of all U.S.-based, eligible corporate employees, who may have a portion of their salary withheld, not to exceed the maximum federally allowed amount. The Company makes an employer-matching contribution of 60 cents for each employee dollar contributed.

2015 Profit Sharing Plan The 2015 Profit Sharing Plan (“PSP”) was recommended by the Compensation Committee of the Board and approved by the Board of Directors on January 30, 2015.  The 2015 Profit Sharing Plan permits eligible key management employees (“KME”) to share in the profits of the Company.  The profit sharing plan provides for an incentive payout, the pool amount of which is based on 15.0% of the Company’s earned consolidated annual income before taxes.  This pool is to be distributed according to the percentage of each KME’s annual salary as a ratio to the total of all salaries of participating KMEs.  As of September 30, 2015 and 2014, TWC had accrued $580 and $720, respectively toward the PSP pool.  Each KME is required, pursuant to the 2015 Profit Sharing Plan, to defer 50% of his or her annual profit sharing award, if attained, into the Deferred Compensation Plan.

2015 Individual Performance PlanThe 2015 Individual Performance Plan (“2015 IPP”) was recommended by the Compensation Committee of the Board and approved by the Board of Directors on March 27, 2015.  The individual performance plan provides for incentive payout, based on each KME’s personal performance throughout the operating year, relative to pre-set performance criteria.  The 2015 IPP bonuses will be incurred and paid in 2016.

Deferred Compensation PlanOn May 17, 2006, the Compensation Committee of the Board unanimously recommended, and the Board approved and adopted, TWC’s Deferred Compensation Plan (the “Deferred Plan”), which provides certain key employees, selected at the discretion of the Board, and non-employee directors the opportunity to defer receipt of specified portions of their compensation and to have such deferred amounts treated as if invested in the Common Stock of the Company.

The Company adopted the Deferred Plan with the intention that it shall at all times be characterized as a “top hat” plan of deferred compensation maintained for a select group of management, as described under the Employee Retirement Income Security Act of 1974 (“ERISA”) Sections 201(2), 301(a)(3) and 401(a)(1).  The Deferred Plan is required at all times to satisfy Section 409A of the Internal Revenue Code.  Pursuant to a participant’s election, the unfunded Deferred Plan obligations are payable in the form of Common Stock (and cash for fractional shares) upon the earlier of:  (i) a designated, in-service distribution date which must be a minimum of three years from the year of the first deferral; (ii) separation from service; (iii) disability; (iv) change in control of the Company; or (v) death.  A participant’s election form must specify whether the payments will be made by lump sum or by installments, and the number of annual installments (with a minimum of two and a maximum of five installments).

Taxing JurisdictionThe Czech Republic and Germany currently have a number of laws related to various taxes imposed by governmental authorities.  Applicable taxes include corporate income tax, value-added tax (“VAT”), and payroll (social) taxes, and, in the case of the CZ, gaming taxes.  Tax declarations, together with other legal compliance areas (e.g. customs and currency control matters) are subject to review and investigation by a number of governmental authorities, which are enabled by law to impose fines, penalties and interest charges, and create tax risks in the countries in which we operate.  Management believes that it has adequately provided for all of its Czech and German tax liabilities.

In the CZ, the Company is subject to an overall flat gaming tax (the “Gaming Tax”) of 20.0% on all live game and slot revenues.  The Company is also subject to an applicable 19% corporate income tax on adjusted Czech net income, as defined by the Czech Republic taxing authorities.  Additionally, we are also subject to a per slot, per diem tax, payable along with the Gaming Tax.  The Gaming Tax is payable by the 25th day following the end of each quarter, while the corporate income tax is payable by June 30th of the subsequent year, and, estimated quarterly income tax payments. (See also Note 4(l) “Czech Gaming Taxes” and Note 4(m) “Income Taxes” below).

Legal Proceedings The Company is sometimes subject to various contingencies, the resolutions of which, its management believes, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.  TWC was not involved in any material litigation as of September 30, 2015, or through the date of this filing.

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Summary of Selected Significant Accounting Policies (Details 4)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2013	Dec. 31, 2004	Sep. 30, 2015 CZK	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Gaming-related taxes and fees
Live-game and slot revenues (gaming revenues)	$ 8,542,000	$ 8,409,000	$ 24,932,000	$ 25,262,000
Gaming taxes on gaming revenues	$ 1,787,000	$ 1,767,000	$ 5,213,000	$ 5,312,000
Gaming taxes as % of gaming revenues	20.90%	21.00%	20.90%	21.00%
VAT before joining EU (as a percent)						5.00%
VAT after joining EU (as a percent)					21.00%
Income taxes
Income tax interest expense	$ 0	$ 0	$ 0	$ 0
Income tax liability								$ 293,000	$ 63,000
Income Tax Expense (Benefit)	$ 336,000	$ 269,000	$ 988,000	$ 767,000
Czech
Income taxes
Corporate income tax on adjusted net income (as a percent)			19.00%
Germany
Income taxes
Corporate income tax on adjusted net income (as a percent)			30.00%
Live games revenues | New Gaming Tax Law
Tax law change comparisons
Gaming Tax from Win (as a percent)			20.00%
Percentage of gaming tax receipt payable to federal government			70.00%
Percentage of gaming tax receipt payable to the local municipality							30.00%	30.00%
Slot games revenues | New Gaming Tax Law
Tax law change comparisons
Gaming Tax from Win (as a percent)			20.00%
Percentage of gaming tax receipt payable to federal government			20.00%
Percentage of gaming tax receipt payable to the local municipality							80.00%	80.00%
Gaming Tax per Machine, per Day							CZK 55	$ 2
German Hotel Operation
Income taxes
Income tax liability								$ 0

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Summary of Selected Significant Accounting Policies (Details 3) € in Thousands, CZK in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 01, 2002	Sep. 30, 2015 USD ($) shares	Sep. 30, 2014 USD ($) shares	Sep. 30, 2015 USD ($) shares	Sep. 30, 2014 USD ($) shares	Jun. 01, 2015 CZK	Jan. 01, 2003 CZK	Jan. 01, 2003 USD ($)	Jan. 01, 2003 EUR (€)	Jun. 30, 1998 CZK
Impact of foreign currency translation on goodwill
Residual balance		$ 5,129		$ 5,129			CZK 124,447	$ 3,708	€ 117
Net cumulative change to goodwill due to foreign currency translation				1,421
Period over which goodwill was amortized	15 years
Stock-based Compensation
Stock-based compensation		$ 15	$ 0	$ 44	$ 0
Share repurchase
Issuable shares under the Company's Deferred Compensation Plan | shares		436,712	301,391	436,712	301,391
Pilsen reporting unit
Impact of foreign currency translation on goodwill
Applicable Foreign Exchange Rate ("FX")		24.266		24.266						33.883
Residual balance		$ 4,248		$ 4,248				3,042		CZK 103,072
Net cumulative change to goodwill due to foreign currency translation				$ 1,206
South-Moravia reporting unit
Impact of foreign currency translation on goodwill
Applicable Foreign Exchange Rate ("FX")		24.266		24.266						33.883
Residual balance		$ 750		$ 750				537		CZK 18,195
Net cumulative change to goodwill due to foreign currency translation				$ 213
Lower Saxony reporting unit
Impact of foreign currency translation on goodwill
Applicable Foreign Exchange Rate ("FX")		24.266		24.266		27.245
Residual balance		$ 131		$ 131		CZK 3,180		$ 129	€ 117
Net cumulative change to goodwill due to foreign currency translation				$ 2

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Summary of Significant Accounting Policies (Details 5) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Impairment of Long-Lived Assets
Impairment losses for long-lived assets			$ 0	$ 0
Stock-based Compensation
Share-based compensation	$ 15	$ 0	$ 44	$ 0

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Purchase Price Allocation - Hotel Columbus (Details) € in Thousands, $ in Thousands			9 Months Ended
	Sep. 10, 2014 USD ($)	Sep. 10, 2014 EUR (€)	Sep. 30, 2015 USD ($)	Sep. 10, 2014 EUR (€)
Business Combination, Consideration Transferred [Abstract]
Cash			$ 275
Total purchase price consideration			4,950
Gain on bargain purchase of Hotel Columbus			149
Hotel Columbus
Fair value assigned to assets acquired:
Land			662
Buildings			4,980
Property & equipment			879
Inventory			12
Net Assets			6,533
Business Combination, Consideration Transferred [Abstract]
Cash			2,352
Bank loan (Sparkasse)			4,032
Total purchase price consideration			6,384
Gain on bargain purchase of Hotel Columbus			149
Net Assets			$ 6,533
Hotel Columbus | Fair Value Estimate at Acquisition Date
Fair value assigned to assets acquired:
Land | €				€ 647
Buildings | €				4,460
Property & equipment | €				593
Net Assets | €				5,700
Business Combination, Consideration Transferred [Abstract]
Cash | €		€ 2,100
Bank loan (Sparkasse) | €		3,600
Total purchase price consideration | €		5,700
Net Assets | €				5,700
Hotel Columbus | Final Fair Value at Acquisition Date
Fair value assigned to assets acquired:
Land	$ 770			591
Buildings	5,744			4,446
Property & equipment	1,020			785
Inventory	15			10
Net Assets	7,549			5,832
Business Combination, Consideration Transferred [Abstract]
Cash	2,700	2,100
Bank loan (Sparkasse)	4,700	3,600
Total purchase price consideration	7,400	5,700
Gain on bargain purchase of Hotel Columbus	149	€ 132
Net Assets	$ 7,549			€ 5,832

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Nature of Business

9 Months Ended

Sep. 30, 2015

Nature of Business

Nature of Business

2.Nature of Business.

Trans World Corporation, a Nevada corporation, and Subsidiaries are engaged in the gaming and hotel business in the Czech Republic (“CZ”) and Germany (“DE”).

The Company owns and operates three casinos in the CZ, all under the registered brand American Chance Casinos (“ACC”). The Ceska casino (“Ceska”), located in the town of Ceska Kubice, in the western part of the CZ, close to the German border, currently has 15 gaming tables and 100 slot machines.  The Route 55 casino (“Route 55”), located in Dolni Dvoriste, in the southern part of the CZ, close to the Austrian border, currently has 23 gaming tables and 138 slot machines. The Route 59 casino (“Route 59”) is located in Hate, near Znojmo, also in the southern part of the CZ, close to the Austrian border, and currently has 21 gaming tables and 144 slot machines.

In addition to the above gaming operations, TWC also owns and operates a 77-room, four-star deluxe hotel, the Hotel Savannah, which is physically connected to its Route 59 casino, and a full-service spa, the Spa at Savannah (the “Spa”), which is operated by an independent contractor and is attached to the hotel.  The hotel features eight banquet halls for meetings and special events as well as a full-service restaurant and bar.

On September 10, 2014, TWC, through its Czech subsidiary, TWH&E, acquired all of the partnership interests of a private family partnership that owned the Hotel Columbus, a four-star 117-room hotel (the “Hotel Columbus”) located in Seligenstadt, near Frankfurt, Germany.  The Hotel Columbus features five meeting rooms, a restaurant and separate breakfast room, each with its own kitchen, two bars, a 32-space parking garage and 27 surface lot parking places, including a satellite parking area located across the street from the Hotel.  Hotel Columbus was acquired, in part, with a local 15-year commercial bank loan from Bank Sparkasse Langen-Seligenstadt (the “Sparkasse Seligenstadt Loan”), of €3,600, or $4,032 at the September 30, 2015 exchange rate, with a fixed interest rate of 3.1% for the first ten years, to be followed by a prevailing market-based fixed interest rate for this type of loan for the remaining term of the loan. See also Note 5 “Purchase Price Allocation” below for more details.

On June 16, 2015, TWHG acquired 100% of the partnership interests in the general partner and limited partner that owned the Hotel Freizeit Auefeld, a 93-room four-star hotel with extensive meeting space and recreational amenities located in Hannoversch Münden (“Hann. Münden”), Germany.  The hotel  features three food and beverage outlets, ten meeting rooms, an adjoining 13,000 square foot event hall, and an adjoining tennis complex with four indoor courts; several additional recreation areas; an independent townhouse comprised of one four-room and one six-room apartment.  See Note 6 “Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld” below for more details.

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Purchase Price Allocation - Hotel Freizeit Auefeld € in Thousands, $ in Thousands			1 Months Ended	9 Months Ended
	Jun. 16, 2015 USD ($) ft² room item	Jun. 16, 2015 EUR (€) ft² room item	Nov. 30, 2015	Sep. 30, 2015 USD ($)	Jun. 16, 2015 EUR (€) room item	Dec. 31, 2014 USD ($)
Purchase Price Allocation
Cash | $				$ 275
Total purchase price consideration | $				4,950
Provisional amounts assigned assets acquired:
Goodwill | $				$ 5,129		$ 5,322
Hotel Freizeit Auefeld
Acquisition
Percentage of partnership interests acquired	100.00%				100.00%
Total acquisition cost	$ 5,336	€ 4,851
Real estate transfer taxes (as a percent)	5.00%	5.00%
Real estate transfer taxes	$ 202	€ 184
Closing costs and bank processing fee	184	167
Purchase Price Allocation
Cash	275	250
Total purchase price consideration	4,950	€ 4,500
Provisional amounts assigned assets acquired:
Buildings	4,048				€ 3,680
Property & equipment	714				649
Intangibles	57				52
Goodwill	131				119
Estimated fair value of assets acquired	$ 4,950				€ 4,500
Business Combination, Description [Abstract]
Number of rooms | room	93				93
Number of food and beverage outlets	3	3
Number of meeting rooms | room	10	10
Number of square feet in adjoining event hall | ft²	13,000	13,000
Number of indoor courts	4	4
Number of four-room apartments	1	1
Number of six-room apartments	1	1
Number of years ground lease rights held	70	70
Hotel Freizeit Auefeld | Seller-financing debt
Acquisition
Amount funded with assumed debt	$ 2,455				€ 2,232
Purchase Price Allocation
Loan	$ 2,455	€ 2,232
Hotel Freizeit Auefeld | Notes payable to banks | Sparkasse Hann. Munden Loa
Acquisition
Number of loans within Sparkasse Hann. Munden Loan	5				5
Amount funded with assumed debt	$ 2,220				€ 2,018
Average interest rate (as a percent)	4.94%				4.94%
Purchase Price Allocation
Loan	$ 2,220	€ 2,018
Hotel Freizeit Auefeld | Forecast | Seller-financing debt
Acquisition
Interest rate (as a percent)			3.00%
Grace period interest rate			0.00%
Grace period (in months)			2 months
Debt amortization term			10 years
Hotel Freizeit Auefeld | Forecast | Notes payable to banks | Sparkasse Hann. Munden Loa
Acquisition
Interest rate (as a percent)			2.99%
Debt amortization term			15 years
Number of years through which the fixed interest rate is applicable			10 years

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 8,297	$ 6,589
Prepaid expenses	421	239
Other current assets	604	525
Total current assets	9,322	7,353
PROPERTY AND EQUIPMENT	37,522	35,469
OTHER ASSETS:
Goodwill	5,129	5,322
Deposits and other assets	1,536	1,343
Total other assets	6,665	6,665
TOTAL ASSETS	53,509	49,487
CURRENT LIABILITIES:
Long-term debt, current maturities	559	234
Capital lease, current portion	26	51
Accounts payable	533	1,018
Czech gaming tax accrual	1,792	1,795
Foreign income tax accrual	293	63
Accrued expenses and other current liabilities	2,160	2,358
Total current liabilities	5,363	5,519
LONG-TERM LIABILITIES:
Long-term debt, less current maturities	7,851	4,066
Capital lease, less current portion	5	24
Deferred foreign tax liability	280	298
Total long-term liabilities	$ 8,136	$ 4,388
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 4,000,000, shares authorized, none issued
Common stock, $0.001 par value, 20,000,000 shares authorized, 8,821,205 shares in 2015 and 2014, issued and outstanding	$ 9	$ 9
Additional paid-in capital	53,333	52,888
Accumulated other comprehensive income (loss)	(1,928)	486
Accumulated deficit	(11,404)	(13,803)
Total stockholders' equity	40,010	39,580
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 53,509	$ 49,487

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 2,399	$ 2,001
Adjustments to reconcile net income to net cash provided by operating activities:
Gain from assets disposal	(1)
Gain on bargain purchase of Hotel Columbus	(149)
Depreciation and amortization	1,345	1,218
Stock options expense	44
Deferred board fees	51	25
Changes in operating assets and liabilities:
Prepaid expenses	(150)	(133)
Prepaid foreign income tax		105
Other current assets	(147)	(268)
Deposits and other assets	(264)	(261)
Accounts payable	(444)	12
Czech gaming tax accrual	105	(99)
Foreign income tax accrual	231	(663)
Accrued expenses and other current liabilities	233	565
NET CASH PROVIDED BY OPERATING ACTIVITIES	3,253	2,502
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(434)	(745)
Acquisitions of Hotel Columbus		(7,721)
Cash payment to seller for acquisition of Hotel Freizeit Auefeld	(275)
NET CASH USED IN INVESTING ACTIVITIES	(709)	(8,466)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sparkasse Seligenstadt loan		4,859
Principal payments on Hotel Freizeit Auefeld's seller loans	(88)
Principal payments on Hotel Freizeit Auefeld's bank loan	(56)
Principal payments on Sparkasse Seligenstadt loan	(169)	(26)
Principal payments on Ceska municipal loan		(178)
Share buyback under the Stock Repurchase Program		(2)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(313)	4,653
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(523)	(481)
NET INCREASE (DECREASE) IN CASH	1,708	(1,792)
CASH:
Beginning of period	6,589	6,284
End of period	8,297	4,492
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	140	13
Cash paid during the period for foreign income taxes	754	1,466
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deferred compensation to be paid in common stock	350	$ 221
Assumption of Sparkasse Hann. Munden loans for Hotel Freizeit Auefeld	2,220
Seller loan received in connection with acquisition of Hotel Freizeit Auefeld	2,455
Purchase price of Hotel Freizeit Auefeld	$ 4,950

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Commitments and Contingencies (Details) € in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($) item	Sep. 30, 2015 EUR (€) item	Sep. 30, 2014 USD ($)
Future aggregate minimum annual rental payments
2016	$ 125		$ 125
2017	127		127
2018	129		129
2019	131		131
2020	107		107
Slot Equipment operating lease
Operating lease other disclosures
Lease and rent expense	$ 582	$ 651	$ 1,740		$ 1,992
Lease term			5 years	5 years
Operating lease - Corp office space
Lease Obligations
Number of operating leases | item			1	1
Operating lease other disclosures
Annual rent escalation provision (percent)			2.00%	2.00%
Operating lease - Corp office space | Monthly Lease Payment
Operating lease other disclosures
Lease and rent expense			$ 9
Hotel
Operating lease other disclosures
Lease term			69 years	69 years
Hotel | Annual Lease Payment
Operating lease other disclosures
Lease and rent expense			$ 29	€ 26

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Commitments and Contingencies (Detail 3) - 2015 Profit Sharing Plan - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits
Percentage of annual pretax income contributed into the pool	15.00%
Employer contribution to the Deferred Compensation Plan	$ 580	$ 720
Percentage of profit sharing plan award deferred into Deferred Compensation Plan	50.00%
Key Management Employees [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits
Minimum period of service from the first deferral required for receipt of obligations	3 years
Minimum number of annual installments	2 years
Maximum number of annual installments	5 years

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Basis of Presentation and Consolidation

9 Months Ended

Sep. 30, 2015

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

1.Basis of Presentation and Consolidation.

The accompanying unaudited condensed consolidated interim financial statements of Trans World Corporation and Subsidiaries (collectively, the “Company,” “TWC,” “we,” “our” or “us”) as of September 30, 2015 and December 31, 2014 and for the nine and three months ended September 30, 2015 and 2014 are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”), and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) and Regulation S-X.  Pursuant to these instructions, certain financial information and footnote disclosures normally included in such consolidated financial statements have been condensed or omitted.  In presenting the condensed consolidated interim financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures.  Estimates by their nature are based on judgment and available information.  Accordingly, actual results could differ from those estimates.  All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, together with management’s discussion and analysis, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the nine and three months ended September 30, 2015 are not necessarily indicative of the results that may occur for the year ending December 31, 2015.

The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by US GAAP.

The functional currency of the Company’s Czech subsidiaries is the local Czech koruna (“CZK” or “Kč”) and the functional currency of the German subsidiary is the euro currency (“EUR” or “€”).  However, as our primary reporting wholly-owned subsidiary, Trans World Hotels & Entertainment a.s. (“TWH&E”), is a Czech entity, all revenues and expenses, regardless of sources of origin, are recognized in CZK.  In the case of the two German hotels, which are owned by TWH&E through its wholly-owned German subsidiary, Trans World Hotels Germany (“TWHG”), all EUR revenues and expenses are translated into the Czech currency, then finally translated to United States dollars (“USD” or “$”) for reporting purposes.

All monetary amounts set forth in these financial statements are in USD unless otherwise stated herein.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	4,000,000	4,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,821,205	8,821,205
Common stock, shares outstanding	8,821,205	8,821,205

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Purchase Price Allocation (Tables)

9 Months Ended

Sep. 30, 2015

Hotel Columbus

Schedule of assets acquired

Purchase Price Allocation	Fair Value Estimate at Acquisition Date		Final Fair Value at Acquisition Date		Final Fair Value at Acquisition Date		Net Book Value at September 30, 2015
Cash	€	2,100	€	2,100	$	2,700	$	2,352
Bank loan (Sparkasse)	3,600		3,600		4,700		4,032
Total purchase price consideration	5,700		5,700		7,400		6,384
Gain			132		149		149
Total	€	5,700	€	5,832	$	7,549	$	6,533
Fair value assigned to assets acquired:
Land	€	647	€	591	$	770	$	662
Buildings	4,460		4,446		5,744		4,980
Property & equipment	593		785		1,020		879
Inventory			10		15		12
Net Assets	€	5,700	€	5,832	$	7,549	$	6,533

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 09, 2015
Document and Entity Information
Entity Registrant Name	TRANS WORLD CORP
Entity Central Index Key	0000914577
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,829,011
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

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Acquisition and Purchase Price Allocation - Hotel Freizeit Auefeld (Tables)

9 Months Ended

Sep. 30, 2015

Hotel Freizeit Auefeld

Schedule of assets acquired

Purchase Price Allocation	At Acquisition Date		At Acquisition Date
Cash	€	250	$	275
Bank loan (Sparkasse)	2,018		2,220
Seller loan	2,232		2,455
Total purchase price consideration	€	4,500	$	4,950
Provisional amounts assigned to assets acquired:
Buildings	€	3,680	$	4,048
Property & equipment	649		714
Intangibles	52		57
Goodwill	119		131
Estimated fair value of assets acquired	€	4,500	$	4,950

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
REVENUES	$ 10,528	$ 9,687	$ 29,786	$ 28,227
COSTS AND EXPENSES:
Cost of revenues	5,449	5,118	15,392	15,134
Depreciation and amortization	504	402	1,345	1,218
Selling, general and administrative	3,004	3,021	9,671	9,094
TOTAL OPERATING EXPENSES	8,957	8,541	26,408	25,446
INCOME FROM OPERATIONS, before other income (expense) and foreign income taxes	1,571	1,146	3,378	2,781
OTHER INCOME (EXPENSE):
Interest expense	(69)	(9)	(140)	(13)
Other income			149
INCOME BEFORE FOREIGN INCOME TAXES	1,502	1,137	3,387	2,768
FOREIGN INCOME TAXES	(336)	(269)	(988)	(767)
NET INCOME	1,166	868	2,399	2,001
Other comprehensive income (loss), foreign currency translation adjustments, net of tax of $0	146	(3,230)	(2,414)	(3,629)
COMPREHENSIVE INCOME (LOSS)	$ 1,312	$ (2,362)	$ (15)	$ (1,628)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic (in shares)	8,821,205	8,816,571	8,821,205	8,811,991
Diluted (in shares)	9,257,917	9,124,206	9,258,313	9,116,988
EARNINGS PER COMMON SHARE:
Basic (in dollars per share)	$ 0.13	$ 0.10	$ 0.27	$ 0.23
Diluted (in dollars per share)	$ 0.13	$ 0.10	$ 0.26	$ 0.22

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Acquisition and Purchase Price Allocation - Hotel Freizeit Auefeld

9 Months Ended

Sep. 30, 2015

Hotel Freizeit Auefeld

Acquisition and Purchase Price Allocation

6.Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld.

On June 16, 2015, TWHG, the wholly-owned, German subsidiary of TWC, which also owns the Hotel Columbus, acquired 100% of the partnership interests in the general partner and limited partner that owned the Hotel Freizeit Auefeld, a 93-room hotel with extensive meeting space and recreational amenities located in Hann. Münden, Germany, for a purchase price of €4,500, or approximately $4,950 at the acquisition date.  Although the transaction closed, and TWHG acquired the Hotel Freizeit Auefeld on June 16, 2015, the purchase agreement stipulated the effective acquisition date was to be retroactive to June 1, 2015, which had no impact on the purchase price.  The assets acquired by TWHG include: the hotel building and its contents, three food and beverage outlets, ten meeting rooms; an adjoining 13,000 square foot event hall, an adjoining tennis complex with four indoor courts, several additional recreation areas, an independent townhouse comprised of one four-room and one six-room apartment, and the ground lease rights to the land upon which all of the hotel’s assets stand, the lease for which includes both a right of first refusal buyout and lease renewal options for an additional 70 years, to year 2154, in favor of TWHG.  The current ground lease expires on March 1, 2084.  Hotel Freizeit Auefeld was built in 1991 and expanded with new facilities in 2001.

Hotel Freizeit Auefeld, a full-service lodging property, caters to both business and leisure travelers.  The total acquisition cost was approximately €4,851, or approximately $5,336 at the acquisition date, including the 5.0% real estate transfer taxes of approximately €184, or approximately $202, on the estimated fair value of the buildings, applicable in the German State of Lower Saxony, and €167, or approximately $184, in closing costs and bank processing fees.  The acquisition was funded by a cash payment of €250, or approximately $275, and financed by TWC’s assumption of local bank loans from Bank Sparkasse Hann. Münden (“Sparkasse Hann. Münden Loan”), comprised of five loans aggregating €2,018, or approximately $2,220, with an average fixed interest rate of 4.94%, and by a seller-financed loan of €2,232, or approximately $2,455.   The assumed bank debt will convert in November 2015 to a single loan with the same lender, at a bank agreed-upon terms of 2.99% annual interest, fixed for 10 years, and amortized over 15 years, while the seller loan has terms of 3.0% annual fixed interest and will be amortize over 10 years, with a no-interest first two-month grace period.

As was done with the Hotel Columbus, the Company accounts for its Hotel Freizeit Auefeld acquisition under the acquisition method of accounting as indicated in ASC 805, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company identified and recorded assets acquired and liabilities assumed in this business combination, based on fair value estimates as of the date of acquisition.  The purchase price allocation process requires an analysis and valuation of acquired assets, which may include fixed assets, technologies, customer contracts and relationships, trade names and liabilities assumed, including contractual commitments and legal contingencies.

Pending finalization of the Company’s review of the fair value of assets acquired and liabilities assumed, the Company allocated initial fair value of all acquired assets, before depreciation, as follows:

Purchase Price Allocation	At Acquisition Date		At Acquisition Date
Cash	€	250	$	275
Bank loan (Sparkasse)	2,018		2,220
Seller loan	2,232		2,455
Total purchase price consideration	€	4,500	$	4,950
Provisional amounts assigned to assets acquired:
Buildings	€	3,680	$	4,048
Property & equipment	649		714
Intangibles	52		57
Goodwill	119		131
Estimated fair value of assets acquired	€	4,500	$	4,950

The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed.  The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values.  Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant.  The Company expects to finalize the valuation and complete the purchase price allocation on or before June 1, 2016.

Prior to TWC’s purchase of the Hotel Freizeit Auefeld, the hotel property was leased to, and operated by, an independent, third-party hotel operator (lessee).  The owner of the hotel property was receiving only rent income from the lessee.  As such, the unaudited hotel operational and financial data was provided by the lessee to TWC for the purpose of evaluating the viability of TWC’s investment and partly due to the fact that the lessee wanted to terminate its hotel lease.  Further, given the fact that the Hotel Freizeit Auefeld acquisition did not meet the significance tests, pursuant to the requirement to disclose financial statements in the Form 8-K and due to the lack of practical US GAAP financial statements, TWC has not included pro forma financial statements for this hotel acquisition.

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Purchase Price Allocation - Hotel Columbus

9 Months Ended

Sep. 30, 2015

Hotel Columbus

Purchase Price Allocation

5.Purchase Price Allocation — Hotel Columbus.

The Company accounts for its Hotel Columbus acquisition under the acquisition method of accounting as indicated in FASB ASC 805, Business Combinations, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company identified and recorded assets acquired and liabilities assumed in this business combination, based on fair value estimates as of the date of acquisition (agreed to be as of September 1, 2014).  The purchase price allocation process requires an analysis and valuation of acquired assets, which included fixed assets, technologies, customer contracts and relationships, trade names and liabilities assumed, including contractual commitments and legal contingencies.  Based on an asset evaluation performed by an independent, certified appraiser, the Company determined that there was no material fair values in the technologies, customer contracts and relationships and trade names in the acquisition of the Hotel Columbus and that the acquisition was considered a “bargain purchase,” for which the fair value of the net assets acquired exceeded the price paid for the acquisition.  Thus, the excess value of €132, or approximately $149, was recognized as a gain in Other Income in the Company’s consolidated income statement for the three and nine months ended September 30, 2015.  ASC 805 also requires that prior to recognizing the gain, the acquirer must reassess whether it has correctly identified all of the assets acquired and liabilities assumed and recognize any additional assets or liabilities that result from that review.  TWC has reviewed the measurement procedures used in valuing the assets acquired and liabilities assumed and determined that all assets and liabilities have been correctly identified and recognized.

Thus, the Company allocated the fair value of all acquired assets, before depreciation, as follows:

Purchase Price Allocation	Fair Value Estimate at Acquisition Date		Final Fair Value at Acquisition Date		Final Fair Value at Acquisition Date		Net Book Value at September 30, 2015
Cash	€	2,100	€	2,100	$	2,700	$	2,352
Bank loan (Sparkasse)	3,600		3,600		4,700		4,032
Total purchase price consideration	5,700		5,700		7,400		6,384
Gain			132		149		149
Total	€	5,700	€	5,832	$	7,549	$	6,533
Fair value assigned to assets acquired:
Land	€	647	€	591	$	770	$	662
Buildings	4,460		4,446		5,744		4,980
Property & equipment	593		785		1,020		879
Inventory			10		15		12
Net Assets	€	5,700	€	5,832	$	7,549	$	6,533

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Commitments and Contingencies (Details 2)	9 Months Ended
	Sep. 30, 2015 USD ($)
401 (k) Retirement Plan
401(k) voluntary employer-matching contribution for each employee dollar contributed (in cents per dollar)	$ 0.60
Mr. Rami S. Ramadan
Commitments and Contingencies
Perpetually renewable employment term	1 year
Annual compensation pursuant to the employment agreement	$ 563,000

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2015

Segment Information

Schedule of segment reporting information by segment

Operations by Segment

	Three Months Ended September 30, 2015												Three Months Ended September 30, 2014
	Casino			Hotel			Corporate			Consolidated			Casino			Hotel			Corporate			Consolidated
Total revenues	$	9,369		$	1,159		$	—		$	10,528		$	9,385		$	302		$	—		$	9,687
Costs and expenses:
Cost of revenues	(4,786		)	(663		)				(5,449		)	(5,019		)	(99		)				(5,118		)
Depreciation and amortization	(334		)	(168		)	(2		)	(504		)	(361		)	(39		)	(2		)	(402		)
Selling, general and administrative	(1,776		)	(517		)	(711		)	(3,004		)	(2,001		)	(108		)	(912		)	(3,021		)
Interest expense	(1		)	(68		)				(69		)	(1		)	(8		)				(9		)
Total costs and expenses	(6,897		)	(1,416		)	(713		)	(9,026		)	(7,382		)	(254		)	(914		)	(8,550		)
Income (loss) before foreign income taxes	2,472			(257		)	(713		)	1,502			2,003			48			(914		)	1,137
Foreign income taxes	(336		)							(336		)	(269		)							(269		)
Net income (loss)	$	2,136		$	(257	)	$	(713	)	$	1,166		$	1,734		$	48		$	(914	)	$	868

	Nine Months Ended September 30, 2015												Nine Months Ended September 30, 2014
	Casino			Hotel			Corporate			Consolidated			Casino			Hotel			Corporate			Consolidated
Total revenues	$	27,241		$	2,545		$	—		$	29,786		$	27,925		$	302		$	—		$	28,227
Costs and expenses:
Cost of revenues	(14,080		)	(1,312		)				(15,392		)	(15,035		)	(99		)				(15,134		)
Depreciation and amortization	(991		)	(348		)	(6		)	(1,345		)	(1,173		)	(39		)	(6		)	(1,218		)
Selling, general and administrative	(5,640		)	(1,124		)	(2,907		)	(9,671		)	(5,873		)	(108		)	(3,113		)	(9,094		)
Interest expense	(2		)	(138		)				(140		)	(5		)	(8		)				(13		)
Other income	—			149						149						—						—
Total costs and expenses	(20,713		)	(2,773		)	(2,913		)	(26,399		)	(22,086		)	(254		)	(3,119		)	(25,459		)
Income (loss) before foreign income taxes	6,528			(228		)	(2,913		)	3,387			5,839			48			(3,119		)	2,768
Foreign income taxes	(988		)							(988		)	(767		)							(767		)
Net income (loss)	$	5,540		$	(228	)	$	(2,913	)	$	2,399		$	5,072		$	48		$	(3,119	)	$	2,001

Selected Balance Sheet Data by Segment

	At September 30, 2015								At December 31, 2014
	Casino		Hotel		Corporate		Consolidated		Casino		Hotel		Corporate		Consolidated
Property and equipment, net	$	25,375	$	11,348	$	799	$	37,522	$	27,418	$	7,208	$	843	$	35,469
Goodwill (allocated)	4,998		131				5,129		5,322						5,322
Other assets, excluding property and equipment and goodwill	8,250		2,021		587		10,858		6,957		1,267		472		8,696
Total Assets	$	38,623	$	13,500	$	1,386	$	53,509	$	39,697	$	8,475	$	1,315	$	49,487

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies

Schedule of future aggregate minimum annual rental payments

Twelve Months Ending September 30,
2016	$	125
2017	$	127
2018	$	129
2019	$	131
2020	$	107

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Segment Information

9 Months Ended

Sep. 30, 2015

Segment Information

Segment Information

7.Segment Information.

Effective since the acquisition of the Hotel Columbus as of September 1, 2014, the Company recognized two reporting segments (a casino segment and a hotel segment) and corporate (which, for accounting purposes, is not considered to be a separate “segment”).  The casino segment is entirely in the Czech Republic, while the hotel segment is comprised of two hotels in Germany.  There are no internal transactions between our reporting segments.  The Hotel Columbus and Hotel Freizeit Auefeld are reported under the hotel segment and the Hotel Savannah and Spa, as part of the Route 59 Complex, is reported under the casino segment.

Below is a presentation of the reporting segments:

Operations by Segment

	Three Months Ended September 30, 2015												Three Months Ended September 30, 2014
	Casino			Hotel			Corporate			Consolidated			Casino			Hotel			Corporate			Consolidated
Total revenues	$	9,369		$	1,159		$	—		$	10,528		$	9,385		$	302		$	—		$	9,687
Costs and expenses:
Cost of revenues	(4,786		)	(663		)				(5,449		)	(5,019		)	(99		)				(5,118		)
Depreciation and amortization	(334		)	(168		)	(2		)	(504		)	(361		)	(39		)	(2		)	(402		)
Selling, general and administrative	(1,776		)	(517		)	(711		)	(3,004		)	(2,001		)	(108		)	(912		)	(3,021		)
Interest expense	(1		)	(68		)				(69		)	(1		)	(8		)				(9		)
Total costs and expenses	(6,897		)	(1,416		)	(713		)	(9,026		)	(7,382		)	(254		)	(914		)	(8,550		)
Income (loss) before foreign income taxes	2,472			(257		)	(713		)	1,502			2,003			48			(914		)	1,137
Foreign income taxes	(336		)							(336		)	(269		)							(269		)
Net income (loss)	$	2,136		$	(257	)	$	(713	)	$	1,166		$	1,734		$	48		$	(914	)	$	868

	Nine Months Ended September 30, 2015												Nine Months Ended September 30, 2014
	Casino			Hotel			Corporate			Consolidated			Casino			Hotel			Corporate			Consolidated
Total revenues	$	27,241		$	2,545		$	—		$	29,786		$	27,925		$	302		$	—		$	28,227
Costs and expenses:
Cost of revenues	(14,080		)	(1,312		)				(15,392		)	(15,035		)	(99		)				(15,134		)
Depreciation and amortization	(991		)	(348		)	(6		)	(1,345		)	(1,173		)	(39		)	(6		)	(1,218		)
Selling, general and administrative	(5,640		)	(1,124		)	(2,907		)	(9,671		)	(5,873		)	(108		)	(3,113		)	(9,094		)
Interest expense	(2		)	(138		)				(140		)	(5		)	(8		)				(13		)
Other income	—			149						149						—						—
Total costs and expenses	(20,713		)	(2,773		)	(2,913		)	(26,399		)	(22,086		)	(254		)	(3,119		)	(25,459		)
Income (loss) before foreign income taxes	6,528			(228		)	(2,913		)	3,387			5,839			48			(3,119		)	2,768
Foreign income taxes	(988		)							(988		)	(767		)							(767		)
Net income (loss)	$	5,540		$	(228	)	$	(2,913	)	$	2,399		$	5,072		$	48		$	(3,119	)	$	2,001

Selected Balance Sheet Data by Segment

	At September 30, 2015								At December 31, 2014
	Casino		Hotel		Corporate		Consolidated		Casino		Hotel		Corporate		Consolidated
Property and equipment, net	$	25,375	$	11,348	$	799	$	37,522	$	27,418	$	7,208	$	843	$	35,469
Goodwill (allocated)	4,998		131				5,129		5,322						5,322
Other assets, excluding property and equipment and goodwill	8,250		2,021		587		10,858		6,957		1,267		472		8,696
Total Assets	$	38,623	$	13,500	$	1,386	$	53,509	$	39,697	$	8,475	$	1,315	$	49,487

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Summary of Selected Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Summary of Selected Significant Accounting Policies

Cash and Cash Equivalents

(a)Cash and Cash Equivalents Cash and cash equivalents are comprised of cash on hand; current balances with banks and similar institutions; and term deposits of three months or less with banks and similar institutions.  The carrying amounts of cash at banks and on hand and term bank deposits approximate their fair values.

Revenue Recognition

(b)Revenue RecognitionCasino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to wagering patrons, and is recognized on the day it is earned.  Revenues generated from casino ancillary services, which includes room rentals, sales of food, beverage, cigarettes, spa services, and casino logo merchandise, are recognized at the time the related services are performed or goods sold.  Room revenue for the nine months ended September 30, 2015 represented 7.5% of consolidated total revenue.  Food and beverage (“F&B”) revenues represented approximately 5.3% and 2.8% of consolidated total revenue for the nine months ended September 30, 2015 and 2014, respectively.

Business Acquisitions

(c)Business Acquisitions Assets acquired and liabilities assumed in business combinations are recorded on the Company’s consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates.  The results of operations of businesses acquired by the Company have been included in the consolidated statements of income since their respective dates of acquisition.  In certain circumstances, the purchase price allocations may be based upon preliminary estimates and assumptions (See Note 5). Accordingly, the allocations are subject to revision until the Company receives final information and other analyses during the measurement period which ends a year after the date of acquisition.

Segment Reporting

(d)Segment Reporting Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, the Company has two reportable segments, a casino segment and a hotel segment.  ASC 280 designates the internal reporting that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments.  The Company is including this segment reporting under Note 7 below.

Earnings per Share

(e)Earnings per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share incorporate the dilutive effect of Common Stock equivalents on an average basis during the period. The Company’s Common Stock equivalents currently include stock options, warrants, restricted stock, and deferred compensation stock. Thus, unexercised stock options to purchase up to 635,000 and 520,450 shares as of September 30, 2015 and 2014, respectively, were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested. Restricted stock to purchase up to an aggregate of 75,000 shares as of September 30, 2015 and 2014 were also respectively included, if they were “in-the-money” and vested.  Warrants to purchase up to 75,000 shares as of September 30, 2014 were also included if they were “in-the-money,” but were not included in 2015 as they had expired in November 2014.  In addition, 436,712 and 301,391 issuable shares, as of September 30, 2015 and 2014, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

The Company has not paid dividends on its Common Stock since inception.  Our stock repurchase program expired in November 2014.

A table illustrating the impact of dilution on earnings per share, based on the treasury stock method, is presented below:

	(UNAUDITED)
	For the Nine Months Ended				For the Three Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Basic Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Basic earnings per share	$	0.27	$	0.23	$	0.13	$	0.10
Diluted Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Addition due to the effect of dilutive securities using the treasury stock method:
Stock options, restricted stock and warrants	396		3,606				6,244
Stock issuable under the Deferred Compensation Plan	436,712		301,391		436,712		301,391
Dilutive potential weighted average common shares	9,258,313		9,116,988		9,257,917		9,124,206
Diluted earnings per share	$	0.26	$	0.22	$	0.13	$	0.10

Goodwill

(f).Goodwill Goodwill represents the excess of the cost of the Company’s subsidiaries over the fair value of their net assets at the date of acquisition.  In the CZ, this consisted of the Ceska casino and a parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah are situated). In Germany, it consists of the newly acquired Hotel Freizeit Auefeld.  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge to earnings will be recorded.  In light of the recent acquisition of German assets, TWC’s allocation of its Czech goodwill over two geographical reporting units, which are components of the casino segment, have been renamed and classified as the “Pilsen reporting unit” (“PRU”), which consists of the Ceska casino, and the “South Moravia reporting unit” (“SMRU”), which consists of the land in Hate. The German goodwill is derived from the newly-acquired Hotel Freizeit Auefeld, and is represented by the “Lower Saxony reporting unit” (“LSRU”).  There were no indicators of impairment present during the third quarter of 2015 for the Czech reporting units, nor for the recently acquired asset, Hotel Freizeit Auefeld, the assets’ fair value of which have been estimated as of the acquisition date (See Note 6 “Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld” below); therefore, TWC determined that there was no impairment of goodwill at September 30, 2015.

Changes to goodwill during the periods presented are strictly related to the fluctuation in foreign currency exchange rates.  See Note 4(i), below.

Property and Equipment

(g)Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

Asset	Estimated Useful Life
Buildings	20-50 years
Furniture, fixtures and equipment	3-12 years
Leasehold improvements	5-20 years

At September 30, 2015 and December 31, 2014, property and equipment consisted of the following:

	As of September 30, 2015			As of December 31, 2014
	(unaudited)
Land	$	2,889		$	3,148
Building and improvements	35,502			33,480
Furniture, fixtures and other equipment	11,844			10,940
	50,235			47,568
Less accumulated depreciation and amortization	(12,713		)	(12,099		)
	$	37,522		$	35,469

Impairment of Long-lived Assets

(h)Impairment of Long-lived Assets The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no indicators of impairment for long-lived assets for the nine months ending September 30, 2015 and 2014.

Foreign Currency Translation

(i)Foreign Currency TranslationThe Company complies with requirements for reporting foreign currency translation, which require that for foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of income accounts are translated by applying monthly averages of daily exchange rates on the respective monthly local statement of operations accounts for the period.

The impact of foreign currency translation on goodwill is presented below:

	Goodwill
	Pilsen				South-Moravia				Lower Saxony
As of September 30, 2015 (in thousands, except FX)	reporting unit				reporting unit				reporting unit				Total
Balance in USD ($)	$	3,042		(1)	$	537		(1)	$	129			$	3,708
Balance in EUR (€)									€	117			€	117
Foreign Exchange Rate (“FX”)	33.883				33.883				27.245
Balance in CZK (Kč)	Kč		103,072	(2)	Kč		18,195	(2)	Kč		3,180	(3)	Kč		124,447
Applicable FX (4)	24.266				24.266				24.266
Balance at September 30, 2015	$	4,248			$	750			$	131			$	5,129
Net cumulative change to goodwill due to foreign currency translation	$	1,206			$	213			$	2			$	1,421

(1) Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002.

This balance represents the remaining, unamortized goodwill, after an impairment charge was taken prior to January 1, 2003.

(2) USD residual balance translated to CZK at June 30, 1998, the date of acquisition of such assets, with the date of acquisition CZK to USD FX rate of 33.883.

(3) Provisional EUR balance translated to CZK at June 1, 2015, the date of acquisition of the Hotel Freizeit, with the date of acquisition CZK to EUR FX rate of 27.245.

(4) FX central bank foreign exchange rates taken from www.CNB.CZ.

Stock-based compensation

(j)Stock-based Compensation The Company accounts for stock options and warrants using the modified prospective method in accordance with accounting and disclosure requirements for compensation-stock compensation.  Under this method, compensation costs include the estimated grant date fair value of the awards amortized over the options’ vesting period.  The Company currently utilizes the Black-Scholes option pricing model to measure the fair value of stock options granted to certain KMEs.  Stock-based compensation was approximately $15 and $0 for the three months ended September 30, 2015 and 2014, respectively, and was approximately $44 and $0 for the nine-month periods ended September 30, 2015 and 2014, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income.

Comprehensive Income (Loss)

(k)Comprehensive Income (Loss) — The Company complies with requirements for reporting comprehensive income (loss).  Those requirements establish rules for reporting and display of comprehensive income and loss and their components.  Except for the Company’s change in the foreign currency translation adjustments to be included in other comprehensive income (loss), there were no other components of the Company’s comprehensive income (loss) in the nine and three months ended September 30, 2015 and 2014.

Czech Gaming Taxes

(l)Czech Gaming Taxes — The gaming taxes are summarized in the following table:

	Based on the Gaming Tax Law
	that became effective January 1, 2012.
Live Games	20% Gaming Tax* from revenue earned from live games (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax* from revenue earned from slot games (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately two U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).

* Gaming taxes are to be paid quarterly, by the 25th day following the end of a quarter.

TWC was current on all of its Czech gaming tax payments at September 30, 2015 and through the date of this report.

TWC’s gaming-related taxes and fees, which are recognized in the cost of revenues, for the nine and three months ended September 30, 2015 and 2014 are summarized in the following table:

	(UNAUDITED)
	For the Nine Months Ended						For the Three Months Ended
	2015			2014			2015			2014
Live-game and slot revenues (gaming revenues)	$	24,932		$	25,262		$	8,542		$	8,409
Gaming taxes on gaming revenues	$	5,213		$	5,312		$	1,787		$	1,767
Gaming taxes as % of gaming revenues	20.9		%	21.0		%	20.9		%	21.0		%

In conformity with the European Union (“EU”) taxation legislation, the Czech Republic’s VAT has gradually increased from 5%, when that country joined the EU in 2004, to 21%, the effective rate since 2013.  Unlike in other industries, VATs are not recoverable for gaming operations.  The recoverable VAT under the Hotel Savannah, Hotel Columbus and Hotel Freizeit Auefeld was not material for the nine and three months ended September 30, 2015 and 2014, respectively.

Income Taxes

(m)Income Taxes  — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This guidance also provides directions on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  However, management’s conclusions regarding this guidance may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.  The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the nine and three months ended September 30, 2015 and 2014, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2011.

The Company incurred an estimated foreign income tax expense of $988 and $767 for the nine months ended September 30, 2015 and 2014, respectively.  There were no income tax liabilities from the hotel segment. The Czech Republic has an applicable corporate income tax of 19%, while Germany has an applicable corporate income tax rate of 30%.  Estimated Czech corporate income tax payments are required to be paid quarterly.  TWC was current on all of its tax payments at September 30, 2015 and through the date of this report.

Recent Accounting Pronouncements

(n)Recent Accounting Pronouncements In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The guidance clarifies the principles for recognizing revenue and establishes a common revenue standard for US GAAP and International Financial Reporting Standards.  Early adoption is permitted, but not before the original effective date for public companies (annual reporting periods beginning after December 15, 2016). Retrospective application is required.  The Company is currently evaluating the impact of adopting this standard and does not expect the standard to have any material impact on its consolidated financial statements.

In June 2014, the FASB issued guidance on stock compensation that requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  As such, the performance target should not be reflected in estimating the grant-date fair value of the award.  The guidance is effective for reporting periods beginning after December 15, 2015, with early adoption permitted.  The Company is evaluating the potential impacts of adopting the new guidance on its existing stock-based compensation plans.

In August 2014, the FASB issued guidance on the presentation of financial statements for a going concern. This provides guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, and annual and interim periods thereafter. The Company is reviewing the new standard for adoption and does not expect this standard to have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued an update on the treatment of extraordinary and unusual items. This update eliminates the concept of extraordinary items and the related income statement presentation of such items. The provisions of this guidance are effective for reporting periods beginning after December 15, 2015. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued an update on its guidance on the presentation of debt issuance costs.  This update requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt liability. The standard is effective for reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The update requires application of the updated guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

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Summary of Selected Significant Accounting Policies (Tables).

9 Months Ended

Sep. 30, 2015

Summary of Selected Significant Accounting Policies

Schedule of impact of dilution on earnings per share from continuing operations, based on the treasury stock method

	(UNAUDITED)
	For the Nine Months Ended				For the Three Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Basic Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Basic earnings per share	$	0.27	$	0.23	$	0.13	$	0.10
Diluted Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Addition due to the effect of dilutive securities using the treasury stock method:
Stock options, restricted stock and warrants	396		3,606				6,244
Stock issuable under the Deferred Compensation Plan	436,712		301,391		436,712		301,391
Dilutive potential weighted average common shares	9,258,313		9,116,988		9,257,917		9,124,206
Diluted earnings per share	$	0.26	$	0.22	$	0.13	$	0.10

Schedule of estimated useful lives of property and equipment

Asset	Estimated Useful Life
Buildings	20-50 years
Furniture, fixtures and equipment	3-12 years
Leasehold improvements	5-20 years

Schedule of property and equipment

	As of September 30, 2015			As of December 31, 2014
	(unaudited)
Land	$	2,889		$	3,148
Building and improvements	35,502			33,480
Furniture, fixtures and other equipment	11,844			10,940
	50,235			47,568
Less accumulated depreciation and amortization	(12,713		)	(12,099		)
	$	37,522		$	35,469

Schedule of impact of foreign currency translation on goodwill

	Goodwill
	Pilsen				South-Moravia				Lower Saxony
As of September 30, 2015 (in thousands, except FX)	reporting unit				reporting unit				reporting unit				Total
Balance in USD ($)	$	3,042		(1)	$	537		(1)	$	129			$	3,708
Balance in EUR (€)									€	117			€	117
Foreign Exchange Rate (“FX”)	33.883				33.883				27.245
Balance in CZK (Kč)	Kč		103,072	(2)	Kč		18,195	(2)	Kč		3,180	(3)	Kč		124,447
Applicable FX (4)	24.266				24.266				24.266
Balance at September 30, 2015	$	4,248			$	750			$	131			$	5,129
Net cumulative change to goodwill due to foreign currency translation	$	1,206			$	213			$	2			$	1,421

(1) Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002.

This balance represents the remaining, unamortized goodwill, after an impairment charge was taken prior to January 1, 2003.

(2) USD residual balance translated to CZK at June 30, 1998, the date of acquisition of such assets, with the date of acquisition CZK to USD FX rate of 33.883.

(3) Provisional EUR balance translated to CZK at June 1, 2015, the date of acquisition of the Hotel Freizeit, with the date of acquisition CZK to EUR FX rate of 27.245.

(4) FX central bank foreign exchange rates taken from www.CNB.CZ.

Summary of changes in gaming tax law

	Based on the Gaming Tax Law
	that became effective January 1, 2012.
Live Games	20% Gaming Tax* from revenue earned from live games (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax* from revenue earned from slot games (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately two U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).

* Gaming taxes are to be paid quarterly, by the 25th day following the end of a quarter.

TWC was current on all of its Czech gaming tax payments at September 30, 2015 and through the date of this report.

Schedule of gaming-related taxes and fees

	(UNAUDITED)
	For the Nine Months Ended						For the Three Months Ended
	2015			2014			2015			2014
Live-game and slot revenues (gaming revenues)	$	24,932		$	25,262		$	8,542		$	8,409
Gaming taxes on gaming revenues	$	5,213		$	5,312		$	1,787		$	1,767
Gaming taxes as % of gaming revenues	20.9		%	21.0		%	20.9		%	21.0		%

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Nature of Business (Details) € in Thousands, $ in Thousands	Jun. 16, 2015 ft² room item	Sep. 10, 2014 USD ($) room item	Sep. 30, 2015 room item	Sep. 10, 2014 EUR (€) room
Hotel Columbus
Nature of Business
Number of rooms | room		117		117
Number of meeting rooms | room		5
Number of bars		2
Number of garage parking spaces		32
Number of surface lot parking spaces		27
Hotel Columbus | Sparkasse Seligenstadt Loan
Nature of Business
Bank loan		$ 4,032		€ 3,600
Loan term		15 years
Interest rate fixed for ten years (as a percent)		3.10%		3.10%
Hotel Freizeit Auefeld
Nature of Business
Percentage of partnership interests acquired	100.00%
Number of rooms | room	93
Number of food and beverage outlets	3
Number of meeting rooms | room	10
Number of square feet in adjoining event hall | ft²	13,000
Number of indoor courts	4
Number of four-room apartments	1
Number of six-room apartments	1
Ceska
Nature of Business
Number of gaming tables			15
Number of slot machines			100
Route 55
Nature of Business
Number of gaming tables			23
Number of slot machines			138
Route 59
Nature of Business
Number of gaming tables			21
Number of slot machines			144
Hotel Savannah
Nature of Business
Number of rooms | room			77
Number of banquet halls			8
Czech
Nature of Business
Number of casinos owned and operated			3

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Summary of Selected Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($) item $ / shares shares	Sep. 30, 2014 USD ($) $ / shares shares	Sep. 30, 2015 USD ($) segment item $ / shares shares	Sep. 30, 2014 USD ($) $ / shares shares
Segment Information
Number of Reportable Segments | segment			2
Nature of Business
Number of hotels owned and operated | item	2		2
Earnings per share
Outstanding share-based options included in diluted EPS (in shares)	635,000	520,450	635,000	520,450
Outstanding warrants included in diluted EPS (in shares)				75,000
Basic Earnings Per Share:
Net income | $	$ 1,166	$ 868	$ 2,399	$ 2,001
Weighted average common shares	8,821,205	8,816,571	8,821,205	8,811,991
Basic earnings per share (in dollars per share) | $ / shares	$ 0.13	$ 0.10	$ 0.27	$ 0.23
Diluted Earnings Per Share:
Net income | $	$ 1,166	$ 868	$ 2,399	$ 2,001
Weighted average common shares	8,821,205	8,816,571	8,821,205	8,811,991
Addition due to the effect of dilutive securities:
Stock options, restricted stock and warrants (in shares)		6,244	396	3,606
Stock issuable under the Deferred Compensation Plan	436,712	301,391	436,712	301,391
Dilutive potential common shares	9,257,917	9,124,206	9,258,313	9,116,988
Diluted earnings per share (in dollars per share) | $ / shares	$ 0.13	$ 0.10	$ 0.26	$ 0.22
Goodwill
Number of geographical reporting units over which goodwill has been allocated | item	2		2
Impairment of goodwill | $			$ 0
Restricted Stock
Earnings per share
Outstanding warrants included in diluted EPS (in shares)			75,000	75,000
Germany
Nature of Business
Number of hotels owned and operated | item	2		2
Total revenues | Product concentration | Rooms revenue
Revenue recognition
Maximum revenues generated from ancillary services as a percentage of total revenues on an individual basis			7.50%
Total revenues | Product concentration | Food and beverage revenues
Revenue recognition
Maximum revenues generated from ancillary services as a percentage of total revenues on an individual basis			5.30%	2.80%

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Thousands	21 Months Ended
	Sep. 30, 2015 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax	$ 0

XML

Summary of Selected Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Summary of Selected Significant Accounting Policies

Summary of Selected Significant Accounting Policies

4.Summary of Selected Significant Accounting Policies.

(a)Cash and Cash Equivalents Cash and cash equivalents are comprised of cash on hand; current balances with banks and similar institutions; and term deposits of three months or less with banks and similar institutions.  The carrying amounts of cash at banks and on hand and term bank deposits approximate their fair values.

(b)Revenue RecognitionCasino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to wagering patrons, and is recognized on the day it is earned.  Revenues generated from casino ancillary services, which includes room rentals, sales of food, beverage, cigarettes, spa services, and casino logo merchandise, are recognized at the time the related services are performed or goods sold.  Room revenue for the nine months ended September 30, 2015 represented 7.5% of consolidated total revenue.  Food and beverage (“F&B”) revenues represented approximately 5.3% and 2.8% of consolidated total revenue for the nine months ended September 30, 2015 and 2014, respectively.

(c)Business Acquisitions Assets acquired and liabilities assumed in business combinations are recorded on the Company’s consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates.  The results of operations of businesses acquired by the Company have been included in the consolidated statements of income since their respective dates of acquisition.  In certain circumstances, the purchase price allocations may be based upon preliminary estimates and assumptions (See Note 5). Accordingly, the allocations are subject to revision until the Company receives final information and other analyses during the measurement period which ends a year after the date of acquisition.

(d)Segment Reporting Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, the Company has two reportable segments, a casino segment and a hotel segment.  ASC 280 designates the internal reporting that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments.  The Company is including this segment reporting under Note 7 below.

(e)Earnings per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share incorporate the dilutive effect of Common Stock equivalents on an average basis during the period. The Company’s Common Stock equivalents currently include stock options, warrants, restricted stock, and deferred compensation stock. Thus, unexercised stock options to purchase up to 635,000 and 520,450 shares as of September 30, 2015 and 2014, respectively, were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested. Restricted stock to purchase up to an aggregate of 75,000 shares as of September 30, 2015 and 2014 were also respectively included, if they were “in-the-money” and vested.  Warrants to purchase up to 75,000 shares as of September 30, 2014 were also included if they were “in-the-money,” but were not included in 2015 as they had expired in November 2014.  In addition, 436,712 and 301,391 issuable shares, as of September 30, 2015 and 2014, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

The Company has not paid dividends on its Common Stock since inception.  Our stock repurchase program expired in November 2014.

A table illustrating the impact of dilution on earnings per share, based on the treasury stock method, is presented below:

	(UNAUDITED)
	For the Nine Months Ended				For the Three Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Basic Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Basic earnings per share	$	0.27	$	0.23	$	0.13	$	0.10
Diluted Earnings Per Share:
Net income	$	2,399	$	2,001	$	1,166	$	868
Weighted average common shares	8,821,205		8,811,991		8,821,205		8,816,571
Addition due to the effect of dilutive securities using the treasury stock method:
Stock options, restricted stock and warrants	396		3,606				6,244
Stock issuable under the Deferred Compensation Plan	436,712		301,391		436,712		301,391
Dilutive potential weighted average common shares	9,258,313		9,116,988		9,257,917		9,124,206
Diluted earnings per share	$	0.26	$	0.22	$	0.13	$	0.10

(f)Goodwill Goodwill represents the excess of the cost of the Company’s subsidiaries over the fair value of their net assets at the date of acquisition.  In the CZ, this consisted of the Ceska casino and a parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah are situated). In Germany, it consists of the newly acquired Hotel Freizeit Auefeld.  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge to earnings will be recorded.  In light of the recent acquisition of German assets, TWC’s allocation of its Czech goodwill over two geographical reporting units, which are components of the casino segment, have been renamed and classified as the “Pilsen reporting unit” (“PRU”), which consists of the Ceska casino, and the “South Moravia reporting unit” (“SMRU”), which consists of the land in Hate. The German goodwill is derived from the newly-acquired Hotel Freizeit Auefeld, and is represented by the “Lower Saxony reporting unit” (“LSRU”).  There were no indicators of impairment present during the third quarter of 2015 for the Czech reporting units, nor for the recently acquired asset, Hotel Freizeit Auefeld, the assets’ fair value of which have been estimated as of the acquisition date (See Note 6 “Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld” below); therefore, TWC determined that there was no impairment of goodwill at September 30, 2015.

Changes to goodwill during the periods presented are strictly related to the fluctuation in foreign currency exchange rates.  See Note 4(i), below.

(g)Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

Asset	Estimated Useful Life
Buildings	20-50 years
Furniture, fixtures and equipment	3-12 years
Leasehold improvements	5-20 years

At September 30, 2015 and December 31, 2014, property and equipment consisted of the following:

	As of September 30, 2015			As of December 31, 2014
	(unaudited)
Land	$	2,889		$	3,148
Building and improvements	35,502			33,480
Furniture, fixtures and other equipment	11,844			10,940
	50,235			47,568
Less accumulated depreciation and amortization	(12,713		)	(12,099		)
	$	37,522		$	35,469

(h)Impairment of Long-lived Assets The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no indicators of impairment for long-lived assets for the nine months ending September 30, 2015 and 2014.

(i)Foreign Currency TranslationThe Company complies with requirements for reporting foreign currency translation, which require that for foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of income accounts are translated by applying monthly averages of daily exchange rates on the respective monthly local statement of operations accounts for the period.

The impact of foreign currency translation on goodwill is presented below:

	Goodwill
	Pilsen				South-Moravia				Lower Saxony
As of September 30, 2015 (in thousands, except FX)	reporting unit				reporting unit				reporting unit				Total
Balance in USD ($)	$	3,042		(1)	$	537		(1)	$	129			$	3,708
Balance in EUR (€)									€	117			€	117
Foreign Exchange Rate (“FX”)	33.883				33.883				27.245
Balance in CZK (Kč)	Kč		103,072	(2)	Kč		18,195	(2)	Kč		3,180	(3)	Kč		124,447
Applicable FX (4)	24.266				24.266				24.266
Balance at September 30, 2015	$	4,248			$	750			$	131			$	5,129
Net cumulative change to goodwill due to foreign currency translation	$	1,206			$	213			$	2			$	1,421

(1) Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002.

This balance represents the remaining, unamortized goodwill, after an impairment charge was taken prior to January 1, 2003.

(2) USD residual balance translated to CZK at June 30, 1998, the date of acquisition of such assets, with the date of acquisition CZK to USD FX rate of 33.883.

(3) Provisional EUR balance translated to CZK at June 1, 2015, the date of acquisition of the Hotel Freizeit, with the date of acquisition CZK to EUR FX rate of 27.245.

(4) FX central bank foreign exchange rates taken from www.CNB.CZ.

(j)Stock-based Compensation The Company accounts for stock options and warrants using the modified prospective method in accordance with accounting and disclosure requirements for compensation-stock compensation.  Under this method, compensation costs include the estimated grant date fair value of the awards amortized over the options’ vesting period.  The Company currently utilizes the Black-Scholes option pricing model to measure the fair value of stock options granted to certain KMEs.  Stock-based compensation was approximately $15 and $0 for the three months ended September 30, 2015 and 2014, respectively, and was approximately $44 and $0 for the nine-month periods ended September 30, 2015 and 2014, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income.

(k)Comprehensive Income (Loss) — The Company complies with requirements for reporting comprehensive income (loss).  Those requirements establish rules for reporting and display of comprehensive income and loss and their components.  Except for the Company’s change in the foreign currency translation adjustments to be included in other comprehensive income (loss), there were no other components of the Company’s comprehensive income (loss) in the nine and three months ended September 30, 2015 and 2014.

(l)Czech Gaming Taxes — The gaming taxes are summarized in the following table:

	Based on the Gaming Tax Law
	that became effective January 1, 2012.
Live Games	20% Gaming Tax* from revenue earned from live games (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax* from revenue earned from slot games (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately two U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).

* Gaming taxes are to be paid quarterly, by the 25th day following the end of a quarter.

TWC was current on all of its Czech gaming tax payments at September 30, 2015 and through the date of this report.

TWC’s gaming-related taxes and fees, which are recognized in the cost of revenues, for the nine and three months ended September 30, 2015 and 2014 are summarized in the following table:

	(UNAUDITED)
	For the Nine Months Ended						For the Three Months Ended
	2015			2014			2015			2014
Live-game and slot revenues (gaming revenues)	$	24,932		$	25,262		$	8,542		$	8,409
Gaming taxes on gaming revenues	$	5,213		$	5,312		$	1,787		$	1,767
Gaming taxes as % of gaming revenues	20.9		%	21.0		%	20.9		%	21.0		%

In conformity with the European Union (“EU”) taxation legislation, the Czech Republic’s VAT has gradually increased from 5%, when that country joined the EU in 2004, to 21%, the effective rate since 2013.  Unlike in other industries, VATs are not recoverable for gaming operations.  The recoverable VAT under the Hotel Savannah, Hotel Columbus and Hotel Freizeit Auefeld was not material for the nine and three months ended September 30, 2015 and 2014, respectively.

(m)Income Taxes  — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This guidance also provides directions on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  However, management’s conclusions regarding this guidance may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.  The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the nine and three months ended September 30, 2015 and 2014, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2011.

The Company incurred an estimated foreign income tax expense of $988 and $767 for the nine months ended September 30, 2015 and 2014, respectively.  There were no income tax liabilities from the hotel segment. The Czech Republic has an applicable corporate income tax of 19%, while Germany has an applicable corporate income tax rate of 30%.  Estimated Czech corporate income tax payments are required to be paid quarterly.  TWC was current on all of its tax payments at September 30, 2015 and through the date of this report.

(n)Recent Accounting Pronouncements In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The guidance clarifies the principles for recognizing revenue and establishes a common revenue standard for US GAAP and International Financial Reporting Standards.  Early adoption is permitted, but not before the original effective date for public companies (annual reporting periods beginning after December 15, 2016). Retrospective application is required.  The Company is currently evaluating the impact of adopting this standard and does not expect the standard to have any material impact on its consolidated financial statements.

In June 2014, the FASB issued guidance on stock compensation that requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  As such, the performance target should not be reflected in estimating the grant-date fair value of the award.  The guidance is effective for reporting periods beginning after December 15, 2015, with early adoption permitted.  The Company is evaluating the potential impacts of adopting the new guidance on its existing stock-based compensation plans.

In August 2014, the FASB issued guidance on the presentation of financial statements for a going concern. This provides guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, and annual and interim periods thereafter. The Company is reviewing the new standard for adoption and does not expect this standard to have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued an update on the treatment of extraordinary and unusual items. This update eliminates the concept of extraordinary items and the related income statement presentation of such items. The provisions of this guidance are effective for reporting periods beginning after December 15, 2015. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued an update on its guidance on the presentation of debt issuance costs.  This update requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt liability. The standard is effective for reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The update requires application of the updated guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

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Summary of Selected Significant Accounting Policies (Details 2) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Property and Equipment
Land, property and equipment, gross	$ 50,235		$ 47,568
Less accumulated depreciation and amortization	(12,713)		(12,099)
Land, property and equipment, net	37,522		35,469
Impairment for long-lived assets
Impairment losses for long-lived assets	0	$ 0
Land
Property and Equipment
Land, property and equipment, gross	2,889		3,148
Building and improvements
Property and Equipment
Land, property and equipment, gross	$ 35,502		33,480
Building and improvements | Minimum
Property and Equipment
Estimated Useful Life	20 years
Building and improvements | Maximum
Property and Equipment
Estimated Useful Life	50 years
Furniture, fixtures and equipment
Property and Equipment
Land, property and equipment, gross	$ 11,844		$ 10,940
Furniture, fixtures and equipment | Minimum
Property and Equipment
Estimated Useful Life	3 years
Furniture, fixtures and equipment | Maximum
Property and Equipment
Estimated Useful Life	12 years
Leasehold improvements | Minimum
Property and Equipment
Estimated Useful Life	5 years
Leasehold improvements | Maximum
Property and Equipment
Estimated Useful Life	20 years

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Basis of Presentation and Consolidation (Details)	Sep. 30, 2015 item
Nature of Business
Number of hotels owned and operated	2
Germany
Nature of Business
Number of hotels owned and operated	2