-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ET4ckzGJs1vdAlSavx1fF0t59ui+hk+Mp0YDXLNvBkyrarVy08Me4zEl1NkAbVhS Ed8kqa+85W9FZhjCMpO2TQ== 0001157523-10-006518.txt : 20101103 0001157523-10-006518.hdr.sgml : 20101103 20101103160109 ACCESSION NUMBER: 0001157523-10-006518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101103 DATE AS OF CHANGE: 20101103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD CORP CENTRAL INDEX KEY: 0000914577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 133738518 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25244 FILM NUMBER: 101161419 BUSINESS ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: STE 940 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129833355 MAIL ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: STE 940 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD GAMING CORP DATE OF NAME CHANGE: 19941027 8-K 1 a6496901.htm TRANS WORLD CORP. 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM 8-K

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

November 3, 2010

(Date of earliest event reported)


Trans World Corporation

(Exact name of registrant as specified in its charter)


Nevada

0-25244

13-3738518

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

545 Fifth Avenue, Suite 940, New York, New York

10017

(Address of principal executive offices)

(Zip Code)

(212) 983-3355

(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Section 2 – Financial Information

ITEM 2.02     Results of Operations and Financial Condition

On November 3, 2010, Trans World Corporation published a press release, announcing its 3rd Quarter 2010 financial results, attached as Exhibit 99.1.


ITEM 9.01     Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99.1 – Press Release dated November 3, 2010.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANS WORLD CORPORATION

 

 

 

November 3, 2010

By:

/s/ Rami S. Ramadan

Rami S. Ramadan

Chief Executive Officer and

Chief Financial Officer

EX-99.1 2 a6496901ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Trans World Corporation Announces 2010 Third Quarter Financial Results

Third Quarter 2010 Financial Highlights

  • Net income of $455,000, or $0.05 per diluted share
  • Stockholders’ equity of $4.20 per diluted share

NEW YORK--(BUSINESS WIRE)--November 3, 2010--Trans World Corporation (“TWC” or the “Company”) (OTC BB: TWOC), a premier owner and operator of casinos and a hotel in Europe, today reported financial results for its third quarter and nine months ended September 30, 2010.

Mr. Rami Ramadan, Chief Executive Officer of TWC commented, “We were pleased to report third quarter profitability and positive cash from operations despite a number of unusual factors and have confidence that business is trending in the right direction. During the period, the 2010 FIFA World Cup negatively affected attendance, as our primary customer base consists of European fans of the event. However, once the World Cup ended on July 11th, we saw our attendance return to projected levels. Additionally, we experienced a higher level of live game wins by our regular players. Though it negatively impacted our bottom line for the period, wins such as these are the nature of our business and integral to increasing market awareness and driving attendance.”

Mr. Ramadan continued, “Through October, we are tracking well ahead of last year’s pace in the fourth quarter, which has historically been our best in terms of business volume. We will continue to benefit also from rising patronage of our Hotel Savannah and Spa, which increases business at the adjacent Route 59 Casino. While we remain focused on generating cash and operating profitably within our existing operations, we are looking also at several opportunities in the hospitality and gaming arena including potential strategic acquisitions in Europe and the United States.”

Financial and Operating Highlights

  • Third quarter 2010 revenues were approximately $8.0 million compared with $8.7 million in the same period of 2009. The $700,000 decline in revenues was primarily due to the negative impact of the 2010 FIFA World Cup mentioned above, higher live-game losses, and stronger than expected competition at one of our casinos. These factors were partially offset by the steadily improving performance at the Company’s Route 59 Casino and Hotel Savannah.
  • EBITDA for the third quarter of 2010 was approximately $1.1 million as compared with $1.4 million achieved in the same quarter last year. The decrease was due to lower revenue, partially offset by cost savings. A table reconciling EBITDA, a non-GAAP (Generally Accepted Accounting Principles) financial measure, to the appropriate GAAP measure is included with the Company’s financial information below.
  • Net income for the third quarter was $455,000, or $0.05 per diluted share, compared with net income of $552,000, or $0.06 per diluted share, for the same quarter a year ago. The decline was primarily due to the lower top line performance mentioned above, which was partially offset by reductions in expenses.
  • For the nine months ended September 30, 2010, revenues were $24.6 million compared with $25.3 million for the 2009 period. The decrease was due to the factors mentioned above plus an unusually severe winter during the first quarter of 2010. EBITDA for the nine months was $3.2 million compared with $4.2 million for the 2009 period. Net Income was $1.2 million, or $0.14 per diluted share, compared with $2.0 million, or $0.23 per diluted share, for the 2009 period.

Balance Sheet Highlights

The Company had cash of $2.2 million at September 30, 2010 compared with $2.6 million at December 31, 2009. Total assets at September 30, 2010 were approximately $53.0 million versus approximately $53.7 million at December 31, 2009. The decline in asset value was attributable to a combination of depreciation and the impact of Czech to U.S. exchange rates on asset revaluations. Stockholders’ equity was approximately $37.4 million, or $4.20 per diluted share, compared with $35.5 million, or $3.97 per diluted share, at December 31, 2009.

As previously announced on July 12, 2010, the Company retired its unsecured promissory notes aggregating $1.6 million, which had matured on June 26, 2010, along with a total payment of $295,000 in associated deferred and accrued interest.


Conference Call

TWC will host a conference call to discuss these results at 2:00 p.m. EST today, November 3, 2010. Anyone interested in participating should call 1-877-869-3847 if calling within the United States or 1-201-689-8261 if calling internationally, approximately 10 minutes prior to 2:00 p.m. Participants should ask for the Trans World Corporation 2010 Third Quarter Financial Results conference call.

The conference call will also be webcast live via the Investor Relations section of Trans World’s website at www.transwc.com, or by clicking the following link: http://www.investorcalendar.com/IC/CEPage.asp?ID=161993.

To listen to the live call, please go the website at least 15 minutes early to register, download, and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the website for 30 days.

About Trans World Corporation

Trans World Corporation, founded in 1993, is a publicly traded US corporation with all of its gaming and hotel operations in Europe. TWC’s casinos operate under the registered brand name American Chance Casinos and are strategically located in border towns in the Czech Republic and in the case of the Croatian casino that it manages, near a resort city. The Company owns and operates the Ceska and Rozvadov casinos on the Czech-German border near Regensburg, Germany; Route 59 Casino, Hotel Savannah and the Spa at Hotel Savannah on the Czech-Austrian border north of Vienna, Austria; and the Route 55 Casino on the Czech-Austrian border north of Linz, Austria. TWC also operates the Grand Casino Lav near Split, Croatia under a management contract.

Additional information about TWC and its American Chance Casinos and the Hotel Savannah, can be found at www.transwc.com, www.american-chance-casinos.com and www.hotel-savannah.com, which are not part of this release.

This press release contains certain forward-looking statements and data. Any statements and data contained herein that are not historical fact may be deemed to be forward-looking data. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipates,” “estimates,” or “continue” or comparable terminology or the negative thereof are intended to identify certain forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, both known and unknown, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or data whether as a result of new information, future events or otherwise.


TRANS WORLD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 2010 and 2009
(in thousands, except for share data)

   

Three Months Ended September 30,

Nine Months Ended September 30,
2010   2009 2010   2009
(unaudited) (unaudited) (unaudited) (unaudited)
 
REVENUES $ 7,967 $ 8,735 $ 24,626 $ 25,292
 
COSTS AND EXPENSES:
Cost of revenues 4,494 4,999 13,570 13,645
Depreciation and amortization 509 626 1,495 1,615
Selling, general and administrative   2,385     2,347     7,873     7,427  
  7,388     7,972     22,938     22,687  
 
INCOME FROM OPERATIONS   579     763     1,688     2,605  
 
OTHER EXPENSE:
Interest expense, net   (124 )   (211 )   (457 )   (566 )
 
NET INCOME $ 455   $ 552   $ 1,231   $ 2,039  
 
Weighted Average Common Shares Outstanding:
Basic 8,871,640 8,871,640 8,871,640 8,869,806
Diluted   8,919,987     8,952,423     8,919,987     8,950,589  
 
Earnings Per Common Share:
Basic $ 0.05   $ 0.06   $ 0.14   $ 0.23  
Diluted $ 0.05   $ 0.06   $ 0.14   $ 0.23  
 

 

TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2010 and December 31, 2009
(in thousands, except for share data)
   
ASSETS September 30, 2010 December 31, 2009
(Unaudited)
CURRENT ASSETS:
Cash $ 2,216 $ 2,582
Prepaid expenses 803 1,026
Notes receivable, current portion 397 225
Other current assets   606     1,897  
 
Total current assets   4,022     5,730  
 

PROPERTY AND EQUIPMENT, less accumulated depreciation of
   $10,875 and $9,316, respectively

  37,665     38,203  
 
OTHER ASSETS:
Goodwill 6,703 6,577
Notes receivable, less current portion 1,125 1,309
Deposits and other assets   3,458     1,849  
 
Total other assets   11,286     9,735  
 
$ 52,973   $ 53,668  
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES:
Long-term debt, current maturities $ 2,087 $ 3,521
Capital lease, current portion 47 50
Accounts payable 1,619 1,206
Interest payable 218
Czech tax accrual 3,212 4,459
Accrued expenses and other current liabilities   1,387     1,659  
 
Total current liabilities   8,352     11,113  
 
LONG-TERM LIABILITIES:
Long-term debt, less current maturities 7,107 6,983
Capital lease, less current portion   69     57  
 
Total long-term liabilities   7,176     7,040  
 
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDERS' EQUITY:
 

Preferred stock, $.001 par value, 4,000,000 shares authorized,
   none issued

Common stock, $.001 par value, 20,000,000 shares authorized,
   8,871,640 shares, issued and outstanding, respectively

9 9
Additional paid-in capital 51,909 51,710
Accumulated other comprehensive income 9,583 9,083
Accumulated deficit   (24,056 )   (25,287 )
Total stockholders' equity   37,445     35,515  
$ 52,973   $ 53,668  

 

TRANS WORLD CORPORATION AND SUBSIDIARIES
EBITDA RECONCILIATION
Three and Nine Months Ended September 30, 2010 and 2009
(in thousands)

       
Three Months Ended September 30, Nine Months Ended September 30,
2010 2009 2010 2009
(unaudited) (unaudited) (unaudited) (unaudited)
 
NET INCOME $ 455 $ 552 $ 1,231 $ 2,039
Add: Interest expense, net 124 211 457 566
Add: Depreciation and amortization expense   509   626   1,495   1,615
EBITDA $ 1,088 $ 1,389 $ 3,183 $ 4,220
 
EBITDA margin (% of revenues) 13.7% 15.9% 12.9% 16.7%

Reconciliation of Non-GAAP Measures to GAAP

The Company believes that EBITDA, a non-GAAP financial measure provides useful information to its investors as well as to others who might be interested in purchasing shares of TWC common stock. This belief is based on conversations and meetings TWC’s management has had with its investors where the substance of these talks has centered around historical and prospective EBITDA measurements. Based on management’s observations, it appears that, even though the EBITDA measurement is not “GAAP,” it does enhance investors’ understanding of the Company’s business. In short, this performance measurement gives an analytic view of the Company’s operational earnings on a cash-basis, excluding the impact of debt obligations and (non-cash) depreciation and amortization.

CONTACT:
Trans World Corporation
Manager of Communications
Jill Yarussi, 212-983-3355
JYarussi@transwc.com
www.transwc.com
or
Investor Relations:
The Equity Group Inc.
Vice President
Adam Prior, 212-836-9606
APrior@equityny.com
or
Senior Account Executive
Melissa Dixon, 212-836-9613
MDixon@equityny.com
www.theequitygroup.com

-----END PRIVACY-ENHANCED MESSAGE-----