1. U.S. Futures

TNA - Evergreen Gaming Corporation (Washington Casino Company)

Discussion in 'Penny Stocks' started by EarningsBuyer, Oct 7, 2017.

  1. EarningsBuyer

    EarningsBuyer New Member

    Oct 7, 2017
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    Evergreen Gaming Corporation Q2 Results(Ending June 30th 2017)
    All Information Can Be Found On SEDAR – www.sedar.com

    Price: $0.13
    Common Shares: 124,716,865
    Insider/Institutional Holdings: 95,967,855 or 77.51%

    Retail Shares Available: 28,749,010 or 22.49%

    Financials + MD&A – All in US Dollars


    Cash: $4,499,410
    Restricted Cash: $2,283,216
    Other Assets: $176,317
    Accounts Receivable: $116,259
    Inventory: $176,643
    Deposits: $10,551
    Game License: $63,267
    Trademarks: $1,185,000
    Goodwill: $6,435,481
    Property & Equipment: $10,549,240

    TOTAL ASSETS: $25,495,384

    Notes Payable(Mortgages): $6,673,081
    Trade Payables: $4,616,249
    Notes Payable: $389,357
    Deferred Tax: $348,000
    TOTAL LIABILITIES: $12,026,687

    Asset/Debt Ratio: 2.12:1

    Note: Pending Sale of Tukwila Casino For $2 million USD - http://www.sterlingrealestate.idxbr...83212/14027-Interurban-Ave-S-Tukwila-WA-98168

    Quarterly Sales Results

    Year - Sales - Net Income – EPS (Earnings Per Share)
    2014 - $30,555,757 - $2,720,669 - $0.02c EPS - Not converted into CAD yet
    2015 - $33,338,543 - $3,933,883 - $0.03c EPS - Not converted into CAD yet
    2016 - $33,326,624 - $1,909,408 - $0.015c EPS - Not converted into CAD yet
    2017(Q1) - $8,229,974 - $337,347 - $0.003c EPS – Not converted into CAD yet

    2017(Q2) - $8,513,288 - $1,047,878 - $0.008c EPS – Not converted into CAD yet

    MD&A Highlights

    Evergreen is in the business of overseeing the gaming operations of its principal U.S. subsidiary, Washington Gaming, Inc. (“WGI”).

    Net revenue for the quarter ended June 30, 2017 was $9,411,453, an increase of $1,025,705 compared to the same period in the prior year. Gaming dollars dropped were 5% higher than the prior year quarter and the hold percentage increased .7%. The income from operations was $1,654,640 compared to $1,134,414 in the prior year quarter. This increase was due to the increase in net revenues offset by an increase in operating expenses of $505,479. The labor and benefit expenses increased due to an increase in the minimum wage and marketing expenses increased to generate more revenue.

    Net income before taxes was $1,564,515 compared to $1,003,841 in the same quarter of 2016, a $560,674 increase. The increase was due to the higher income from operations and lower finance costs due to paying off outstanding indebtedness.

    Working capital at June 30, 2017 was $2,246,239 compared to working capital of $1,744,546 at December 31, 2016. With sustained healthy revenues and ongoing game protection and expense controls, management expects continued profitable operations sufficient to exceed the cash demands necessary for the company to meet its future obligations.

    The Company’s assets at June 30, 2017 totaled $25,495,384 compared to total liabilities of $12,026,687. At December 31, 2016, total assets were $23,922,129 compared to total liabilities of $11,838,378.

    The Company’s cash at June 30, 2017 was $6,782,626, compared to $4,563,587 at December 31, 2016. These amounts include “Restricted Cash” balances of $2,283,216 and $914,071 respectively. “Restricted Cash” balances are jackpot funds held for prizes being offered at the casinos. Cash provided by operating activities for the quarter ended June 30, 2017 was $2,212,808 compared to $892,469 for the quarter ended June 30, 2016.

    The operating results for the quarter ending June 30, 2017 showed a substantial improvement from the quarter ending March 31, 2017. Net revenues increased to $9,411,453 compared to $8,229,974 in the prior quarter. This increase was attributable to an 11% increase in gaming dollars dropped and a .6% increase in the hold percentage. Income from operations increased to $1,654,640 in the second quarter compared to $609,385 in the prior quarter. This was due to the increase in net revenues offset by a $136,224 increase in operating expenses. This was primarily due to an increase in gaming taxes as a result of additional gaming revenue.

    Historically, the Company’s sources of funding have been debt and equity financing and cash flow from operations. As of June 30, 2017, the Company had arm’s length debt of $7,062,438, all related to mortgages, including the acquisition of the Lakewood property. Related party debt totalling $832,553 which was owed to Michels Development for the note from Goldies in Shoreline was paid in full in the second quarter.

    At June 30, 2017, the Company had cash of $6,782,626 and net working capital of $2,246,239. Total debt payments of $926,451 were made during the second quarter. The monthly debt service cash requirement is just under $58,000.
  2. EarningsBuyer

    EarningsBuyer New Member

    Oct 7, 2017
    Likes Received:
    Washington State Card Room & Casino Statistics Sheet

    **Note** - As per WSGC website, due to staffing shortages, Q4 2016 is the most recent statistics from card rooms that they have.

    At the end of 2016 there were 65 card room casinos in the state of Washington. Dawn Mangano joined Evergreen Gaming Corporation in June 2017.

    TNA Casinos – Riverside, Palace, Goldies, Chips,
    Dawn Mangano Prior Casinos – Macau, Caribbean(Casino & Card Room)

    Statistics Link: http://www.wsgc.wa.gov/docs/statistics/cardroom-gross/2016-4.pdf

    Out of 65, this is where TNA’s and Dawn’s casinos ranked:

    Dawn’s Prior Casinos:
    Macau Casino - #3 of 65
    Caribbean Casino - #8 of 65
    Caribbean Card Room - #42 of 65

    Evergreen Gaming Casinos:
    Riverside Casino - #6 of 65
    Goldies Casino - #11 of 65
    Palace Casino - #16 of 65
    Chips Casino - #23 of 65

    What this shows is Dawn Mangano was able to run casinos quite well and out of the 65 listed on the sheet, two of them placed under 10. Compared to Evergreen Gaming which only had one placed under 10. Three quarters have gone by and things could be different, but I believe Dawn will play a huge role in Evergreen Gaming’s growth.

    Another important note since some individuals have been worried about online gambling being a hindrance to Evergreen’s growth:

    Internet Gambling Prohibited In Washington: http://www.wsgc.wa.gov/publications/brochures/5-165-internet-gambling-brochure.pdf
  3. EarningsBuyer

    EarningsBuyer New Member

    Oct 7, 2017
    Likes Received:
    ladies and gents... I'm back after a several year hiatus! catching up post covid... TNA was a nice multi bagger with takeover news !

    Evergreen to be acquired by Maverick for $68M (U.S.)

    2022-09-08 15:18 ET - News Release

    Mr. Steve Michels reports


    Evergreen Gaming Corp. has entered into an arrangement agreement with Maverick Gaming LLC and its subsidiary Maverick Acquisition Canada ULC, which contemplates a plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the arrangement agreement and the accompanying initial purchase agreement, defined hereafter, Maverick will acquire all of the outstanding common shares of Evergreen.

    Under the transactions contemplated in the arrangement agreement and the initial purchase agreement, Maverick would acquire 100 per cent of the outstanding common shares of Evergreen for cash consideration of 55 U.S. cents per Evergreen share, subject to adjustment as referred to hereafter. The transaction was unanimously approved at a meeting of the Evergreen board of directors, and the Evergreen board of directors unanimously recommends that Evergreen shareholders vote in favour of the transaction. The transaction provides total consideration, subject to potential adjustment, of approximately $68-million (U.S.).

    Transaction highlights:

    • The transaction is the culmination of negotiations with a number of third parties expressing an interest in acquiring the company, beginning in late 2018, with the offer price per share represented by the transaction being the highest price offered for 100 per cent of the outstanding shares of Evergreen. The 55-U.S.-cent cash consideration offered for each Evergreen share equates to approximately 72 Canadian cents per share at the current exchange rate, representing an 18-per-cent premium to Evergreen's 30-day volume-weighted average share price and a 28-per-cent premium to Evergreen's 60-day volume-weighted average price on the TSX Venture Exchange for the period ended Sept. 7, 2022.
    • The consideration is all cash and is not subject to a financing condition.
    • The consideration secures immediate value for Evergreen shareholders.
    • Shareholders who collectively hold or control approximately 78 per cent of Evergreen's outstanding shares have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the transaction.
    • Evergreen is entitled to terminate the arrangement agreement to enter into a definitive agreement with respect to a superior proposal, in which case Maverick is entitled to a termination fee of $2.5-million (U.S.).
    • Evergreen is entitled to a reverse break fee of $2.5-million (U.S.) in certain circumstances upon the termination of the arrangement agreement.
    • The arrangement agreement contains customary deal protection provisions, including that Evergreen is not entitled to solicit third parties or engage in negotiations or discussions with third parties regarding a potential acquisition of the company, except as expressly provided in the arrangement agreement, and that Maverick has a right to match any superior proposal received by Evergreen.

    Evans & Evans of Vancouver, B.C., is acting as financial adviser to Evergreen. Evans & Evans has provided an opinion to Evergreen's board of directors that, as of the date of the opinion, and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received by Evergreen shareholders is fair, from a financial point of view, to the Evergreen shareholders.

    Transaction details

    The transaction will be completed in a two-step process, anticipated to occur on the same day. To comply with certain Washington State gaming regulations, Maverick will first acquire seven million common shares of Evergreen from Michels Development LLC (MDL), a private company wholly owned by Steve Michels, the chairman, chief executive officer and a director of Evergreen, under a share purchase agreement between MDL and Maverick. Under the initial purchase agreement, MDL will receive consideration per share for the seven million shares subject to the agreement that is identical to the consideration received by all other shareholders of Evergreen under the arrangement. If the sale contemplated by the initial purchase agreement is completed and the arrangement should subsequently fail to close for any reason, the sale under the initial purchase agreement will be rescinded.

    Subject to satisfaction of all conditions for closing provided for in the arrangement agreement, the arrangement is intended to close immediately following the closing of the sale under the initial purchase agreement. Under both the initial purchase agreement and the arrangement, the Evergreen shareholders will receive 55 U.S. cents for each Evergreen share held, subject to adjustment as follows. The arrangement agreement provides that if the company's closing cash, as defined in the arrangement agreement, is less than $26-million (U.S.), then the total consideration payable to the Evergreen shareholders under the transaction will be reduced proportionately, provided, however, that, if closing cash is less than $20.6-million (U.S.), there is no further reduction in the total purchase price beyond $5.4-million (U.S.). If the total purchase price is reduced pursuant to the foregoing (the amount of such reduction being the shortfall), the price payable for each share is reduced from 55 U.S. cents by the amount that results when the shortfall is divided by the number of Evergreen shares outstanding.

    In the event that the consideration payable per share to Evergreen shareholders is reduced in accordance with the foregoing and in the event that the company subsequently receives one or more payments of a U.S. federal tax refund as a result of employee retention credits that the company has applied for, the amount of any such refund will be paid pro rata to the Evergreen shareholders in one or more subsequent payments, provided, however, that such payment will not exceed the shortfall.

    The transaction is subject to approval by the Evergreen shareholders, court approval and other closing conditions, including closing cash being not less than $28-million (U.S.), receipt of required Washington State gaming approvals and the TSX Venture Exchange accepting the arrangement agreement for filing. Full details of the transaction will be set out in Evergreen's management information circular that Evergreen will prepare in respect of the meeting of shareholders to approve the transaction, which is expected to occur in the fourth quarter of 2022. The transaction is expected to close by the end of 2022.

    The arrangement agreement includes customary provisions, including non-solicitation of alternative transactions, a right to match superior proposals in favour of Maverick and fiduciary-out provisions. Evergreen has agreed to pay a termination fee of $2.5-million (U.S.) to Maverick upon the occurrence of certain termination events. Maverick has agreed to pay a termination fee of $2.5-million (U.S.) to Evergreen upon the occurrence of certain termination events.

    Certain directors and officers of Evergreen that are shareholders of Evergreen have entered into support agreements with Maverick pursuant to which they have agreed, among other things, to support the transaction and vote their Evergreen shares in favour of the arrangement. In total, shareholders holding approximately 78 per cent of the outstanding shares of Evergreen have entered into such support agreements.

    About Evergreen Gaming Corp.
  4. rando

    rando Member

    Mar 6, 2021
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    Does this have a ticker? TNA in the stock market is the 3X Bull ETF that tracks Russell 2000 performance.