SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2001
Commission file number 0-106-619
PINNACLE ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
95-3667491
(IRS Employer Identification No.)
330 North Brand Boulevard, Suite 1100, Glendale, California 91203
(Address of Principal Executive Offices) (Zip Code)
(818) 662-5900
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES [X] NO [_]
The number of outstanding shares of the registrant's common stock, as of the
close of business on August 7, 2001: 25,494,844.
PINNACLE ENTERTAINMENT, INC.
Table of Contents
Part I
Item 1. Financial information
Consolidated Statements of Operations for the three and six months ended
June 30, 2001 and 2000............................................................ 1
Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000................. 2
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2001 and 2000............................................................ 3
Condensed Notes to Consolidated Financial Statements.................................. 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements and Risk Factors........................................... 20
Factors Affecting Future Operating Results............................................ 20
Results of Operations................................................................. 22
Liquidity, Capital Resources and Other Factors Influencing Future Results............. 27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.............................. 28
Part II
Item 1. Legal Proceedings........................................................................ 28
Item 4. Submission of Matters to a Vote of Security Holders...................................... 29
Item 5. Other Information........................................................................ 30
Item 6. Exhibits and Reports on Form 8-K......................................................... 30
Other Financial Information.............................................................. 31
Signatures............................................................................... 32
Pinnacle Entertainment, Inc.
Consolidated Statements of Operations
For the three months For the six months
ended June 30, ended June 30,
--------------------- --------------------
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands, except per share data - unaudited)
Revenues:
Gaming $ 107,983 $126,329 $ 222,245 $253,540
Food and beverage 7,730 8,985 15,093 17,236
Hotel and recreational vehicle park 4,004 3,532 7,128 6,346
Truck stop and service station 5,672 5,307 9,934 9,383
Other income 6,214 6,449 11,210 14,609
Racing 0 3,309 0 9,452
--------- -------- --------- --------
131,603 153,911 265,610 310,566
--------- -------- --------- --------
Expenses:
Gaming 63,274 69,097 129,536 137,400
Food and beverage 9,822 9,843 19,315 19,020
Hotel and recreational vehicle park 2,206 1,564 4,872 3,104
Truck stop and service station 5,293 4,939 9,311 8,703
Racing 0 1,475 0 4,133
General and administrative 33,581 27,246 62,553 57,959
Depreciation and amortization 12,135 11,664 24,223 24,255
Other operating expenses 3,304 3,689 6,469 6,053
Pre-opening costs, Belterra Casino Resort 412 3,713 610 5,456
Gain on sale of assets (581) (35,587) (581) (59,441)
Terminated merger costs (464) 1,500 (464) 2,125
--------- -------- --------- --------
128,982 99,143 255,844 208,767
--------- -------- --------- --------
Operating income 2,621 54,768 9,766 101,799
Interest income (1,428) (3,183) (3,276) (6,372)
Interest expense, net of capitalized interest 12,311 14,262 24,618 30,331
--------- -------- --------- --------
(Loss) income before income taxes (8,262) 43,689 (11,576) 77,840
Income tax (benefit) expense (2,975) 17,457 (4,168) 29,696
--------- -------- --------- --------
Net (loss) income ($5,287) $ 26,232 ($7,408) $48,144
========= ======== ========= ========
===============================================================================================================
Net income per common share:
Net income - basic ($0.20) $ 1.00 ($0.28) $ 1.83
Net income - diluted ($0.20) $ 0.96 ($0.28) $ 1.76
Number of shares - basic 25,996 26,303 26,141 26,281
Number of shares - diluted 25,996 27,345 26,141 27,326
________
See accompanying condensed notes to the consolidated financial statements.
1
Pinnacle Entertainment, Inc.
Consolidated Balance Sheets
June 30, December 31,
2001 2000
------------ ------------
(unaudited)
Assets (in thousands, except share data)
Current Assets:
Cash and cash equivalents $146,875 $172,868
Receivables, net 15,163 19,007
Prepaid expenses and other assets 22,953 18,425
Assets held for sale 12,160 12,164
Current portion of notes receivable 1,073 2,393
-------- --------
Total current assets 198,224 224,857
Notes receivable 1,000 6,604
Net property, plant and equipment 597,701 593,718
Goodwill, net of amortization 69,841 71,263
Gaming licenses, net of amortization 37,659 38,934
Debt issuance costs, net of amortization 14,009 15,847
Other assets 10,382 10,252
-------- --------
$928,816 $961,475
======== ========
- ------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 12,992 $ 19,349
Accrued interest 17,164 17,997
Other accrued liabilities 22,895 31,594
Accrued compensation 15,549 16,668
Deferred income taxes 4,335 4,335
Current portion of notes payable 3,492 3,432
-------- --------
Total current liabilities 76,427 93,375
Notes payable, less current maturities 495,020 497,162
Deferred income taxes 9,762 9,762
Stockholders' Equity:
Capital stock --
Preferred - $1.00 par value, authorized 250,000 shares;
none issued and outstanding in 2001 and 2000 0 0
Common - $0.10 par value, authorized 40,000,000 shares;
26,046,744 and 26,434,302 shares issued and outstanding in 2001 and 2000 2,587 2,644
Capital in excess of par value 221,991 228,095
Retained earnings 123,029 130,437
-------- --------
Total stockholders' equity 347,607 361,176
-------- --------
$928,816 $961,475
======== ========
- ------
See accompanying condensed notes to the consolidated financial statements.
2
Pinnacle Entertainment, Inc.
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30
--------------------------------
2001 2000
---------- -----------
(in thousands - unaudited)
Cash flows from operating activities:
Net income (loss) ($ 7,408) $ 48,144
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation and amortization 24,223 24,255
Gain on sale of assets, net (581) (59,441)
Other changes that provided (used) cash:
Receivables, net 3,844 4,020
Prepaid expenses and other assets (4,508) (6,588)
Accounts payable (6,357) 627
Accrued interest (833) (1,516)
Other accrued liabilities (8,699) (809)
Accrued compensation (1,119) (1,482)
All other, net 1,764 (2,353)
--------- ---------
Net cash provided by operating activities 326 4,857
--------- ---------
Cash flows from investing activites:
Additions to property, plant and equipment (25,037) (105,833)
Capitalized interest included in property, plant and equipment (481) (2,943)
Receipts from sale of property, plant and equipment 87 76,528
Principal collected on notes receivable 7,563 567
Proceeds from short term investments 0 123,428
--------- ---------
Net cash (used in) provided by investing activities (17,868) 91,747
--------- ---------
Cash flows from financing activites:
Repurchase of common stock (6,849) 0
Payment on notes payable (2,082) (3,650)
Common stock options excercised 480 885
--------- ---------
Net cash used in financing activities (8,451) (2,765)
--------- ---------
(Decrease) Increase in cash and cash equivalents (25,993) 93,839
Cash and cash equivalents at beginning of the period 172,868 123,362
--------- ---------
Cash and cash equivalents at the end of the period $ 146,875 $ 217,201
========= =========
____________
See accompanying condensed notes to consolidated financial statements.
3
PINNACLE ENTERTAINMENT, INC.
Condensed Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
General Pinnacle Entertainment, Inc. (the "Company" or "Pinnacle
Entertainment") is a diversified gaming company that owns and operates seven
casinos (four with hotels) in Indiana, Nevada, Mississippi, Louisiana and
Argentina. Pinnacle Entertainment owns and operates through a subsidiary, the
Belterra Casino Resort, a hotel and cruising riverboat casino resort in
Switzerland County, Indiana, in which the Company owned a 97% interest, until
August 2001, at which time the remaining 3% held by a non-voting local partner
was purchased by the Company (see Note 2). The Company also owns and operates,
through its Boomtown, Inc. ("Boomtown") subsidiary, land-based gaming operations
in Verdi, Nevada ("Boomtown Reno") and dockside riverboat gaming operations in
Harvey, Louisiana ("Boomtown New Orleans"). On April 1, 2001, legislation became
effective in Louisiana that requires cruising riverboat casinos in Southern
Louisiana, including the Company's Boomtown New Orleans operations, to remain
dockside at all times (see Note 3). The Company also owns and operates, through
its Casino Magic Corp. ("Casino Magic") subsidiary, dockside gaming operations
in Biloxi, Mississippi ("Casino Magic Biloxi"); dockside riverboat gaming
operations in Bossier City, Louisiana ("Casino Magic Bossier City"); and two
land-based casinos in Argentina ("Casino Magic Argentina"). Pinnacle
Entertainment receives lease income from two card clubs - the Hollywood Park-
Casino and Crystal Park Hotel and Casino. The Hollywood Park-Casino is leased
from Churchill Downs California Company ("Churchill Downs"), a wholly-owned
subsidiary of Churchill Downs Incorporated, and subleased to an unaffiliated
third party operator. The Crystal Park Hotel and Casino ("Crystal Park") is
owned by the Company and is leased to the same card club operator that leases
and operates the Hollywood Park-Casino.
Prior to August 8, 2000, the Company owned and operated dockside gaming
facilities in Biloxi, Mississippi ("Boomtown Biloxi") and in Bay St. Louis,
Mississippi ("Casino Magic Bay St. Louis"). On August 8, 2000, the Company
completed the sale of these facilities to subsidiaries of Penn National Gaming,
Inc. (see Note 7). Prior to June 13, 2000, the Company owned and operated Turf
Paradise, Inc. ("Turf Paradise"), a horse racing facility in Phoenix, Arizona.
On June 13, 2000, the Company completed the sale of Turf Paradise to a company
owned by a private investor (see Note 7).
The financial information included herein has been prepared in conformity with
U.S. generally accepted accounting principles as reflected in the Company's
consolidated Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission, for the year ended December 31, 2000. This Quarterly Report
on Form 10-Q does not include certain footnotes and financial presentations
normally presented annually and should be read in conjunction with the Company's
2000 Annual Report on Form 10-K.
The information furnished herein is unaudited; however, in the opinion of
management, it reflects all normal and recurring adjustments necessary to
present a fair statement of the financial results for the interim periods. It
should be understood that accounting measurements at interim dates inherently
involve greater reliance on estimates than at year-end.
Principles of Consolidation The consolidated financial statements include the
accounts of Pinnacle Entertainment and its subsidiaries. All significant
inter-company accounts and transactions have been eliminated. The Company's
significant subsidiaries include Belterra Casino Resort, Boomtown, Inc. (and its
Boomtown casinos) and Casino Magic Corp. (and its Casino Magic casinos).
Gaming Licenses In 1994, Casino Magic acquired a twelve-year concession
agreement to operate two casinos in Argentina, and capitalized the costs related
to obtaining the concession agreement. Such costs are being amortized, based on
the straight-line method, over the life of the concession agreement. The
exclusive concession contract with the Province of Neuquen, Argentina was
originally scheduled to expire in December 2006, however in August 2001, the
Company and the Province entered into an agreement whereby the concession
contract will be extended
4
for an additional fifteen years if Casino Magic Argentina invests in the
development of a new casino facility and related amenities.
In 1996, Casino Magic acquired a Louisiana gaming license to conduct the gaming
operations of Casino Magic Bossier City. Casino Magic allocated a portion of the
purchase price to the gaming license and is amortizing the cost, based on the
straight-line method, over twenty-five years. Accumulated amortization as of
June 30, 2001 and December 31, 2000 was $7,622,000 and $6,821,000, respectively.
Amortization expense was $400,000 for both the three months ended June 30, 2001
and 2000, and was $801,000 for both the six months ended June 30, 2001 and 2000.
Amortization of Debt Issuance Costs Debt issuance costs incurred in connection
with long-term debt and bank financing are capitalized and amortized, based on
the straight-line method which approximates the effective interest method, to
interest expense during the period the debt or loan commitments are outstanding.
Accumulated amortization as of June 30, 2001 and December 31, 2000 was
$10,805,000 and $8,967,000, respectively. During the twelve months ended
December 31, 2000, the Company wrote off $2,429,000 of unamortized debt issuance
costs associated with the Casino Magic 13% Notes in connection with the
redemption of such notes (see Note 11).
Amortization of debt issuance costs included in interest expense was $919,000
and $659,000 for the three months ended June 30, 2001 and 2000, respectively,
and $1,838,000 and $1,311,000 for the six months ended June 30, 2001 and 2000,
respectively.
Goodwill Goodwill consists of the excess of the acquisition cost over the fair
value of the net assets acquired in business combinations and is being amortized
on a straight-line basis over 40 years. Accumulated amortization as of June 30,
2001 and December 31, 2000 was $12,439,000 and $11,017,000, respectively. In
August 2000, in connection with the sale of the two casinos in Mississippi (see
Note 7), the Company wrote off approximately $13,128,000 of unamortized goodwill
associated with these properties.
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141 "Business Combinations" ("SFAS No. 141")
and No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142") which are
effective July 1, 2001 and January 1, 2002, respectively, for the Company. SFAS
141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. With the adoption of SFAS No. 142 on
January 1, 2002 (earlier adoption is not permitted), goodwill will no longer be
amortized over its estimated useful life. Rather, goodwill will be subject to at
least an annual assessment for impairment by applying a fair-value-based-test.
The Company is in the process of evaluating the financial statement impact of
adoption of SFAS No. 142. Any transition related impairment charge as of January
1, 2002 will be classified as a cumulative effect of a change in accounting
principle. In addition, under the new rules, any future acquired intangible
asset will be separately recognized if the benefit of the intangible is obtained
through contractual or other legal rights, or if the intangible asset can be
sold, transferred, licensed, rented, or exchanged, regardless of the acquirer's
intent to do so. Intangible assets with definitive lives will be amortized over
their useful lives.
Goodwill amortization expense was $712,000 and $804,000 for the three months
ended June 30, 2001 and 2000, respectively, and $1,422,000 and $1,605,000 for
the six months ended June 30, 2001 and 2000, respectively.
Gaming Revenues and Promotional Allowances Gaming revenues at the Belterra,
Boomtown and Casino Magic properties consist of the difference between gaming
wins and losses. Revenues in the accompanying statements of operations exclude
the retail value of food and beverage, hotel rooms and other items provided to
patrons on a complimentary basis. The estimated cost of providing these
promotional allowances (which is included in gaming expenses) was $11,888,000
and $11,805,000 for the three months ended June 30, 2001 and 2000, respectively
and $24,986,000 and $23,311,000 for the six months ended June 30, 2001 and 2000,
respectively.
5
Use of Estimates The preparation of consolidated financial statements in
conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect (i) the reported
amounts of assets and liabilities, (ii) the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and (iii) the
reported amounts of revenues and expenses during the reporting period. The
Company uses estimates in evaluating the recoverability of property, plant and
equipment, deferred tax assets, other long-term assets, reserves associated with
asset sales, and in determining litigation reserves and other obligations.
Actual results could differ from those estimates.
Property, Plant and Equipment Additions to property, plant and equipment are
recorded at cost and projects in excess of $10,000,000 include interest on funds
borrowed to finance construction. Capitalized interest was $256,000 and
$2,166,000 for the three months ended June 30, 2001 and 2000, respectively, and
$481,000 and $2,943,000 for the six months ended June 30, 2001 and 2000,
respectively, attributed to the Belterra casino, hotel and golf course.
Cash and Cash Equivalents Cash and cash equivalents consist of cash,
certificates of deposit and short-term investments with original maturities of
90 days or less. There was no restricted cash at June 30, 2001 and December 31,
2000.
Long-lived Assets The Company periodically reviews the propriety of the
carrying amount of long-lived assets and the related intangible assets as well
as the related amortization period to determine whether current events or
circumstances warrant adjustments to the carrying value and/or to the estimates
of useful lives. This evaluation consists of comparing asset carrying values to
the Company's projection of the undiscounted cash flows over the remaining lives
of the assets, in accordance with Statement of Financial Accounting Standards
No. 121 Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to Be Disposed Of ("SFAS No. 121"). Based on its review, the Company
believes that, as of June 30, 2001, there were no significant impairments of its
long-lived assets or related intangible assets.
Pre-opening Costs The Company's policy has been to expense pre-opening costs as
incurred. In April 1998, Statement of Position 98-5 Reporting on the Costs of
Start-Up Activities was issued and was effective for years beginning after
December 15, 1998. Statement of Position 98-5 required that start-up activities
and organization costs be expensed as incurred.
Derivative Instruments and Hedging Activities In June 1998, Statement of
Financial Accounting Standards No. 133 Accounting for Derivative Instruments and
Hedging Activities ("SFAS No. 133") was issued. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
In June 1999, Statement of Financial Accounting Standards No. 137 Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133 ("SFAS No. 137") was issued. SFAS No. 133, as amended
by SFAS No. 137, is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. The Company did not have any derivative or hedging
instruments as of June 30, 2001 and December 31, 2000.
Accounting for Customer "Cash-back" Loyalty Programs In January 2001, the
Emerging Issues Task Force ("EITF") reached consensus on Issue 3 addressed in
Issue No. 00-22 Accounting for "Points" and Certain Other Time-Based Sales
Incentive Offers, and Offers for Free Products or Services to Be Delivered in
the Future. This EITF pronouncement requires that the cost of the cash back
component of the Company's customer loyalty programs be treated as a reduction
in revenues. The Company rewards customers with cash, based upon their level of
play on certain casino games (primarily slot machines). These costs were
previously recorded as a casino expense. The consensus reached on Issue 3 is
effective beginning in fiscal quarters ending after February 15, 2001 and was
adopted by the Company in the quarter ended March 31, 2001. In connection with
the adoption of Issue 3, the Company reclassified (i.e., reduced gaming revenue
and gaming expense) the cash back component of its customer loyalty programs in
the amount of $4,993,000 and $9,881,000 related to the three and six months
ended June 30, 2000 to be consistent with the three and six months ended June
30, 2001.
6
Earnings per Share Basic earnings per share are based on net income less
preferred stock dividend requirements divided by the weighted average common
shares outstanding during the period. Diluted earnings per share assume exercise
of in-the-money stock options outstanding at the beginning of the year or date
of the issuance, unless they are antidilutive.
Reclassifications Certain reclassifications have been made to the 2000 amounts
to be consistent with the 2001 financial statement presentation.
Note 2 - Belterra Casino Resort and subsequent event
Prior to August 2001, the Company owned a 97% interest in the Belterra Casino
Resort, which opened in October 2000, with the remaining 3% held by a non-voting
local partner. In November 2000, the Company entered into an agreement with the
local partner whereby the local partner had the right to require the Company to
purchase, for a purchase price determined in accordance with the agreement, its
entire ownership interest in the Belterra Casino Resort at any time on or after
January 1, 2001. A $100,000 deposit toward such ultimate purchase price was made
by the Company to the partner at that time. The agreement also provided that the
Company had the option to require the local partner to sell to the Company, for
a purchase price determined in accordance with the agreement, his ownership
interest in the Belterra Casino Resort. In July 2001, the local partner
exercised the right to require the Company to purchase the remaining 3%
ownership held by the partner for approximately $1.6 million as was calculated
in accordance with the Agreement. In August 2001, the remaining payment of
approximately $1.5 million was made to the partner and the Belterra Casino
Resort is now wholly owned by the Company.
Note 3 - Louisiana Dockside Gaming Legislation
In March 2001, the governor of Louisiana called a special session of the state
legislature (the "2001 Special Session") to address new gaming legislation. In
the 2001 Special Session, a law was passed requiring riverboat casinos to remain
dockside at all times and increasing the gaming taxes paid to the state of
Louisiana from 18.5% to 21.5% of net gaming proceeds effective April 1, 2001 for
the nine riverboats in the southern region of the state, including the Company's
Boomtown New Orleans property. The gaming tax increase to 21.5% of net gaming
proceeds will be phased in over an approximately two-year period for the
riverboats operating in parishes bordering the Red River, including the
Company's Casino Magic Bossier City property.
Note 4 - Expansion and Development
Boomtown New Orleans As discussed in Note 3, effective April 1, 2001, the
Company's Boomtown New Orleans riverboat casino is required to remain dockside
at all times. In preparation for the anticipated increase in casino customers,
the Company renovated the third floor of its dockside riverboat casino during
the second quarter of 2001, including adding 325 slot machines (while still
conforming to the state of Louisiana's 30,000 square foot gaming limitation). In
addition, during the quarter, the Company began renovations and improvements of
its land-based facility, which are expected to be completed in the third quarter
of 2001. The Company anticipates spending between $9,000,000 to $10,000,000 in
connection with the renovation of the facility and purchase of gaming equipment.
Casino Magic Bossier City In April 2001, in response to increased competition
in the Bossier City/ Shreveport gaming market and increased gaming taxes (see
Note 3), the Board of Directors of the Company approved the expansion and
renovation of the Casino Magic Bossier City facility, including the replacement
of the existing dockside riverboat casino with a new, larger and more luxurious
dockside riverboat casino, the construction of a new 300-room hotel tower
adjacent to the new dockside riverboat casino and the renovation and upgrade of
other land-based amenities. In April 2001, the Company estimated the cost of
this expansion and renovation to be approximately $115,000,000. Based upon the
continued competitive market and the slower than anticipated growth of the
Bossier City/ Shreveport gaming market, the Company is evaluating phasing in
7
this expansion and renovation over a longer period of time than previously
reported and also reducing the scope and cost of the project. In addition, the
bank credit agreement which was amended in July 2001 limits additional spending
at the Bossier City Facility to $5 million for the first phase of this project
(see note 11).
Lake Charles In November 1999, the Company filed an application for the
fifteenth and final gaming license to be issued by the Louisiana Gaming Control
Board. In July 2000, the Company was one of three groups that presented their
proposed projects to the Louisiana Gaming Control Board. The Company's
application is seeking the approval to construct and operate a dockside
riverboat casino, hotel and golf course resort complex in Lake Charles,
Louisiana (the Company amended the original application to reflect dockside
legislation recently enacted in Louisiana - see Note 3). The Louisiana Gaming
Control Board has not awarded such license and there is no assurance such
license will be issued to the Company or to any other applicant. At the July
2000 meeting, the Louisiana Gaming Control Board indicated that another meeting
to address the applications for the license would be held at such time as the
Louisiana State Police shall have completed its suitability investigations of
the applicants. The Louisiana State Police is in the process of completing its
investigations, with a report to the Louisiana Gaming Control Board expected
after such completion.
In connection with the application, Pinnacle Entertainment entered into an
option agreement with the Lake Charles Harbor and Terminal District (the
"District") to lease 225 acres of unimproved land from the District upon which
such resort complex would be constructed. The initial lease option was for a
six-month period ending January 2000, with three six-month renewal options (all
of which have been exercised), at a cost of $62,500 per six-month renewal
option. As of June 30, 2001, the District agreed to extend the option period for
one additional six-month term at a cost of $62,500 for such additional period.
These lease option payments are expensed over the option periods. If the lease
option were exercised, the annual rental payment would be $815,000, with a
maximum annual increase of 5%. The term of the lease would be for a total of up
to 70 years, with an initial term of 10 years and six consecutive renewal
options of 10 years each. The lease would require the Company to develop certain
on- and off-site improvements at the location. If awarded the license by the
Louisiana Gaming Control Board, the Company anticipates building a resort
similar in design and scope to the Belterra Casino Resort and incorporating the
benefits of dockside gaming legislation recently enacted in Louisiana (see Note
3). All costs incurred by the Company related to obtaining this license have
been expensed as incurred.
Note 5 - Stock Buyback
In August 1998, the Company announced its intention to repurchase and retire up
to 20%, or approximately 5,256,000 shares, of its then issued and outstanding
common stock on the open market or in negotiated transactions. In February 2001,
the Company announced its intention to continue to make purchases under this
program. During the six months ended June 30, 2001, the Company had repurchased
680,900 shares at a cost of approximately $6.8 million. As of August 7, 2001,
the Company had repurchased approximately 1,551,900 shares at a total cost of
approximately $14,991,000 in connection with this program. Under the Company's
most restrictive debt covenants, approximately $3.5 million is currently
available to continue the stock buyback program (see Note 11).
Note 6 - HP Yakama
In 1998, the Company, through its wholly owned subsidiary HP Yakama, Inc. ("HP
Yakama"), loaned approximately $9,618,000 to the Tribal Gaming Corporation (the
"Tribal Corporation") to construct the Legends Casino in Yakima, Washington. The
Tribal Corporation gave HP Yakama a promissory note for the $9,618,000, payable
in 84 equal monthly installments at a 10% rate of interest.
Pursuant to a seven year Master Lease between HP Yakama and the Confederated
Tribes and Banks of the Yakama Indian Nation (the "Tribes"), HP Yakama must pay
the Tribes monthly rent of $1,000. HP Yakama and the Tribal Corporation
concurrently entered into a corresponding seven-year Sublease, under which the
Tribal Corporation owes rent to HP Yakama. Such rent under the Sublease was
initially set at 28% of Net Revenues (as defined in the relevant agreements),
and decreases to 22% over the seven-year term of the lease.
8
In June 2001, the Company received an early pay-off of the promissory note
(which amount was approximately $6,300,000 at such time) and payment for the
early termination of the Master Lease and Sublease for a cumulative amount of
approximately $8,490,000. After deducting for cash participation receivables
through June 30, 2001, and certain closing costs, the Company's pre-tax gain
from the transaction (which was recorded in the second quarter of 2001) was
approximately $639,000. Effective with this early termination of the promissory
note and related lease agreement, the Company will no longer receive interest
income nor cash participation income for the sublease agreement.
Note 7 - Assets Sold
Casino Sales On August 8, 2000, the Company completed the sale of two of its
casinos in Mississippi, Casino Magic Bay St. Louis and Boomtown Biloxi, to
subsidiaries of Penn National Gaming, Inc. ("Penn National") for $195,000,000 in
cash. Subsidiaries of Penn National purchased all of the operating assets and
assumed certain liabilities of the Casino Magic Bay St. Louis and Boomtown
Biloxi properties, including 590 acres of land at Casino Magic Bay St. Louis and
leasehold rights at Boomtown Biloxi. Goodwill, net of accumulated amortization
of $13,128,000, was written off in connection with the casino sales. The
after-tax gain from these sales (which was recorded in the third quarter of
2000) was approximately $35,538,000.
Due to the sale of Casino Magic Bay St. Louis and Boomtown Biloxi in August
2000, there are no results of operations for the three or six months ended June
30, 2001 for these facilities. The condensed results of operations before income
taxes for Casino Magic Bay St. Louis and Boomtown Biloxi for the three and six
months ended June 30, 2000 were:
Three months ended Six months ended
June 30, 2000 June 30, 2000
------------- -------------
Revenues (a) $ 37,873 $ 77,882
Expenses 30,577 63,163
------------- -------------
Operating income 7,296 14,719
Interest expense, net of interest income 37 82
------------- -------------
Income before income taxes $ 7,259 $ 14,637
============= =============
(a) Revenues for the three and six months ended June 30, 2000 include proceeds
from the settlement of a business Interruption claim of approximately
$1,204,000 related to hurricane damage and casino closure in September
1998.
Turf Paradise Sale On June 13, 2000, the Company completed the sale of Turf
Paradise, including all 275 acres at the Phoenix, Arizona horse racing facility,
to a company owned by a private investor for $53,000,000 in cash. The after-tax
gain from this sale (which was recorded in the second quarter of 2000) was
approximately $21,262,000.
Due to the sale of Turf Paradise in June 2000, there are no results of
operations for the three and six months ended June 30, 2001 for this facility.
The condensed results of operations before income taxes for Turf Paradise from
April 1, 2000 to June 13, 2000 and from January 1, 2000 to June 13, 2000 were:
74 days ended 165 days ended
June 13, 2000 June 13, 2000
------------- -------------
Revenues $ 3,722 $ 10,665
Expenses 2,978 7,628
------------- -------------
Operating income 744 3,037
Interest expense, net of interest income (22) (49)
------------- -------------
Income before income taxes $ 766 $ 3,086
============= =============
9
Land Sale On March 24, 2000, the Company announced it had completed the sale of
approximately 42 acres of surplus land in Inglewood, California to Home Depot,
Inc. for $24,200,000 in cash. The after-tax gain from this sale (which was
recorded in the first quarter of 2000) was approximately $15,322,000.
Note 8 - Assets Held For Sale
Assets held for sale of $12,160,000 and $12,164,000 as of June 30, 2001 and
December 31, 2000, respectively, consist of 97 acres of surplus land in
Inglewood, California. In April 2000, the Company announced it had entered into
an agreement with Casden Properties Inc. for the sale of the 97 acres for
$63,050,000 in cash. On April 18, 2001, the Company announced that Casden
Properties Inc. had elected to terminate the agreement. The Company continues to
market the property to prospective buyers.
Note 9 - Terminated Merger Agreement
On April 17, 2000, the Company entered into a definitive agreement with PH
Casino Resorts ("PHCR"), a newly formed subsidiary of Harveys Casino Resorts,
and Pinnacle Acquisition Corporation ("Pinnacle Acq Corp"), a newly formed
subsidiary of PHCR, pursuant to which PHCR would have acquired by merger (the
"Merger") all of the outstanding capital stock of Pinnacle Entertainment (the
"Merger Agreement"). Consummation of the Merger was subject to numerous
conditions, including PHCR obtaining the necessary financing for the transaction
and regulatory approvals.
On January 23, 2001, the Company announced that it had been notified by PHCR
that PHCR did not intend to further extend the outside closing date (previously
extended to January 31, 2001) of the Merger. Since all of the conditions to
consummation of the Merger would not be met by such date, the Company, PHCR and
Pinnacle Acq Corp mutually agreed that the Merger Agreement would be terminated.
Note 10 - Property, Plant and Equipment
Property, plant and equipment held at June 30, 2001 and December 31, 2000
consisted of the following:
June 30, December 31,
2001 (a) 2000 (a)
------------ ------------
(unaudited)
(in thousands)
Land and land improvements $102,907 $ 96,249
Buildings 355,764 353,902
Equipment 189,241 183,523
Vessel and barges 109,236 105,829
Construction in progress 8,672 2,404
------------ ------------
765,820 741,907
Less accumulated depreciation 168,119 148,189
------------ ------------
$597,701 $593,718
============ ============
(a) Excludes $12,160,000 and $12,164,000 of assets as of June 30, 2001
and December 31, 2000, respectively, related to assets classified as
held for sale (see Note 8).
10
Note 11 - Secured and Unsecured Notes Payable
Notes payable at June 30, 2001 and December 31, 2000 consisted of the following:
June 30, December 31,
2001 2000
----------- ---------------
(unaudited)
(in thousands)
Secured notes payable, Bank Credit Facility $ 0 $ 0
Unsecured 9.25% Notes 350,000 350,000
Unsecured 9.5% Notes 125,000 125,000
Hollywood Park-Casino debt obligation 19,809 20,745
Other secured notes payable 2,849 3,259
Other unsecured notes payable 854 1,590
---------- -------------
498,512 500,594
Less current maturities 3,492 3,432
---------- -------------
$495,020 $497,162
========== =============
Secured Notes Payable, Bank Credit Facility Under the terms of the 1998 bank
credit facility with a syndicate of banks, expiring in 2003 (the "Credit
Facility"), the Company chose in May of 1999 to reduce the amount available
under the facility from $300,000,000 to $200,000,000. Effective April 2, 2001
and July 2, 2001, the commitment amount of the Credit Facility was reduced by
$10,000,000 on each such date, such that, in connection with the scheduled
commitment reductions, the commitment balance is currently at $180,000,000.
Remaining scheduled commitment reductions are $10,000,000 on each of September
30 and December 31, 2001, and March 31, June 30, September 30 and December 31,
2002, with the commitment reduction amount increasing to $16,667,000 on each
March 31, June 30 and September 30, 2003. The Credit Facility also provides for
letters of credit up to $30,000,000 and swing line loans of up to $10,000,000.
As of June 30, 2001 and December 31, 2000, the Company had no outstanding
borrowings under the Credit Facility. The Credit Facility has remained unused
since February 1999.
Interest rates on borrowings under the Credit Facility are determined by adding
a margin, which is based upon the Company's debt to cash flow ratio (as defined
in the Credit Facility), to either the LIBOR rate or Prime Rate (at the
Company's option). The Company also pays a quarterly commitment fee on the
unused balance of the Credit Facility. The Credit Facility allows for interest
rate swap agreements or other interest rate protection agreements. Presently,
the Company does not use such financial instruments.
On July 24, 2001, the Company and the bank syndicate executed Amendment No. 5,
which, among other things, (i) amended various financial covenant ratios to be
more consistent with the current operations (therefore reflective of the
operations sold in 1999 and 2000, as well as the opening of the Belterra Casino
Resort in October 2000), and (ii) allowed for the necessary capital spending for
the Lake Charles opportunity (see Note 4) and other capital projects in process
at July 24, 2001 and normal maintenance capital expenditures of approximately
$20 million each year. An additional amendment to the Bank Credit Facility will
be necessary to obtain approval from the Bank syndicate for other capital
projects, including expansion at Casino Magic Bossier in excess of $5 million.
Costs associated with this Amendment No. 5 will be deferred and amortized over
the remaining life of the bank credit facility.
Unsecured 9.25% and 9.5% Notes In February of 1999, the Company issued
$350,000,000 of 9.25% Senior Subordinated Notes due 2007 (the "9.25% Notes"),
the proceeds from which were used to pay the outstanding borrowings on the
Credit Facility, to fund current capital expenditures, and for other general
corporate purposes.
11
In August of 1997, the Company issued $125,000,000 of 9.5% Senior Subordinated
Notes due 2007 (the "9.5% Notes"). On January 29, 1999, the Company received the
required number of consents to modify selected covenants associated with the
9.5% Notes. Among other things, the modifications lowered the required minimum
consolidated coverage ratio for debt assumption and increased the size of
allowed borrowings under the Credit Facility. The Company paid a consent fee of
$50 per $1,000 principal amount of the 9.5% Notes which, combined with other
transactional expenses, is being amortized over the remaining term of the 9.5%
Notes.
The 9.25% and 9.5% Notes are redeemable, at the option of the Company, in whole
or in part, on the following dates, at the following premium-to-face values:
9.25% Notes redeemable: 9.5% Notes edeemable:
-------------------------------------- ----------------------------------
after February 14, at a premium of after July 31, at a premium of
-------------------------------------- ----------------------------------
2003 104.625% 2002 104.750%
2004 103.083% 2003 102.375%
2005 101.542% 2004 101.188%
2006 100.000% 2005 100.000%
2007 maturity 2006 100.000%
2007 maturity
Both the 9.25% and the 9.5% Notes are unsecured obligations of the Company,
guaranteed by all material restricted subsidiaries of the Company, as defined in
the indentures. The subsidiaries which do not guaranty the debt include certain
Casino Magic subsidiaries, principally the Casino Magic Argentina subsidiaries.
The indentures governing the 9.25% and 9.5% Notes, as well as the Credit
Facility, contain certain covenants limiting the ability of the Company and its
restricted subsidiaries to incur additional indebtedness, issue preferred stock,
pay dividends or make certain distributions, repurchase equity interests or
subordinated indebtedness (including the Company's common stock - see Note 5),
create certain liens, enter into certain transactions with affiliates, sell
assets, issue or sell equity interests in its subsidiaries, or enter into
certain mergers and consolidations.
Redemption of Casino Magic 13% Notes and Extraordinary Item In August of 1996,
Casino Magic of Louisiana, Corp. ("Casino Magic of Louisiana") issued
$115,000,000 of 13% First Mortgage Notes due 2003 (the "Casino Magic 13%
Notes"), with contingent interest equal to 5% of Casino Magic Bossier City's
adjusted consolidated cash flows (as defined by the indenture).
On August 15, 2000, the Company redeemed all $112,875,000 in aggregate principal
amount of its then outstanding Casino Magic 13% Notes at the redemption price of
106.5%. Upon deposit of principal, premium and accrued interest for such
redemption, Casino Magic of Louisiana satisfied all conditions required to
discharge its obligations under the indenture. In connection with the
redemption, in August 2000, the Company recorded an extraordinary loss of
$2,653,000, net of federal and state income taxes, or $0.10 per basic and
diluted share. The extraordinary loss represents the payment of the redemption
premium and the write-off of deferred finance and premium costs, net of the
related federal and state income tax benefit of $1,493,000. Following the
redemption, Casino Magic of Louisiana became a guarantor of the Credit Facility,
the 9.25% Notes and the 9.5% Notes.
Hollywood Park-Casino Debt Obligation In connection with the disposition of the
Hollywood Park-Casino to Churchill Downs in September 1999, the Company recorded
a long-term lease obligation of $23,000,000. Annual lease payments to Churchill
Downs of $3,000,000 are applied as a reduction of principal and interest
expense. The debt obligation is being amortized, based on a mortgage interest
method, over 10 years (the initial lease term with Churchill Downs).
12
Note 12 - Litigation
Poulos Lawsuit A class action lawsuit was filed on April 26, 1994, in the United
- --------------
States District Court, Middle District of Florida (the "Poulos Lawsuit"), naming
as defendants 41 manufacturers, distributors and casino operators of video poker
and electronic slot machines, including Casino Magic. The lawsuit alleges that
the defendants have engaged in a course of fraudulent and misleading conduct
intended to induce people to play such games based on false beliefs concerning
the operation of the gaming machines and the extent to which there is an
opportunity to win. The suit alleges violations of the Racketeer Influenced and
Corrupt Organization Act ("RICO"), as well as claims of common law fraud, unjust
enrichment and negligent misrepresentation, and seeks damages in excess of $6
billion. On May 10, 1994, a second class action lawsuit was filed in the United
States District Court, Middle District of Florida (the "Ahern Lawsuit"), naming
as defendants the same defendants who were named in the Poulos Lawsuit and
adding as defendants the owners of certain casino operations in Puerto Rico and
the Bahamas, who were not named as defendants in the Poulos Lawsuit. The claims
in the Ahern Lawsuit are identical to the claims in the Poulos Lawsuit. Because
of the similarity of parties and claims, the Poulos Lawsuit and Ahern Lawsuit
were consolidated into one case file (the "Poulos/Ahern Lawsuit") in the United
States District Court, Middle District of Florida. On December 9, 1994 a motion
by the defendants for change of venue was granted, transferring the case to the
United States District Court for the District of Nevada, in Las Vegas. In an
order dated April 17, 1996, the court granted motions to dismiss filed by Casino
Magic and other defendants and dismissed the Complaint without prejudice. The
plaintiffs then filed an amended Complaint on May 31, 1996 seeking damages
against Casino Magic and other defendants in excess of $1 billion and punitive
damages for violations of RICO and for state common law claims for fraud, unjust
enrichment and negligent misrepresentation.
At a December 13, 1996 status conference, the Poulos/Ahern Lawsuit was
consolidated with two other class action lawsuits (one on behalf of a smaller,
more defined class of plaintiffs and one against additional defendants)
involving allegations substantially identical to those in the Poulos/Ahern
Lawsuit (collectively, the "Consolidated Lawsuits") and all pending motions in
the Consolidated Lawsuits were deemed withdrawn without prejudice. The
plaintiffs in the Consolidated Lawsuits filed a consolidated amended complaint
on February 14, 1997, which the defendants moved to dismiss. On December 19,
1997, the court granted the defendants' motion to dismiss certain allegations in
the RICO claim, but denied the motion as to the remainder of such claim; granted
the defendants' motion to strike certain parts of the consolidated amended
complaint; denied the defendants' remaining motions to dismiss and to stay or
abstain; and permitted the plaintiffs to substitute one of the class
representatives. On January 9, 1998, the plaintiffs filed a second consolidated
amended complaint containing claims nearly identical to those in the previously
dismissed complaints. The defendants answered, denying the substantive
allegations of the second consolidated amended complaint. On March 19, 1998, the
magistrate judge granted the defendants' motion to bifurcate discovery into
"class" and "merits" phases. "Class" discovery was completed on July 17, 1998.
The magistrate judge recommended denial of the plaintiffs' motion to compel
further discovery from the defendants, and the court affirmed in part. "Merits"
discovery is stayed until the court decides the motion for class certification
filed by the plaintiffs on March 18, 1998, which motion the defendants opposed.
In January 2001, the plaintiffs filed a supplement to their Motion for Class
Certification. On March 29, 2001, defendants filed their response to plaintiffs'
supplement to motion for class certification. The hearing on plaintiffs' Motion
for Class Certification has been set for November 9, 2001.
The claims are not covered under the Company's insurance policies. While the
Company cannot predict the outcome of this litigation, management believes that
the claims are without merit and does not expect that the lawsuit will have a
materially adverse effect on the financial condition or results of operations of
the Company.
Casino America Litigation On or about September 6, 1996, Casino America, Inc.
- -------------------------
commenced litigation in the Chancery Court of Harrison County, Mississippi,
Second Judicial District, against Casino Magic Corp., and James Edward Ernst,
its then Chief Executive Officer. In the complaint, as amended, the plaintiff
claims, among other things, that the defendants (i) breached the terms of an
agreement they had with the plaintiff; (ii) tortiously interfered with certain
of the plaintiff's contracts and business relations; and (iii) breached
covenants of good faith and fair dealing they allegedly owed to the plaintiff,
and seeks compensatory damages in an
13
amount to be proven at trial as well as punitive damages. On or about October 8,
1996, the defendants interposed an answer, denying the allegations contained in
the Complaint. On June 26, 1998, defendants filed a motion for summary judgment,
as well as a motion for partial summary judgment on damages issues. Thereafter,
the plaintiff, in July of 1998, filed a motion to reopen discovery. The court
granted the plaintiff's motion, in part, allowing the parties to conduct
additional limited discovery. The motion for summary judgment and partial
summary judgment are pending. On November 30, 1999, the matter was transferred
to the Circuit Court for the Second Judicial District for Harrison County,
Mississippi. A trial date has been set for October 2001. The Company's insurer
has essentially denied coverage of the claim against Mr. Ernst under the
Company's directors and officer's insurance policy, but has reserved its right
to review the matter as to tortious interference at or following trial. The
Company believes that the insurer should not be permitted to deny coverage,
although no assurances can be given that the insurer will change its position.
While the Company cannot predict the outcome of this action, management believes
the lawsuit will not have a material adverse effect on the financial condition
or results of operations of the Company, and intends to vigorously defend this
action.
Bus Litigation On May 9, 1999, a bus owned and operated by Custom Bus Charters,
- --------------
Inc. was involved in an accident in New Orleans, Louisiana while en route to
Casino Magic in Bay St. Louis, Mississippi. To date, multiple deaths and
numerous injuries are attributed to this accident and the Company's
subsidiaries, Casino Magic Corp. and / or Mardi Gras Casino Corp., together with
several other defendants (including the State of Louisiana, the manufacturer of
the bus and the doctor who treated the driver of the bus and released him to
return to work), have been named in fifty-four (54) lawsuits, each seeking
unspecified damages due to the deaths and injuries sustained in this accident.
Most of the cases filed in the Louisiana state courts were removed and
consolidated with the cases which were filed and are pending in the United
States District Court for the Eastern District of Louisiana. Casino Magic has
denied liability in the cases. The federal district court entered a case
management/scheduling order which fixes pretrial scheduling deadlines and
preliminary trial dates have been set for the fall of 2001. The proceedings are
in the stages of discovery. While the Company cannot predict the outcome of the
litigation, the Company believes Casino Magic is not liable for any damages
arising from this accident and the Company, together with its applicable
insurers, intend to vigorously defend these actions.
Skrmetta Lawsuit A suit was filed on August 14, 1998 in the Circuit Court of
- ----------------
Harrison County, Mississippi by the ground lessor of property underlying the
Boomtown Biloxi land based improvements in Biloxi, Mississippi (the "Project").
The lawsuit alleges that the plaintiff agreed to exchange the first two years'
ground rentals for an equity position in the Project based upon defendants'
purported assurances that a hotel would be constructed as a component of the
Project. Plaintiff seeks recovery in excess of $4,000,000 plus punitive damages.
At trial of the matter in March 2000, the judge granted the Company's motion to
dismiss the case. On April 26, 2000, plaintiff appealed the court's dismissal to
the Mississippi Supreme Court. The claim is not covered under the Company's
insurance policies. While the Company cannot predict the outcome of this
lawsuit, management does not expect that the lawsuit will have a materially
adverse effect on the financial condition or results of operations of the
Company.
Purported Class Action Lawsuits On March 14, 2000, Harbor Finance Partners filed
- -------------------------------
a purported class action lawsuit in the Chancery Court of the State of Delaware
against the Company and each of its directors, claiming that the defendants
breached their fiduciary duty to the stockholders of the Company by agreeing to
negotiate exclusively with Harveys, an affiliate of Colony Capital, LLC (see
Note 9). On June 2, 2000, the action was dismissed without prejudice.
On March 21, 2000, a similar purported class action lawsuit was filed by Leta
Hilliard in the Superior Court of the State of California. The lawsuit claimed
that the Company and its directors failed to undertake an appropriate process
for evaluating the Company's worth and eliciting bids from third parties, and
that the price for the stock is inadequate. The Company believes that the
plaintiff's claims were without merit. The parties executed a definitive
agreement to settle the purported Hilliard class action litigation. The
settlement was subject to court approval. As part of the settlement, the Company
agreed to pay attorney's fees and costs to the plaintiff's counsel, subject to
court approval. As of June 30, 2001, the Company had incurred estimated
14
costs of approximately $2,000,000 in connection with the negotiation and
settlement of this lawsuit, including monies paid to plaintiff's counsel for
fees and costs. In view of the fact that the Merger Agreement had been
terminated, the parties to the litigation filed a stipulated dismissal of the
case with prejudice, incorporating the Company's agreement to pay attorney's
fees and costs to the plaintiff's counsel as provided in the settlement
agreement, though at a reduced level. The defendants' agreement to the
settlement/ stipulated dismissal does not constitute, and should not be
construed as, an admission that the defendants have any liability to or acted
wrongfully in any way with respect to the plaintiff or any other person. Final
judgment and order of dismissal with prejudice was entered on May 18, 2001.
Casino Magic Bay St. Louis Wrongful Death Litigation On February 17, 2000, three
- ----------------------------------------------------
Mardi Gras Casino Corp. (dba Casino Magic Bay St. Louis) patrons, after leaving
the casino property, were involved in a vehicular accident which resulted in the
death of two of the individuals and injury to the third. On April 13, 2000, a
lawsuit was filed on behalf of the injured individual and one of the deceased
individuals against Mardi Gras Casino Corp. seeking compensatory damages in the
amount of $2,000,000 and punitive damages, attorney fees, costs and expenses in
the amount of $10,000,000. The suit alleges, among other things, that Mardi Gras
Casino Corp. employees negligently served alcoholic beverages to the three
individuals and the acts and omissions of the employees were the proximate cause
of the accident. The Company has submitted a claim to its insurer under its
general liability insurance policy. While the Company cannot predict the outcome
of this lawsuit, management believes the claims are without merit and intends to
vigorously defend this action.
Astoria Entertainment Litigation In November 1998, Astoria Entertainment, Inc.
- --------------------------------
filed a complaint in the United States District Court for the Eastern District
of Louisiana. Astoria, an unsuccessful applicant for a license to operate a
riverboat casino in Louisiana, attempted to assert a claim under the Racketeer
Influenced and Corrupt Organizations ("RICO") statutes, seeking damages
allegedly resulting from its failure to obtain a license. Astoria named several
companies and individuals as defendants, including Hollywood Park, Inc. (the
predecessor to Pinnacle Entertainment), Louisiana Gaming Enterprises, Inc.
("LGE"), and an employee of Boomtown, Inc. The Company believed the RICO claim
against it had no merit and, indeed, Astoria voluntarily dismissed its RICO
claim against Hollywood Park, LGE, and the Boomtown employee.
On March 1, 2001, Astoria amended its complaint. Astoria's amended complaint
added new legal claims, and named Boomtown, Inc. and LGE as defendants. Astoria
claims that the defendants (i) conspired to corrupt the process for awarding
licenses to operate riverboat casinos in Louisiana, (ii) succeeded in corrupting
the process, (iii) violated federal and Louisiana antitrust laws, and (iv)
violated the Louisiana Unfair Trade Practices Act. The amended complaint asserts
that Astoria would have obtained a license to operate a riverboat casino in
Louisiana, but for these alleged improper acts. While the Company cannot predict
the outcome of this action, the Company asserts that it has no liability in this
matter, and it intends to vigorously defend the action.
Casino Magic Biloxi Patron Shooting Incident On January 13, 2001, three Casino
- --------------------------------------------
Magic Biloxi patrons were shot, in the casino, sustaining serious injuries as a
result of a shooting incident involving another Casino Magic Biloxi patron, who
then killed himself. Several other patrons sustained minor injuries while
attempting to exit the casino. To date, no lawsuits relating to this incident
have been filed against Casino Magic Biloxi. However, the Company has notified
its insurance carriers of the incident, and the Company will submit any claims
relating to the incident to its insurers under its general liability insurance
policy, subject to a deductible.
Other Proceedings The Company is party to a number of other pending legal
- -----------------
proceedings in the ordinary course of business, though management does not
expect that the outcome of such proceedings, either individually or in the
aggregate, will have a material effect on the Company's financial condition or
results of operations.
15
Note 13 - Consolidating Condensed Financial Information
The Company's subsidiaries (excluding Casino Magic Argentina, certain non-
material subsidiaries and before August 2000 Casino Magic of Louisiana, Corp.)
have fully and unconditionally guaranteed the payment of all obligations under
the 9.25% Notes and the 9.5% Notes. Separate financial statements and other
disclosures regarding the subsidiary guarantors are not included herein because
management has determined that such information is not material to investors. In
lieu thereof, the Company includes the following:
Pinnacle Entertainment, Inc.
Consolidating Condensed Financial Information
For the three and six months ended June 30, 2001 and 2000 and balance sheets as of June 30, 2001 and December 31, 2000
(in thousands - unaudited)
(b)
(a) Wholly
Wholly Owned Consolidating Pinnacle
Pinnacle Owned Non- and Entertainment,
Entertainment, Guarantor Guarantor Eliminating Inc.
Inc. Subsidiaries Subsidiaries Entries Consolidated
---- ------------ ------------ ------- ------------
Balance Sheet
-------------
As of June 30, 2001
Current assets $124,585 $ 63,993 $ 9,646 $ 0 $198,224
Property, plant and equipment, net 22,780 571,847 3,074 0 597,701
Other non-current assets 22,356 63,905 5,219 41,411 132,891
Investment in subsidiaries 580,048 8,514 0 (588,562) 0
Inter-company 141,453 106,069 0 (247,522) 0
-------- -------- ------- ---------- --------
$891,222 $814,328 $17,939 ($794,673) $928,816
======== ======== ======= ========== ========
Current liabilities $ 32,003 $ 43,943 $ 481 $ 0 $ 76,427
Notes payable, long term 492,997 2,023 0 0 495,020
Other non-current liabilities 18,615 0 3,353 (12,206) 9,762
Inter-company 0 241,931 5,591 (247,522) 0
Equity 347,607 526,431 8,514 (534,945) 347,607
-------- -------- ------- ---------- --------
$891,222 $814,328 $17,939 ($794,673) $928,816
======== ======== ======= ========== ========
Statement of Operations
-----------------------
For the three months
ended June 30, 2001
Revenues:
Gaming $ 0 $103,010 $ 4,973 $ 0 $107,983
Food and beverage 0 7,353 377 0 7,730
Equity in subsidiaries 5,828 1,558 0 (7,386) 0
Other 1,500 14,356 34 0 15,890
-------- -------- ------- ---------- --------
7,328 126,277 5,384 (7,386) 131,603
Expenses:
Gaming 0 61,872 1,402 0 63,274
Food and beverage 0 9,544 278 0 9,822
Administrative and other 3,584 38,678 1,489 0 43,751
Depreciation and amortization 669 10,843 344 279 12,135
-------- -------- ------- ---------- --------
4,253 120,937 3,513 279 128,982
-------- -------- ------- ---------- --------
Operating income (loss) 3,075 5,340 1,871 (7,665) 2,621
Interest expense, (income) net 11,435 (488) (64) 0 10,883
-------- -------- ------- ---------- --------
Income (loss) before minority interests and taxes (8,360) 5,828 1,935 (7,665) (8,262)
Income tax (benefit) expense (3,352) 0 377 0 (2,975)
-------- -------- ------- ---------- --------
Net income (loss) ($5,008) $ 5,828 $1,558 ($7,665) ($5,287)
======== ======== ======= ========== ========
16
Pinnacle Entertainment, Inc.
Consolidating Condensed Financial Information
For the three and six months ended June 30, 2001 and 2000 and balance sheets
as of June 30, 2001 and December 31, 2000 (in thousands - unaudited)
(b)
(a) Wholly
Wholly Owned Consolidating Pinnacle
Pinnacle Owned Non- and Entertainment,
Entertainment, Guarantor Guarantor Eliminating Inc.
Inc. Subsidiaries Subsidiaries Entries Consolidated
--- ------------ ------------- ------- ------------
Statement of Operations
- -----------------------
For the six months
ended June 30, 2001
Revenues:
Gaming $ 0 $212,463 $ 9,782 $ 0 $222,245
Food and beverage 0 14,362 731 0 15,093
Equity in subsidiaries 16,784 2,712 0 (19,496) 0
Other 3,000 25,208 64 0 28,272
--------- -------- ------- --------- --------
19,784 254,745 10,577 (19,496) 265,610
--------- -------- ------- --------- --------
Expenses:
Gaming 0 126,824 2,712 0 129,536
Food and beverage 0 18,762 553 0 19,315
Administrative and other 7,978 71,704 3,088 0 82,770
Depreciation and amortization 1,352 21,610 703 558 24,223
--------- -------- ------- --------- --------
9,330 238,900 7,056 558 255,844
--------- -------- ------- --------- --------
Operating income (loss) 10,454 15,845 3,521 (20,054) 9,766
Interest expense, (income) net 22,414 (939) (133) 0 21,342
--------- -------- ------- --------- --------
Income (loss) before taxes (11,960) 16,784 3,654 (20,054) (11,576)
Income tax (benefit) expense (5,110) 0 942 0 (4,168)
--------- -------- ------- --------- --------
Net income (loss) ($6,850) $ 16,784 $ 2,712 ($20,054) ($7,408)
========= ======== ======= ========= ========
Statement of Cash Flows
- -----------------------
For the six months
ended June 30, 2001
Net cash provided by (used in) operating
activities ($17,664) $ 15,454 $ 1,978 $ 558 $ 326
Net cash provided by (used in) investing
activities (77) (16,479) (1,312) 0 (17,868)
Net cash provided by (used in) financing
activities (8,041) (410) 0 0 (8,451)
17
Pinnacle Entertainment, Inc.
Consolidating Condensed Financial Information
For the three and six months ended June 30, 2001 and 2000 and balance
sheets as of June 30, 2001 and December 31, 2000
(in thousands - unaudited)
(b)
(a) Wholly
Wholly Owned Consolidating Pinnacle
Pinnacle Owned Non- And Entertainment,
Entertainment, Guarantor Guarantor Eliminating Inc.
Inc. Subsidiaries Subsidiaries Entries Consolidated
---- ------------ ------------ ------- ------------
Balance Sheet
- -------------
As of June 30, 2000
Current assets $183,950 $170,167 $ 38,583 $ 0 $ 392,700
Property, plant and equipment, net 55,354 388,001 87,017 0 530,372
Other non-current assets 26,524 40,318 42,911 55,721 165,474
Investment in subsidiaries 427,237 114,203 0 (541,440) 0
Inter-company 205,285 149,075 31,489 (385,849) 0
-------- -------- -------- ---------- ----------
$898,350 $861,764 $200,000 ($871,568) $1,088,546
======== ======== ======== ========== ==========
Current liabilities $ 79,595 $ 52,376 $126,886 $ 0 $ 258,857
Notes payable, long term 495,724 3,027 0 0 498,751
Other non-current liabilities (7,081) 0 20,113 (12,206) 826
Inter-company 0 359,351 26,499 (385,850) 0
Equity 330,112 447,010 26,502 (473,512) 330,112
-------- -------- -------- ---------- ----------
$898,350 $861,764 $200,000 ($871,568) $1,088,546
======== ======== ======== ========== ==========
Statement of Operations
- -----------------------
For the three months
ended June 30, 2000
Revenues:
Gaming $ 0 $ 85,823 $ 40,506 $ 0 $ 126,329
Racing 3,309 0 0 0 3,309
Food and beverage 335 7,679 971 0 8,985
Equity in subsidiaries 19,111 3,834 0 (22,945) 0
Other 1,578 13,051 659 0 15,288
-------- -------- -------- ---------- ----------
24,333 110,387 42,136 (22,945) 153,911
-------- -------- -------- ---------- ----------
Expenses:
Gaming 0 44,358 24,739 0 69,097
Racing 1,475 0 0 0 1,475
Food and beverage 304 8,519 1,020 0 9,843
Administrative and other 6,557 30,552 5,542 0 42,651
Gain on disposition of assets (35,923) 336 0 0 (35,587)
Depreciation and
Amortization 943 7,846 2,506 369 11,664
-------- -------- -------- ---------- ----------
(26,644) 91,611 33,807 369 99,143
-------- -------- -------- ---------- ----------
Operating income (loss) 50,977 18,776 8,329 (23,314) 54,768
Interest expense, net 9,665 (2,655) 4,069 0 11,079
-------- -------- -------- ---------- ----------
Income (loss) before minority interests and taxes 41,312 21,431 4,260 (23,314) 43,689
Income tax expense 17,031 0 426 0 17,457
-------- -------- -------- ---------- ----------
Net income (loss) $ 24,281 $ 21,431 $ 3,834 ($23,314) $ 26,232
======== ======== ======== ========== ==========
18
Pinnacle Entertainment, Inc.
Consolidating Condensed Financial Information
For the three and six months ended June 30, 2001 and 2000
and balance sheets as of June 30, 2001 and December 31, 2000
(in thousands - unaudited)
(b)
(a) Wholly
Wholly Owned Consolidating Pinnacle
Pinnacle Owned Non- and Entertainment
Entertainment Guarantor Guarantor Eliminating Inc.
Inc. Subsidiaries Subsidiaries Entries Consolidated
---- ------------ ------------ ------- ------------
Statement of Operations
- -----------------------
For the six months
ended June 30, 2000
Revenues:
Gaming $ 0 $170,438 $83,102 $ 0 $253,540
Racing 9,452 0 0 0 9,452
Food and beverage 1,056 14,200 1,980 0 17,236
Equity in subsidiaries 43,269 9,209 0 (52,478) 0
Other 3,157 25,611 1,570 0 30,338
--------- -------- ------- --------- --------
56,934 219,458 86,652 (52,478) 310,566
--------- -------- ------- --------- --------
Expenses:
Gaming 0 88,566 48,834 0 137,400
Racing 4,133 0 0 0 4,133
Food and beverage 892 16,061 2,067 0 19,020
Administrative and other 12,813 58,599 11,988 0 83,400
Gain on disposition of assets (59,777) 336 0 0 (59,441)
Depreciation and amortization 1,945 16,566 5,006 738 24,255
--------- -------- ------- --------- --------
(39,994) 180,128 67,895 738 208,767
--------- -------- ------- --------- --------
Operating income (loss) 96,928 39,330 18,757 (53,216) 101,799
Interest expense, net 19,367 (3,939) 8,531 0 23,959
--------- -------- ------- --------- --------
Income (loss) before
minority interests and
Taxes 77,561 43,269 10,226 (53,216) 77,840
Income tax expense 28,679 0 1,017 0 29,696
--------- -------- ------- --------- --------
Net income (loss) $ 48,882 $ 43,269 $ 9,209 ($53,216) $ 48,144
========= ======== ======= ========= ========
Statement of Cash Flows
- -----------------------
For the six months
ended June 30, 2000
Net cash provided by (used in) operating
activities ($90,438) $ 84,587 $ 9,965 $ 743 $ 4,857
Net cash provided by (used in) investing
activities 175,750 (83,187) (816) 0 91,747
Net cash provided by (used in) financing
activities (670) (1,738) (357) 0 (2,765)
Balance Sheet
- -------------
As of December 31, 2000
Current assets $146,941 $ 67,931 $ 9,985 $ 0 $224,857
Property, plant and equipment, net 23,969 567,714 2,035 0 593,718
Other non-current assets 24,309 70,927 5,693 41,971 142,900
Investment in subsidiaries 560,204 6,539 0 (566,743) 0
Inter-company 162,213 100,074 0 (262,287) 0
--------- -------- ------- ---------- --------
$917,636 $813,185 $17,713 ($787,059) $961,475
========= ======== ======= ========== ========
Current liabilities $ 43,115 $ 50,683 ($423) $ 0 $ 93,375
Notes payable, long term 494,729 2,433 0 0 497,162
Other non-current liabilities 18,615 (2,447) 5,800 (12,206) 9,762
Inter-company 0 256,490 5,797 (262,287) 0
Equity 361,177 506,026 6,539 (512,566) 361,176
--------- -------- ------- ---------- --------
$917,636 $813,185 $17,713 ($787,059) $961,475
========= ======== ======= ========== ========
(a) The following subsidiaries are treated as guarantors of both the 9.5% Notes
and 9.25% Notes for all periods presented: Turf Paradise, Inc. (through
June 13, 2000), Belterra Resorts LLC, Boomtown, Inc., Boomtown Hotel &
Casino, Inc., Bay View Yacht Club, Inc. (through August 8, 2000),
Louisiana - I Gaming, Louisiana Gaming Enterprises, Inc., Boomtown Hoosier,
Inc., HP Casino, Inc., HP Yakama, Inc., HP Consulting, Inc. , HP/Compton,
Inc., Casino Magic Corp., Mardi Gras Casino Corp. (through August 8, 2000),
Biloxi Casino Corp., Bay St. Louis Casino Corp., Casino Magic Finance
Corp., Casino Magic American Corp., and Casino One Corporation. Crystal
Park Hotel and Casino Development Company, LLC and Mississippi - I Gaming
L.P. (through August 8, 2000). Jefferson Casino Corporation and Casino
Magic of Louisiana, Corp. were treated as wholly owned guarantors as of
September 30, 2000 upon the redemption of the Casino Magic 13% Notes in
August 2000 (see Note 11).
(b) Prior to the redemption of the Casino Magic 13% Notes on August 15, 2000,
(see Note 11), Jefferson Casino Corporation and Casino Magic of Louisiana,
Corp. were wholly owned non-guarantors of the 9.5% and 9.25% Notes. Upon
redemption of the Casino
19
Magic 13% Notes, Jefferson Casino Corporation and Casino Magic of
Louisiana, Corp. became guarantors of the 9.5% and 9.25% Notes (see note
(a) above). Prior to October 1999, Casino Magic Neuquen S.A. and its
subsidiary Casino Magic Support Services were non-wholly owned non-
guarantors to the 9.5% and 9.25% Notes. In October 1999, Casino Magic
Neuquen S.A. and its subsidiary Casino Magic Support Services became wholly
owned subsidiaries of the Company, but remain non-guarantors of the 9.5%
and 9.25% Notes.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Forward-Looking Statements and Risk Factors
Except for the historical information contained herein, the matters addressed in
this Quarterly Report on Form 10-Q may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended. Such
forward-looking statements are subject to a variety of risks and uncertainties
that could cause actual results to differ materially from those anticipated by
the Company's management. Factors that may cause actual performance of the
Company to differ materially from that contemplated by such forward-looking
statements include, among others: the effect of future weather conditions and
other natural events; the performance of the Belterra Casino Resort, which has a
limited operating history and is in a new market for the Company; the failure to
sell the surplus land in Inglewood, California (see Note 8 to the Condensed
Notes to Consolidated Financial Statements); the failure to complete (on time or
otherwise) or successfully operate planned expansion and development projects,
(see Note 4 to the Condensed Notes to Consolidated Financial Statements); the
failure to obtain adequate financing to meet strategic goals; the failure to
obtain or retain gaming licenses or regulatory approvals; increased competition
by casino operators who have more resources and have built or are building
competitive casino properties, particularly at Boomtown New Orleans, Casino
Magic Biloxi and Casino Magic Bossier City; the failure to meet Pinnacle
Entertainment, Inc.'s debt service obligations; overall economic conditions,
including currency risks at the Company's Argentina operations; change in gaming
legislation in Indiana; and other adverse changes in the gaming markets in which
Pinnacle Entertainment, Inc. operates (particularly in the southeastern United
States). The Private Securities Litigation Reform Act of 1995 (the "Act")
provides certain "safe harbor" provisions for forward-looking statements. All
forward-looking statements made in this Quarterly Report on Form 10-Q are made
pursuant to the Act. For more information on the potential factors which could
affect the Company's financial results, please review the Company's filings with
the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.
Factors Affecting Future Operating Results
Belterra Casino Resort On October 27, 2000, the Company opened to the public the
Belterra Casino Resort located on 315 acres adjacent to the Ohio River in
Switzerland County, Indiana, which is approximately 45 miles southwest of
downtown Cincinnati, Ohio. The Belterra Casino Resort features a 15-story, 308-
room hotel, a cruising riverboat casino (the "Miss Belterra") with approximately
1,800 gaming positions, an 18-hole Tom Fazio-designed championship golf course,
which opened in July 2001, six restaurants, a 1,500-seat entertainment venue, a
spa, retail areas and other amenities.
Prior to August 2001, the Company owned a 97% interest in the Belterra Casino
Resort, which opened in October 2000, with the remaining 3% held by a non-voting
local partner. In November 2000, when the Company entered into an agreement with
the local partner whereby the local partner had the right to require the Company
to purchase, for a purchase price determined in accordance with the agreement,
its entire ownership interest in the Belterra Casino Resort at any time on or
after January 1, 2001. A $100,000 deposit toward such ultimate purchase price
was made by the Company to the partner at that time. The agreement also provided
that the Company had the option to require the local partner to sell to the
Company, for a purchase price determined in accordance with the agreement, his
ownership interest in the Belterra Casino Resort. In July 2001, the local
partner exercised the right to require the Company to purchase the remaining 3%
ownership held by the partner for approximately $1.6 million as was calculated
in accordance with the agreement. In August 2001, the remaining payment of
approximately $1.5 million was made to the partner and the Belterra Casino
Resort is now wholly owned by the Company.
20
Legislation Regarding Dockside Gaming in Louisiana In March 2001, the governor
of Louisiana called a special session of the state legislature (the "2001
Special Session") to address new gaming legislation. In the 2001 Special
Session, a law was passed requiring riverboat casinos to remain dockside at all
times and increasing the gaming taxes paid to the state of Louisiana from 18.5%
to 21.5% of net gaming proceeds effective April 1, 2001 for the nine riverboats
in the southern region of the state, including the Company's Boomtown New
Orleans property. The gaming tax increase to 21.5% of net gaming proceeds will
be phased in over an approximately two-year period for the riverboats operating
in parishes bordering the Red River, including the Company's Casino Magic
Bossier City property.
The Company believes this change in the law will benefit its Boomtown New
Orleans operations in the long-term, as increased revenues are expected from
casino patrons who will no longer be required to arrange their plans to coincide
with a cruising schedule. However, increased revenues at Boomtown New Orleans
from the benefit of permanent dockside gaming during the initial three months of
the new legislation were not sufficient to cover the additional 3.0% gaming tax.
The Company believes the benefit of permanent dockside gaming will be realized
to a greater degree during the summer months of 2001, as the riverboat casino
traditionally cruised more frequently during summer months when weather
conditions were more favorable. To take advantage of the benefits of dockside
gaming, the Company renovated the third floor of its dockside riverboat casino
during the second quarter of 2001, including adding 325 slot machines (while
still conforming to the state of Louisiana's 30,000 square foot gaming
limitation). In addition, during the quarter, the Company began renovations and
improvements of its land-based facility, which are expected to be completed in
the third quarter of 2001.
The Company also believes, if the Company is awarded the license for the
proposed Lake Charles project, the new legislation would benefit the proposed
project (see below), as it would enable the Company to build a riverboat casino
that would remain dockside at all times and thus compete more effectively with
existing operators.
Finally, during the three months ended June 30, 2001, the Company believes the
increased gaming taxes had a negative impact at Casino Magic Bossier City, as
gaming was already being conducted on a dockside riverboat casino prior to the
new legislation. However, the Company believes that, in the long term, a
proposed expansion of the property, including a new larger dockside riverboat
and land based amenities, and the related additional revenue to be derived from
such enhanced operations, will help to offset such increased gaming taxes.
Lake Charles In November 1999, the Company filed an application for the
fifteenth and final gaming license to be issued by the Louisiana Gaming Control
Board. In July 2000, the Company was one of three groups that presented their
proposed projects to the Louisiana Gaming Control Board. The Company's
application is seeking the approval to construct and operate a dockside
riverboat casino, hotel and golf course resort complex in Lake Charles,
Louisiana (the Company amended the original application to reflect dockside
legislation recently enacted in Louisiana - see above). The Louisiana Gaming
Control Board has not awarded such license and there is no assurance such
license will be issued to the Company or to any other applicant. At the July
2000 meeting, the Louisiana Gaming Control Board indicated that another meeting
to address the applications for the license would be held at such time as the
Louisiana State Police shall have completed its suitability investigations of
the applicants. The Louisiana State Police is in the process of completing its
investigations, with a report to the Louisiana Gaming Control Board expected
after such completion.
In connection with the application, Pinnacle Entertainment entered into an
option agreement with the Lake Charles Harbor and Terminal District (the
"District") to lease 225 acres of unimproved land from the District upon which
such resort complex would be constructed. The initial lease option was for a
six-month period ending January 2000, with three six-month renewal options (all
of which have been exercised), at a cost of $62,500 per six-month renewal
option. The District has agreed to extend the option period for one additional
six-month term at a cost of $62,500 for such additional period. These lease
option payments are expensed over the option periods. If the lease option were
exercised, the annual rental payment would be $815,000,
21
with a maximum annual increase of 5%. The term of the lease would be for a total
of up to 70 years, with an initial term of 10 years and six consecutive renewal
options of 10 years each. The lease would require the Company to develop certain
on- and off-site improvements at the location. If awarded the license by the
Louisiana Gaming Control Board, the Company anticipates building a resort
similar in design and scope to the Belterra Casino Resort and incorporating the
benefits of dockside gaming legislation recently enacted in Louisiana (see
above). All costs incurred by the Company related to obtaining this license have
been expensed as incurred.
HP Yakama In 1998, the Company, through its wholly owned subsidiary HP Yakama,
Inc. ("HP Yakama"), loaned approximately $9,618,000 to the Tribal Gaming
Corporation (the "Tribal Corporation") to construct the Legends Casino in
Yakima, Washington. The Tribal Corporation gave HP Yakama a promissory note for
the $9,618,000, payable in 84 equal monthly installments at a 10% rate of
interest.
Pursuant to a seven year Master Lease between HP Yakama and the Confederated
Tribes and Banks of the Yakama Indian Nation (the "Tribes"), HP Yakama must pay
the Tribes monthly rent of $1,000. HP Yakama and the Tribal Corporation
concurrently entered into a corresponding seven-year Sublease, under which the
Tribal Corporation owes rent to HP Yakama. Such rent under the Sublease was
initially set at 28% of Net Revenues (as defined in the relevant agreements),
and decreases to 22% over the seven-year term of the lease.
In June 2001, the Company received an early pay-off of the promissory note
(which amount was approximately $6,300,000 at such time) and payment for the
early termination of the Master Lease and Sublease for a cumulative amount of
approximately $8,490,000. After deducting for cash participation receivables
through June 30, 2001, and certain closing costs, the Company's pre-tax gain
from the transaction (which was recorded in the second quarter of 2001) was
approximately $639,000. Effective with the early termination of the promissory
note and related lease agreement, the Company will no longer receive cash
participation income from the Sublease agreement.
Assets Held for Sale Assets held for sale of $12,160,000 and $12,164,000 as of
June 30, 2001 and December 31, 2000, respectively, consist of 97 acres of
surplus land in Inglewood, California. In April 2000, the Company announced it
had entered into an agreement with Casden Properties Inc. for the sale of the 97
acres for $63,050,000 in cash. On April 18, 2001, the Company announced that
Casden Properties Inc. had elected to terminate the agreement. The Company
continues to market the property to prospective buyers.
California Card Clubs By California state law, a corporation may operate a
gambling enterprise in California only if every officer, director and
shareholder holds a state gambling license. Only 5% or greater shareholders of a
publicly traded racing association, however, must hold a state gambling license.
As a practical matter, therefore, public corporations that are not qualified
racing associations may not operate gambling enterprises in California. As a
result, the Hollywood Park-Casino and Crystal Park Hotel and Casino, are leased
to, and operated by, an unrelated third party. In May 2001, the California
Senate passed a bill, the effect of which would be to permit the Company to
operate the Hollywood Park-Casino in Inglewood, California. The bill is
currently pending before the California State Assembly. If passed and
subsequently signed by the Governor, the bill would be effective January 1, 2002
at which time the Company would no longer sublease the property to a third party
operator, but would assume operations of the Hollywood Park-Casino.
Results of Operations
Accounting for Customer "Cash-back" Loyalty Programs In January 2001, the
Emerging Issues Task Force ("EITF") reached consensus on Issue 3 addressed in
Issue No. 00-22 Accounting for "Points" and Certain Other Time-Based Sales
Incentive Offers, and Offers for Free Products or Services to Be Delivered in
the Future. This EITF pronouncement requires that the cost of the cash back
component of the Company's customer loyalty programs be treated as a reduction
in revenues. The Company rewards customers with cash, based upon their level of
play on certain casino games (primarily slot machines). These costs were
previously recorded as a casino expense. The consensus reached on Issue 3 is
effective beginning in fiscal quarters ending after February 15, 2001 and was
adopted by the Company in the quarter ended March 31, 2001. In connection with
22
the adoption of Issue 3, the Company reclassified (i.e., reduced gaming revenue
and gaming expenses) the cash back component of its customer loyalty programs in
the amount of $4,993,000 and $9,881,000 related to the three months and six
months ended June 30, 2000 to be consistent with the three and six months ended
June 30, 2001.
Terminated Merger Agreement On April 17, 2000, the Company entered into a
definitive agreement with PH Casino Resorts ("PHCR"), a newly formed subsidiary
of Harveys Casino Resorts, and Pinnacle Acquisition Corporation ("Pinnacle Acq
Corp"), a newly formed subsidiary of PHCR, pursuant to which PHCR would have
acquired by merger (the "Merger") all of the outstanding capital stock of
Pinnacle Entertainment (the "Merger Agreement"). Consummation of the Merger was
subject to numerous conditions, including PHCR obtaining the necessary financing
for the transaction and regulatory approvals, as well as other conditions.
On January 23, 2001, the Company announced that it had been notified by PHCR
that PHCR did not intend to extend further the outside closing date (previously
extended to January 31, 2001) of the Merger. Since all of the conditions to
consummation of the Merger would not be met by such date, the Company, PHCR and
Pinnacle Acq Corp mutually agreed that the Merger Agreement would be terminated.
The Company does not expect to incur additional costs relating to the terminated
Merger Agreement.
Redemption of Casino Magic 13% Notes and Extraordinary Item On August 15, 2000,
the Company redeemed all $112,875,000 in aggregate principal amount of its then
outstanding Casino Magic 13% Notes at the redemption price of 106.5%. Upon
deposit of principal, premium and accrued interest for such redemption, Casino
Magic Bossier City satisfied all conditions required to discharge its
obligations under the indenture. In connection with the redemption, the Company
recorded an extraordinary loss, net of federal and state income taxes, of
$2,653,000. The extraordinary loss represents the payment of the redemption
premium and the write-off of deferred finance and premium costs, net of the
related federal and state income tax benefits (see Note 10 to the Condensed
Notes to Consolidated Financial Statements).
Assets Sold On August 8, 2000, the Company completed the sale of Casino Magic
Bay St. Louis and Boomtown Biloxi (the "Mississippi Casinos") and on June 13,
2000, the Company completed the sale of Turf Paradise (see Note 7 to the
Condensed Notes to Consolidate Financial Statements). The results of operations
of the Mississippi Casinos and Turf Paradise are included in the results of
operations only until such respective dates.
Future revenue, operating results and interest expense will be materially
different due to the sale of the Mississippi Casinos and Turf Paradise, the
redemption of the Casino Magic 13% Notes, the opening of the Belterra Casino
Resort and the early termination of the HP Yakama promissory note and related
lease agreements.
Three months ended June 30, 2001 compared to the three months ended
-------------------------------------------------------------------
June 30, 2000
-------------
Total revenues for the three months ended June 30, 2001 decreased by
$22,308,000, or 14.5%, as compared to the three months ended June 30, 2000.
Contribution to revenues in the three months ended June 30, 2000 from the
Mississippi Casinos and Turf Paradise was $41,595,000. When excluding such
revenue for the three months ended June 30, 2000, total revenues in the three
months ended June 30, 2001 increased by $19,287,000, or 17.2%, when compared to
the three months ended June 30, 2000 due primarily to the revenue at the
Belterra Casino Resort, which was not opened in the 2000 year three month
period.
Gaming revenues decreased by $18,346,000, or 14.5%, including $33,272,000 due to
the timing of the sale of the Mississippi Casinos in August 2000. When excluding
the results of the Mississippi Casinos from the three-month results ended June
30, 2000, gaming revenues increased by $14,926,000, or 16.0%. Gaming revenues
increased at Belterra Casino Resort by $22,652,000 and at Boomtown New Orleans
by $642,000, while gaming revenues declined at Casino Magic Bossier City by
$7,915,000. The increase in gaming revenues at Belterra Casino Resort is due to
the opening of the property in October 2000 and therefore no results of
operations in the three months ended June 30, 2000. The increase in gaming
revenues at Boomtown New
23
Orleans is primarily attributed to increased coin-in and resultant slot revenue
in the three months ended June 30, 2001, compared to the prior year. The
decrease in Casino Magic Bossier City gaming revenue was due primarily to lower
table game drop and coin-in (volume of play in the casino) attributable to
increased competition from the opening of a new casino hotel in December 2000
and the opening of a new hotel tower at another competitor in January 2001, as
well as severe winter rainfall in late February and March, which flooded the
first level of the property's multi-level parking garage, and remodeling of the
third deck of the casino in June 2001. The first level of the parking structure
was not useable for approximately 45 days during the second quarter of 2001. In
addition, on June 11, 2001 the casino began relocating slot machines and
renovating the third deck, which resulted in disruption to this part of the
casino and such remodeling was not completed until mid-July. Food and beverage
revenues decreased by $1,255,000, or 14.0%, including $2,809,000 due to the
timing of the sale of the Mississippi Casinos and Turf Paradise. When excluding
the results of the sold operations from the three-month results ended June 30,
2000, food and beverage revenue increased $1,554,000, or 25.2%. A majority of
the increase, $1,996,000, is attributed to Belterra Casino Resort, which
increase is due to the opening of the property in October 2000. Hotel and
recreational vehicle park revenues increased by $472,000, or 13.4%, including
$532,000 due to the timing of the sale of Casino Magic Bay St. Louis in August
2000. When excluding the results of Casino Magic Bay St. Louis from the three-
month results ended June 30, 2000, hotel and recreational vehicle park revenues
increased $1,004,000, or 33.5%. A majority of the increase, $980,000, is
attributed to the opening of the Belterra Casino Resort in October 2000. Truck
stop and service station revenue increased by $365,000, or 6.9%, primarily due
to increased fuel prices at the Boomtown Reno truck stop and service station.
Other income decreased by $235,000, or 3.6%, including $1,674,000 due to the
timing of the sale of the Mississippi Casinos and Turf Paradise. When excluding
the results of the sold operations from the three-month results ended June 30,
2000, other income increased by $1,439,000, or 30.1%. The increase in other
revenue was due primarily to the payment of percentage rent by the casino in
Yakama Washington (see Note 6 of Condensed Notes to Consolidated Financial
Statements). Racing revenues declined by $3,309,000, or 100.0%, entirely due to
the sale of Turf Paradise in June 2000.
Total expenses for the three months ended June 30, 2001 increased by
$29,839,000, or 30.1%, as compared to the three months ended June 30, 2000.
Included in the results of operations for the three months ended June 30, 2000
is a gain on the sale of Turf Paradise Race Track in Phoenix, Arizona (see Note
7 to the Condensed Notes to Consolidated Financial Statements) of $35,587,000,
as well as expenses of the Mississippi Casinos and Turf Paradise of $33,555,000.
Excluding the Turf Paradise gain and the results of operations from properties
sold in 2000, total expenses for the three months ended June 30, 2001 increased
by $27,807,000, or 27.5%, as compared to the three months ended June 30, 2000.
Gaming expenses decreased by $5,823,000, or 8.4%, including $17,603,000 due to
the timing of the sale of the Mississippi Casinos in August 2000. When excluding
the results of the Mississippi Casinos from the results of operations for the
three months ended June 30, 2000, gaming expenses increased by $11,780,000, or
22.9%. Gaming expenses increased $12,784,000 at Belterra Casino Resort, and
$1,317,000 at Boomtown New Orleans partially offset by decrease at the Company's
other casinos. The increase in gaming expenses at Belterra Casino Resort is due
to the property opening in October 2000, and therefore no results of operations
in the three months ended June 30, 2000. The increase in gaming expenses at
Boomtown New Orleans is consistent with the increased gaming revenues and
increased gaming taxes discussed above. Food and beverage expenses decreased by
$21,000 or less than 1%, including $3,238,000 due to the timing of the sale of
the Mississippi Casinos and Turf Paradise in 2000. When excluding the results of
the sold operations from the results of operations for the three months ended
June 30, 2000, food and beverage expenses increased $3,217,000, or 48.7%, the
majority of which, $3,972,000, is due to the Belterra Casino Resort, which
opened in October 2000. Hotel and recreational vehicle park expenses increased
by $642,000, or 41.0%, including $301,000 due to the timing of the sale of
Casino Magic Bay St. Louis. When excluding the results of Casino Magic Bay St.
Louis from the results of operations for the three months ended June 30, 2000,
hotel and recreational vehicle park expenses increased by $943,000, or 74.7%,
the majority of which is attributed to Belterra Casino Resort, which opened in
October 2000. Truck stop and service station expenses at Boomtown Reno increased
by $354,000, or 7.2%, due primarily to increased fuel costs. Racing expenses
decreased by $1,475,000, or 100.0%, entirely due to the sale of Turf Paradise in
June 2000. General and administrative
24
expenses increased by $6,335,000, or 23.3%, including $8,000,000 due to the
timing of the sale of the Mississippi Casinos and Turf Paradise. When excluding
the results of the sold operations from the results of operations for the three
months ended June 30, 2000, general and administrative expenses increased
$14,335,000, or 74.5%, of which, $8,750,000, was attributed to Belterra Casino
Resort and $4,319,000 was attributed to Casino Magic Bossier. Significant
marketing costs were incurred at Belterra to introduce the new property and to
increase the property's database. During the second quarter of 2001, Casino
Magic Bossier took a charge of approximately $2.6 million for certain reserves
and write-downs related to inventory, accounts receivable and other working
capital valuation matters. Depreciation and amortization increased by $471,000,
or 4.0%, primarily due to the sale of the Mississippi Casinos and Turf Paradise
in 2000, more than offset by the additional depreciation expense from Belterra
Casino Resort, which opened in October 2000. Other operating expenses decreased
$385,000, or 10.4%, including $981,000 due to the timing of the sale of the
Mississippi Casinos and Turf Paradise in 2000. When excluding the results of the
sold operations from the results of operations for the three months ended June
30, 2000, other operating expenses increased $596,000, or 22.0%, including
$1,703,000 related to the Belterra Casino Resort. Pre-opening expenses decreased
$3,301,000 or 88.9% for the three months ended June 30, 2001 from the same
period in 2000. Ongoing pre-opening costs in 2001 for the Belterra Casino Resort
are due to the continuing construction of the Tom Fazio-designed championship
golf course, which opened in July 2001. The gain on disposition of assets of
$35,587,000 in the second quarter of 2000 is due to the sale of Turf Paradise
Race Track in June 2000 (see Note 7 to the Condensed Notes to Consolidated
Financial Statements). Terminated merger costs of $1,500,000 for the three
months ended June 30, 2000 relate to the terminated merger with PHCR (see Note 9
to the Condensed Notes to Consolidated Financial Statements). Purported class
action lawsuits related to the terminated merger for the three months ended June
30, 2001 were settled in the second quarter of 2001 resulting in a reversal of
accrued expenses of $464,000 for these lawsuits (see Note 12 to the Condensed
Notes to Consolidated Financial Statements).
Interest income decreased by $1,755,000, or 55.1% primarily due to lower
investable funds and lower interest rates during the three months ended June 30,
2001 compared to the same period of 2000. Interest expense, net of capitalized
interest decreased by $1,951,000, or 13.7%, due primarily to the redemption of
the Casino Magic 13% Notes in August 2000 (see Note 11 to the Condensed Notes to
Consolidated Financial Statements). Due to the pre-tax losses in the three
months ended June 30, 2001, the Company recorded an income tax benefit of
$2,975,000, compared to an income tax expense of $17,457,000 for the three
months ended June 30, 2000 (which 2000 amount includes taxes associated with the
Turf Paradise sale in June 2000 - see Note 7 to the Condensed Notes to
Consolidated Financial Statements).
Six months ended June 30, 2001 compared to the six months ended
---------------------------------------------------------------
June 30, 2000
-------------
Total revenues for the six months ended June 30, 2001 decreased by $44,956,000,
or 14.5%, as compared to the six months ended June 30, 2000. Contribution to
revenues in the six months ended June 30, 2000 from the Mississippi Casinos and
Turf Paradise was $88,547,000. When excluding such revenue for the six months
ended June 30, 2000, total revenues in the six months ended June 30, 2001
increased by $43,591,000, or 19.6%, when compared to the six months ended June
30, 2000 due primarily to the revenue at the Belterra Casino Resort, which was
not opened in the 2000 year six month period.
Gaming revenues decreased $31,295,000, or 12.3%, including $67,528,000 due to
the timing of the sale of the Mississippi Casinos in August 2000. When excluding
the results of the Mississippi Casinos from the six-month results ended June 30,
2000, gaming revenues increased by $36,233,000, or 19.5%. Gaming revenues
increased at Belterra Casino Resort by $45,775,000 and at Boomtown New Orleans
by $1,877,000, while gaming revenues declined at Casino Magic Bossier City by
$10,949,000. The increase in gaming revenues at Belterra Casino Resort is due to
the opening of the property in October 2000 and therefore no results of
operations in the six months ended June 30, 2000. The increase in gaming
revenues at Boomtown New Orleans is primarily attributed to increased coin-in
and resultant slot revenue in the six months ended June 30, 2001, compared to
the prior year. The decrease in Casino Magic Bossier City gaming revenue was due
primarily to lower table game drop and coin-in (volume of play in the casino)
attributable to increased competition from the opening of a new casino hotel in
December 2000 and the opening of a new hotel tower
25
at another competitor in January 2001, as well as severe winter rainfall in late
February and March, which flooded the first level of the property's multi-level
parking garage and remodeling of the third deck of the casino in June 2001. The
first level of the parking structure was not useable for approximately 45 days
during the second quarter of 2001. In addition, on June 11, 2001 the casino
began relocating slot machines and renovating the third deck, which resulted in
disruption to this part of the casino and such remodeling was not completed
until mid-July. Food and beverage revenues decreased by $2,143,000, or 12.4%,
including $6,086,000 due to the timing of the sale of the Mississippi Casinos
and Turf Paradise. When excluding the results of the sold operations from the
six-month results ended June 30, 2000, food and beverage revenue increased
$3,943,000, or 35.4%. A majority of the increase, $4,042,000, is attributed to
Belterra Casino Resort, which increase is due to the opening of the property in
October 2000. Hotel and recreational vehicle park revenues increased by
$782,000, or 12.3%, including $1,053,000 due to the timing of the sale of Casino
Magic Bay St. Louis in August 2000. When excluding the results of Casino Magic
Bay St. Louis from the six-month results ended June 30, 2000, hotel and
recreational vehicle park revenues increased $1,835,000, or 34.7%. A majority of
the increase, $1,718,000, is attributed to the opening of the Belterra Casino
Resort in October 2000. Truck stop and service station revenue increased by
$551,000, or 5.9%, primarily due to increased fuel prices at the Boomtown Reno
truck stop and service station. Other income decreased by $3,399,000, or 23.3%,
including $4,428,000 due to the timing of the sale of the Mississippi Casinos
and Turf Paradise. When excluding the results of the sold operations from the
six-month results ended June 30, 2000, other income increased by $1,029,000, or
10.1%. The increase in other revenue was due primarily to the payment of
percentage rent by the casino in Yakama Washington (see note 6 of Condensed
Notes to Consolidated Financial Statements). Racing revenues declined by
$9,452,000, or 100.0%, entirely due to the sale of Turf Paradise in June 2000.
Total expenses for the six months ended June 30, 2001 increased by $47,077,000,
or 22.6%, as compared to the six months ended June 30, 2000. Included in the
results of operations for the six months ended June 30, 2000 is a gain on the
sale of Turf Paradise Race Track in Phoenix, Arizona and a gain on sale of land
in Inglewood, California to Home Depot, Inc. (see Note 7 to the Condensed Notes
to Consolidated Financial Statements) of $59,441,000, as well as expenses of the
Mississippi Casinos and Turf Paradise of $70,791,000. Excluding the Turf
Paradise gain and the results of operations from properties sold in 2000, total
expenses for the six months ended June 30, 2001 increased by $58,427,000, or
29.6%, as compared to the six months ended June 30, 2000.
Gaming expenses decreased by $7,864,000, or 5.7%, including $36,061,000 due to
the timing of the sale of the Mississippi Casinos in August 2000. When excluding
the results of the Mississippi Casinos from the results of operations for the
six months ended June 30, 2000, gaming expenses increased by $28,197,000, or
27.8%. Gaming expenses increased $24,987,000 at Belterra Casino Resort, and
$2,133,000 at Boomtown New Orleans partially offset by decreases at the
Company's other casinos. The increase in gaming expenses at Belterra Casino
Resort is due to the property opening in October 2000, and therefore no results
of operations in the six months ended June 30, 2000. The increase in gaming
expenses at Boomtown New Orleans is consistent with the increased gaming
revenues and increased marketing expenses. Food and beverage expenses increased
by $295,000, or 1.6%, including $6,677,000 due to the timing of the sale of the
Mississippi Casinos and Turf Paradise in 2000. When excluding the results of the
sold operations from the results of operations for the six months ended June 30,
2000, food and beverage expenses increased $6,972,000, or 56.5%, the majority of
which, $7,604,000, is due to the Belterra Casino Resort, which opened in October
2000 and partially offset by decreases at the Company's other casinos. Hotel and
recreational vehicle park expenses increased by $1,768,000, or 57.0%, including
$586,000 due to the timing of the sale of Casino Magic Bay St. Louis. When
excluding the results of Casino Magic Bay St. Louis from the results of
operations for the six months ended June 30, 2000, hotel and recreational
vehicle park expenses increased by $2,354,000, or 93.5%, the majority of which
is attributed to Belterra Casino Resort, which opened in October 2000. Truck
stop and service station expenses at Boomtown Reno increased by $608,000, or
7.0%, due primarily to increased fuel costs. Racing expenses decreased by
$4,133,000, or 100.0%, entirely due to the sale of Turf Paradise in June 2000.
General and administrative expenses increased by $4,594,000, or 7.9%, including
$16,458,000 due to the timing of the sale of the Mississippi Casinos and Turf
Paradise. When excluding the results of the sold operations from the results of
operations for six months ended June 30, 2000, general and administrative
26
expenses increased $21,052,000, or 50.7%, of which, $16,023,000, is attributed
to Belterra Casino Resort and $4,031,000 was attributed to Casino Magic Bossier.
Significant marketing costs were incurred at Belterra to introduce the new
property and to increase the property's database. During the second quarter of
2000, Casino Magic Bossier took a charge of approximately $2.6 million for
certain reserves and write-downs related to inventory, accounts receivable and
other working capital valuation matters. Depreciation and amortization decreased
by $32,000, or less than 1%, primarily due to the sale of the Mississippi
Casinos and Turf Paradise in 2000, offset by the additional depreciation expense
from Belterra Casino Resort, which opened in October 2000. Other operating
expenses increased $416,000, or 6.9%, including $2,118,000 due to the timing of
the sale of the Mississippi Casinos and Turf Paradise in 2000. When excluding
the results of the sold operations from the results of operations for the six
months ended June 30, 2000, other operating expenses increased $2,534,000, or
64.4%, including $2,825,000 related to the Belterra Casino Resort. Pre-opening
expenses decreased by $4,846,000, or 88.8%, for the six months ended June 30,
2001 from the same period in 2000. Ongoing pre-opening costs in 2001 for the
Belterra Casino Resort are due to the continuing construction of the Tom Fazio-
designed championship golf course, which opened in July 2001. The gain on
disposition of assets of $59,441,000 in the first six months of 2000 is due to
the sale of Turf Paradise Race Track in June 2000 and the land sales in March
2000 (see Note 7 to the Condensed Notes to Consolidated Financial Statements).
Terminated merger costs of $2,125,000 in the first six months of 2000 relate to
the terminated merger with PHCR (see Note 9 to the Condensed Notes to
Consolidated Financial Statements). Purported class action lawsuits related to
the terminated merger were settled in the second quarter of 2001 resulting in a
reversal of accrued expenses of $464,000 for these lawsuits (see Note 12 to the
Condensed Notes to Consolidated Financial Statements).
Interest income decreased by $3,096,000, or 48.6%, primarily due to lower
investable funds and lower interest rates during the six months ended June 30,
2001 compared to the same period of 2000. Interest expense, net of capitalized
interest decreased by $5,713,000, or 18.8%, due primarily to the redemption of
the Casino Magic 13% Notes in August 2000 (see Note 10 to the Condensed Notes to
Consolidated Financial Statements). Due to the pre-tax losses in the six months
ended June 30, 2001, the Company recorded an income tax benefit of $4,168,000,
compared to an income tax expense of $29,696,000 for the six months ended June
30, 2000 (which 2000 amount includes taxes associated with the Turf Paradise
sale in June 2000 - see Note 7 to the Condensed Notes to Consolidated Financial
Statements).
Liquidity, Capital Resources and Other Factors Influencing Future
Results
At June 30, 2001, the Company had cash and cash equivalents, all of which had
original maturities of less than ninety days, of $146,875,000 compared to
$172,868,000 at December 31, 2000.
The Condensed Consolidated Statements of Cash Flows detailing changes in the
cash balances is on page 3.
Operating activities generated net cash of $326,000 in the six months ended June
30, 2001 compared with $4,857,000 in the first six months of 2000. In the six-
month period ending June 30, 2001, cash was used for the net loss of $7,408,000
to reduce accrued liabilities and accounts payable. These uses were offset by
depreciation and amortization, as well as a reduction of receivables. In the
same six-month period last year, the net income of $48,144,000 plus depreciation
and a reduction of receivable was partially offset, primarily by the gain on the
sale of Turf Paradise and approximately 42 acres of surplus land in Inglewood,
California, resulting in the net cash generated by operating activities of
$4,857,000.
Net cash used by investing activities of $17,868,000 in the six months ended
June 30, 2001 is primarily attributed to the addition of property, plant and
equipment of $25,037,000. The additions during the three months ended June 30,
2001 include continued construction of the Tom Fazio-championship golf course at
Belterra Casino Resort (which is opened in July 2001), construction costs
associated with the build out of the high-end Asian Room at Boomtown New
Orleans, initial payments for the purchase of a player tracking system at Casino
Magic Biloxi and the purchase of approximately 14 acres of leased land at
Crystal Park Casino. Net cash provided by investing activities of $91,747,000 in
the six months ended June 30, 2000 includes proceeds of $123,428,000 from the
maturity of short term investments and the receipt of $76,528,000 from the sale
of property, plant and equipment (such receipts primarily from the sale of
surplus land in March
27
2000 and the sale of Turf Paradise-see Note 7 to the Condensed Notes to
Consolidated Financial Statements), offset by the use of cash of $105,833,000
for the additions of property, plant and equipment (the primary additions
attributed to the Belterra Casino Resort, which opened in October 2000).
The net cash used in financing activities of $8,451,000 in the six months ended
June 30, 2001 is due primarily to the payment of $6,849,000 for the purchase of
the Company's common stock (see Note 5 to the Condensed Notes to Consolidated
Financial Statements). The net cash used in financing activities in the first
six months of 2000 of $2,765,000 reflects payments on notes payable of
$3,650,000, offset by proceeds from the exercise of common stock options of the
Company.
The Company believes that its available cash, cash equivalents, cash to be
generated by assets held for sale and cash flow from operations will be
sufficient to finance operations and capital requirements for the foreseeable
future, and in any event for at least the next twelve months. The Company has
substantial cash resources and in July 2001, amended its unused bank credit
facility to allow the necessary capital spending, should the Company be awarded
the casino license in Louisiana to build the Lake Charles project. In addition,
the Company may use a portion of these resources to (i) reduce its outstanding
debt obligations prior to their scheduled maturities, (ii) make significant
capital improvements at other existing properties, and/or (iii) develop or
acquire other casino properties or companies, including the proposed Lake
Charles, Louisiana project. To the extent cash is used for these purposes, the
Company's cash reserves will also be diminished and the Company may require
additional capital to finance any such activities. Additional capital may be
generated through internally generated cash flow, future borrowings (including
amounts available under the bank credit facility) and/or lease transactions.
There can be no assurance, however, that such capital will be available on terms
acceptable to the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------------------------------------------------------------------
At June 30, 2001, the Company did not hold any investments in
market-risk-sensitive instruments of the type described in Item 305 of
Regulation S-K.
Part II
Other Information
Item 1. Legal Proceedings - As Reported in the March 31, 2001 Form 10-Q
- -----------------------------------------------------------------------
Astoria Entertainment Litigation In November 1998, Astoria Entertainment, Inc.
- --------------------------------
filed a complaint in the United States District Court for the Eastern District
of Louisiana. Astoria, an unsuccessful applicant for a license to operate a
riverboat casino in Louisiana, attempted to assert a claim under the Racketeer
Influenced and Corrupt Organizations ("RICO") statutes, seeking damages
allegedly resulting from its failure to obtain a license. Astoria named several
companies and individuals as defendants, including Hollywood Park, Inc. (the
predecessor to Pinnacle Entertainment), Louisiana Gaming Enterprises, Inc.
("LGE"), and an employee of Boomtown, Inc. The Company believed the RICO claim
against it had no merit and, indeed, Astoria voluntarily dismissed its RICO
claim against Hollywood Park, LGE, and the Boomtown employee.
On March 1, 2001, Astoria amended its complaint. Astoria's amended complaint
added new legal claims, and named Boomtown, Inc. and LGE as defendants. Astoria
claims that the defendants (i) conspired to corrupt the process for awarding
licenses to operate riverboat casinos in Louisiana, (ii) succeeded in corrupting
the process, (iii) violated federal and Louisiana antitrust laws, and (iv)
violated the Louisiana Unfair Trade Practices Act. The amended complaint asserts
that Astoria would have obtained a license to operate a riverboat casino in
Louisiana, but for these alleged improper acts. While the Company cannot predict
the outcome of this action, the Company asserts that it has no liability in this
matter, and it intends to vigorously defend the action.
Actions by Greek Authorities For a discussion of the background of the Greek
- ----------------------------
matters, see the description of litigation under the heading "Actions by Greek
Authorities" in Part 1, Item 3. Legal Proceedings of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000.
28
During the first quarter of 2001, the Greek taxing authorities appealed the
December 11, 2000 decision by the Administrative Court of Thessaloniki
overturning the assessment of the fine against PCC. No hearing date on such
appeal has been set.
On March 30, 2001, appeals on behalf of Marlin Torguson and Robert Callaway were
filed. The hearing before the three-member Court of Misdemeanors of Thessaloniki
has been set for January 15, 2002.
Purported Class Action Lawsuits For a discussion of the background of the
- -------------------------------
purported class action lawsuits relating to the Company's now terminated Merger
Agreement with PHCR and Pinnacle Acq Corp, see the description of the litigation
under the heading "Purported Class Action Lawsuits" in Part I, Item 3. Legal
Proceedings of the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
The parties executed a definitive agreement to settle the purported Hilliard
class action litigation. The settlement was subject to court approval. As part
of the settlement, the Company agreed to pay attorney's fees and costs to the
plaintiff's counsel, subject to court approval. As of June 30, 2001, the Company
had incurred estimated costs of approximately $2,000,000 in connection with the
negotiation and settlement of this lawsuit, including monies paid to plaintiff's
counsel for fees and costs. In view of the fact that the Merger Agreement had
been terminated, the parties to the litigation filed a stipulated dismissal of
the case with prejudice, incorporating the Company's agreement to pay attorney's
fees and costs to the plaintiff's counsel as provided in the settlement
agreement, though at a reduced level. The defendants' agreement to the
settlement/ stipulated dismissal does not constitute, and should not be
construed as, an admission that the defendants have any liability to or acted
wrongfully in any way with respect to the plaintiff or any other person. Final
judgment and order of dismissal with prejudice was entered on May 18, 2001.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
At an Annual Meeting of Stockholders, held May 22, 2001, the company's
stockholders approved the following:
Proposal One: Proposal to elect nine (9) directors.
Nominee For votes Against votes
------- ---------- -------------
R.D. Hubbard 23,340,645 734,731
Paul R. Alanis 23,356,394 718,982
Robert T. Manfuso 23,357,754 717,622
James L. Martineau 23,357,307 718,069
Gary G. Miller 23,359,855 715,521
Michael Ornest 23,360,025 715,351
Timothy J. Parrott 21,523,639 2,551,737
Lynn P. Reitnouer 23,357,182 718,194
Marlin Torguson 23,357,873 717,503
Proposal Two: Proposal to approve the Company's 2001 Stock Option Plan.
Shares % of Shares Outstanding
------ -----------------------
For votes 19,770,210 75.90%
Against votes 4,089,494 15.70%
Abstain votes 215,672 0.83%
Broker non-votes 1,971,368 7.57%
29
Item 5. Other Information
- -------------------------
On July 11, 2000 the Company announced the resignation of J. Michael Allen as
Chief Operating Officer of the Company. Paul Alanis, Chief Executive Officer and
President of the Company assumed the responsibilities of Chief Operating
Officer. Pursuant to the terms of Mr. Allen's employment agreement, the Company
will continue to pay to Mr. Allen his salary through the expiration of such
contract on December 31, 2001.
The description of the Company's Common Stock set forth in Amendment No. 1 to
the Company's Registration Statement on Form 8-A filed August 10, 2001 is hereby
incorporated by reference.
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 * Restated By-Laws of Pinnacle Entertainment, Inc.
10.1 * Amendment No. 5, dated July 23, 2001, to Amended and Restated
Reducing Revolving Loan Agreement and Waiver, dated October 14, 1998,
among Pinnacle Entertainment, Inc. and the banks named therein,
Societe Generale and Bank of Scotland (as Managing Agents), First
National Bank of Commerce (as Co-Agent), and Bank of America, N.A.
(as Administrative Agent).
10.2 * Termination of Master Lease and Sublease Agreements dated as of
June 28, 2001, by and between the Confederated Tribes and Bands of
the Yakama Nation, the Yakama Tribal Gaming Corporation and HP
Yakama, Inc.
11.0 * Statement re Computation of Per Share Earnings.
99.1 * Amendment No. 1 to the Company's Registration Statement on Form 8-A.
_______
* Filed herewith
(b) Reports on Form 8-K:
None
30
PINNACLE ENTERTAINMENT, INC.
Selected Financial Data by Property
(in thousands, except per share data - unaudited)
For the three For the six
months months
ended June 30, ended June 30,
------------------------- -------------------------
2001 2000 2001 2000
-------- -------- -------- --------
(in thousands, except per share data - unaudited)
Revenues:
Belterra Casino & Resort $ 25,994 $ 0 $ 52,189 $ 0
Boomtown Reno 24,833 24,849 43,945 43,370
Boomtown New Orleans 24,839 24,437 50,581 48,901
Casino Magic Biloxi 21,548 21,449 44,263 44,274
Casino Magic Bossier City 25,431 33,834 57,959 69,923
Casino Magic Argentina 5,384 5,368 10,577 11,054
Card clubs and other 3,574 2,379 6,096 4,497
Pinnacle Entertainment, Inc. - Corporate 0 0 0 0
-------- -------- -------- --------
131,603 112,316 265,610 222,019
Operations sold or disposed
Boomtown Biloxi 0 15,871 0 32,732
Casino Magic Bay St. Louis 0 22,002 0 45,150
Turf Paradise Race Track 0 3,722 0 10,665
-------- -------- -------- --------
131,603 153,911 265,610 310,566
-------- -------- -------- --------
Expenses:
Belterra Casino & Resort 28,196 0 54,008 0
Boomtown Reno 18,745 18,626 35,490 34,571
Boomtown New Orleans 18,518 17,321 36,854 34,986
Casino Magic Biloxi 17,369 17,481 35,653 34,223
Casino Magic Bossier City 27,180 24,906 54,637 50,423
Casino Magic Argentina 3,169 3,461 6,353 6,791
Card clubs and other 45 101 203 197
Pinnacle Entertainment, Inc. - Corporate 4,258 4,360 8,858 9,148
-------- -------- -------- --------
117,480 86,256 232,056 170,339
-------- -------- -------- --------
Operations sold or disposed
Boomtown Biloxi 0 12,628 0 26,373
Casino Magic Bay St. Louis 0 16,224 0 32,552
Turf Paradise Race Track 0 2,745 0 7,108
-------- -------- -------- --------
117,480 117,853 232,056 236,372
-------- -------- -------- --------
Non-recuring income (expenses):
Gain on disposition of assets, net 581 35,587 581 59,441
Pre-opening costs, Belterra Casino Resort (412) (3,713) (610) (5,456)
Proposed merger costs 464 (1,500) 464 (2,125)
-------- -------- -------- --------
633 30,374 435 51,860
-------- -------- -------- --------
Subtotal $ 14,756 $ 66,432 $ 33,989 $126,054
Depreciation and amortization:
Belterra Casino Resort 3,075 43 6,065 81
Boomtown Reno 1,940 1,910 3,937 3,810
Boomtown New Orleans 1,447 1,421 2,860 2,922
Casino Magic Biloxi 1,670 1,842 3,335 3,694
Casino Magic Bossier City 2,134 2,110 4,256 4,204
Casino Magic Argentina 344 396 703 802
Card clubs and other 953 982 1,921 1,968
Pinnacle Entertainment, Inc. - Corporate 572 1,002 1,146 2,016
-------- -------- -------- --------
12,135 9,706 24,223 19,497
Operations sold or disposed
Boomtown Biloxi 0 942 0 1,841
Casino Magic Bay St. Louis 0 783 0 2,397
Turf Paradise Race Track 0 233 0 520
-------- -------- -------- --------
12,135 11,664 24,223 24,255
-------- -------- -------- --------
Operating income 2,621 54,768 9,766 101,799
Interest income 1,428 3,183 3,276 6,372
Interest expense, net of capitalized interest (12,311) (14,262) (24,618) (30,331)
-------- -------- -------- --------
(Loss) income before income taxes (8,262) 43,689 (11,576) 77,840
Income tax (benefit) expense (2,975) 17,457 (4,168) 29,696
-------- -------- -------- --------
Net income ($5,287) $ 26,232 ($7,408) $ 48,144
======== ======== ======== ========
Net income per common share:
Net income - basic ($0.20) $1.00 ($0.28) $1.83
Net income - diluted ($0.20) $0.96 ($0.28) $1.76
Number of shares:
Basic 25,996 26,303 26,141 26,281
Diluted 25,996 27,345 26,141 27,326
31
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Pinnacle Entertainment, Inc.
(Registrant)
By: /s/ Paul R. Alanis Dated: August 13, 2001
------------------------------------
Paul R. Alanis
President, Chief Executive and Operating Officer
(Principal Executive Officer)
By: /s/ Bruce C. Hinckley Dated: August 13, 2001
------------------------------------
Bruce C. Hinckley
Senior Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
32