UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22494
AMERISTAR CASINOS, INC.
| Nevada | 88-0304799 | |
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|
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| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89109
(702) 567-7000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
As of August 8, 2003, 26,488,403 shares of Common Stock of the registrant were issued and outstanding.
AMERISTAR CASINOS, INC.
FORM 10-Q
INDEX
| Page No(s). | ||||||
Part I. FINANCIAL INFORMATION |
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Item 1. Financial Statements: |
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A. Condensed Consolidated Balance Sheets (unaudited) at December 31, 2002 and June 30, 2003 |
2 | |||||
B. Condensed Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2002 and June 30, 2003 |
3 | |||||
C. Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2002 and June 30, 2003 |
4 | |||||
D.
Notes to Unaudited Condensed Consolidated Financial Statements |
5-9 | |||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
10-18 | |||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
19 | |||||
Item 4. Controls and Procedures |
19 | |||||
Part II. OTHER INFORMATION |
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Item 6. Exhibits and Reports on Form 8-K |
20 | |||||
SIGNATURE |
21 | |||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERISTAR CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
(Unaudited)
ASSETS
| December 31, | June 30, | |||||||||||
| 2002 | 2003 | |||||||||||
CURRENT ASSETS: |
||||||||||||
Cash and cash equivalents |
$ | 90,573 | $ | 102,241 | ||||||||
Accounts receivable, net |
4,952 | 3,988 | ||||||||||
Income tax refund receivable |
11,614 | 1,215 | ||||||||||
Inventories |
6,585 | 6,366 | ||||||||||
Prepaid expenses |
9,413 | 7,513 | ||||||||||
Deferred income taxes |
8,545 | 10,281 | ||||||||||
Assets held for sale |
335 | 305 | ||||||||||
Total current assets |
132,017 | 131,909 | ||||||||||
PROPERTY AND EQUIPMENT, net of accumulated depreciation and
amortization of $186,986 and $215,471, respectively |
916,377 | 913,838 | ||||||||||
EXCESS OF PURCHASE PRICE OVER FAIR MARKET VALUE OF NET
ASSETS ACQUIRED |
82,020 | 81,418 | ||||||||||
DEPOSITS AND OTHER ASSETS |
26,893 | 26,481 | ||||||||||
TOTAL ASSETS |
$ | 1,157,307 | $ | 1,153,646 | ||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Accounts payable |
$ | 17,044 | $ | 10,411 | ||||||||
Construction contracts payable |
26,510 | 12,089 | ||||||||||
Accrued liabilities |
63,343 | 69,155 | ||||||||||
Current obligations under capitalized leases |
1,231 | 1,294 | ||||||||||
Current maturities of long-term debt |
36,628 | 35,268 | ||||||||||
Total current liabilities |
144,756 | 128,217 | ||||||||||
OBLIGATIONS UNDER CAPITALIZED LEASES, net of current maturities |
953 | 289 | ||||||||||
LONG-TERM DEBT, net of current maturities |
759,712 | 729,636 | ||||||||||
DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES |
49,690 | 64,045 | ||||||||||
COMMITMENTS AND CONTINGENCIES |
||||||||||||
STOCKHOLDERS EQUITY: |
||||||||||||
Preferred stock, $.01 par value: Authorized 30,000,000 shares; issued None |
| | ||||||||||
Common
stock, $.01 par value: Authorized 60,000,000 shares; issued and outstanding 26,244,985 shares at
December 31, 2002 and 26,484,456 shares at June 30, 2003 |
262 | 265 | ||||||||||
Additional paid-in capital |
146,631 | 148,749 | ||||||||||
Accumulated other comprehensive loss |
(2,960 | ) | (2,005 | ) | ||||||||
Retained earnings |
58,263 | 84,450 | ||||||||||
Total stockholders equity |
202,196 | 231,459 | ||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 1,157,307 | $ | 1,153,646 | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
AMERISTAR CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
| Three Months | Six Months | ||||||||||||||||
| Ended June 30, | Ended June 30, | ||||||||||||||||
| 2002 | 2003 | 2002 | 2003 | ||||||||||||||
REVENUES: |
|||||||||||||||||
Casino |
$ | 162,345 | $ | 188,128 | $ | 318,670 | $ | 371,888 | |||||||||
Food and beverage |
19,167 | 24,734 | 37,683 | 49,500 | |||||||||||||
Rooms |
6,519 | 6,565 | 12,137 | 12,071 | |||||||||||||
Other |
4,495 | 5,787 | 8,640 | 10,437 | |||||||||||||
| 192,526 | 225,214 | 377,130 | 443,896 | ||||||||||||||
Less: Promotional allowances |
26,235 | 30,388 | 48,044 | 60,550 | |||||||||||||
Net revenues |
166,291 | 194,826 | 329,086 | 383,346 | |||||||||||||
OPERATING EXPENSES: |
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Casino |
69,221 | 86,142 | 136,272 | 170,661 | |||||||||||||
Food and beverage |
11,923 | 13,917 | 23,125 | 28,030 | |||||||||||||
Rooms |
1,859 | 1,460 | 3,673 | 3,061 | |||||||||||||
Other |
3,165 | 2,501 | 5,916 | 5,909 | |||||||||||||
Selling, general and administrative |
35,057 | 35,604 | 69,373 | 69,989 | |||||||||||||
Depreciation and amortization |
10,327 | 15,767 | 20,423 | 30,778 | |||||||||||||
Impairment loss on assets held for sale |
4,136 | 88 | 4,136 | 540 | |||||||||||||
Preopening expenses |
1,326 | | 1,476 | | |||||||||||||
Total operating expenses |
137,014 | 155,479 | 264,394 | 308,968 | |||||||||||||
Income from operations |
29,277 | 39,347 | 64,692 | 74,378 | |||||||||||||
OTHER INCOME (EXPENSE): |
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Interest income |
38 | 104 | 86 | 211 | |||||||||||||
Interest expense, net |
(9,356 | ) | (16,635 | ) | (19,996 | ) | (33,229 | ) | |||||||||
Other |
(48 | ) | 147 | (97 | ) | 34 | |||||||||||
INCOME BEFORE INCOME TAX PROVISION |
19,911 | 22,963 | 44,685 | 41,394 | |||||||||||||
Income tax provision |
7,280 | 8,496 | 16,606 | 15,207 | |||||||||||||
NET INCOME |
$ | 12,631 | $ | 14,467 | $ | 28,079 | $ | 26,187 | |||||||||
EARNINGS PER SHARE: |
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Net income: |
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Basic |
$ | 0.48 | $ | 0.55 | $ | 1.08 | $ | 1.00 | |||||||||
Diluted |
$ | 0.47 | $ | 0.54 | $ | 1.04 | $ | 0.97 | |||||||||
WEIGHTED AVERAGE SHARES
OUTSTANDING: |
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Basic |
26,078 | 26,377 | 26,021 | 26,318 | |||||||||||||
Diluted |
27,112 | 27,012 | 27,042 | 26,866 | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
AMERISTAR CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
| Six Months | |||||||||
| Ended June 30, | |||||||||
| 2002 | 2003 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
28,079 | $ | 26,187 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
|||||||||
Depreciation and amortization |
20,423 | 30,778 | |||||||
Amortization of debt issuance costs and debt discounts |
2,242 | 2,498 | |||||||
Change in value of interest rate collar agreement |
(314 | ) | (1,013 | ) | |||||
Net increase in deferred compensation liability |
2,332 | 281 | |||||||
Impairment loss on assets held for sale |
4,136 | 540 | |||||||
Net loss (gain) on disposition of assets |
41 | (34 | ) | ||||||
Change in deferred income taxes |
16,158 | 14,088 | |||||||
Decrease in accounts receivable, net |
1,560 | 964 | |||||||
Decrease in income tax refund receivable |
| 10,399 | |||||||
Decrease (increase) in inventories |
(89 | ) | 219 | ||||||
Decrease in prepaid expenses |
1,021 | 1,900 | |||||||
Decrease in assets held for sale |
| 30 | |||||||
Decrease in accounts payable |
(3,292 | ) | (6,633 | ) | |||||
Increase in accrued liabilities |
3,949 | 5,812 | |||||||
Total adjustments |
48,167 | 59,829 | |||||||
Net cash provided by operating activities |
76,246 | 86,016 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures |
(164,657 | ) | (29,221 | ) | |||||
Increase (decrease) in construction contracts payable |
13,925 | (14,421 | ) | ||||||
Proceeds from sale of assets |
44 | 476 | |||||||
Decrease (increase) in deposits and other non-current assets |
(2,717 | ) | 145 | ||||||
Net cash used in investing activities |
(153,405 | ) | (43,021 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||||
Proceeds from issuance of long-term debt |
85,677 | | |||||||
Principal payments of long-term debt and capitalized leases |
(4,247 | ) | (32,346 | ) | |||||
Debt issuance costs and amendment fees |
(936 | ) | (160 | ) | |||||
Proceeds from stock option exercises |
1,343 | 1,179 | |||||||
Net cash provided by (used in) financing activities |
81,837 | (31,327 | ) | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
4,678 | 11,668 | |||||||
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD |
41,143 | 90,573 | |||||||
CASH AND CASH EQUIVALENTS END OF PERIOD |
$ | 45,821 | $ | 102,241 | |||||
SUPPLEMENTAL CASH FLOW DISCLOSURES: |
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Cash paid for interest, net of amounts capitalized |
$ | 13,314 | $ | 30,852 | |||||
Cash paid for federal and state income taxes (net of refunds received) |
$ | 6,338 | $ | (9,746 | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
AMERISTAR CASINOS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Principles of consolidation and basis of presentation
The accompanying condensed consolidated financial statements include the accounts of Ameristar Casinos, Inc. (ACI) and its wholly owned subsidiaries (collectively, the Company). Through its subsidiaries, the Company owns and operates six casino properties in five markets. The Companys properties consist of Ameristar Casino St. Charles, located in St. Charles, Missouri serving the St. Louis metropolitan area; Ameristar Casino Hotel Kansas City, located in Kansas City, Missouri; Ameristar Casino Hotel Council Bluffs, located in Council Bluffs, Iowa serving the Omaha, Nebraska/Council Bluffs metropolitan area; Ameristar Casino Hotel Vicksburg, located in Vicksburg, Mississippi; and Cactus Petes Resort Casino and The Horseshu Hotel & Casino, located in Jackpot, Nevada at the Idaho border. The Company views each property as an operating segment and all such operating segments have been aggregated into one reporting segment. All significant intercompany transactions have been eliminated.
The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles. However, they do contain all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the Companys financial position and its results of operations for the interim periods included therein. The interim results reflected in these financial statements are not necessarily indicative of results to be expected for the full fiscal year.
Certain of the Companys accounting policies require that the Company apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Companys judgments are based in part on its historical experience, terms of existing contracts, observance of trends in the gaming industry and information available from other outside sources. There is no assurance, however, that actual results will conform to estimates. To provide an understanding of the methodology the Company applies in the preparation of the condensed consolidated financial statements, significant accounting policies and the basis of presentation are discussed where appropriate in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report. In addition, critical accounting policies and estimates are also discussed in Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations and the notes to the Companys audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2002.
The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.
5
Certain reclassifications, having no effect on net income, have been made to the prior periods condensed consolidated financial statements to conform to the current periods presentation. The Company previously recorded expense related to its point-based complimentary goods and services/cash rebates of $4.8 million and $9.1 million for the quarter and six months ended June 30, 2002, respectively, as a reduction of casino revenue. The Company has reclassified these charges as an increase to promotional allowances to be consistent with industry practice.
Note 2 Long-term debt
At June 30, 2003, the Companys principal long-term debt was composed of $380.8 million of senior credit facilities and $380.0 million in aggregate principal amount of 10.75% senior subordinated notes due 2009. At June 30, 2003, the senior credit facilities consisted of a $75 million revolving credit facility with no outstanding debt and three term loans aggregating $380.8 million in outstanding debt. At June 30, 2003, the amount of the revolving credit facility available for borrowing was $67.6 million, after giving effect to $7.4 million of outstanding letters of credit. Each of the facilities bears interest at a variable rate equal to, at the Companys option, LIBOR (in the case of Eurodollar loans) or the prime rate (in the case of base rate loans), plus an applicable margin. The senior credit facilities and the indenture governing the senior subordinated notes require the Company to comply with various financial and other covenants. At June 30, 2003, the Company was in compliance with all covenants.
The Company seeks to manage interest rate risk associated with variable rate borrowings through balancing fixed-rate and variable-rate borrowings and the use of derivative financial instruments designated as cash flow hedges. Derivative financial instruments are recognized as assets or liabilities, with changes in fair value affecting net income or comprehensive income (loss). Under an interest rate swap agreement entered into in April 2001, the interest rate on $100 million of LIBOR-based borrowings under the senior credit facilities is fixed at 5.07% plus the applicable margin. As of June 30, 2003, the liability associated with the swap agreement was $3.0 million. As a result of the interest rate swap agreement, the Company paid $1.0 million and $0.8 million of additional interest expense for the three months ended June 30, 2003 and 2002, respectively, and $1.9 million and $1.6 million for the six months ended June 30, 2003 and 2002, respectively.
Under an interest rate collar agreement entered into in 1998, $50.0 million of LIBOR-based borrowings under the revolving credit/term loan facility and term loan A of the senior credit facilities have a LIBOR floor rate of 5.39% and a LIBOR ceiling rate of 6.75%, plus the applicable margin. The collar agreement terminated on June 30, 2003. At June 30, 2003 and December 31, 2002, the value of the collar agreement was $0 and $1.0 million, respectively. The value of the collar agreement was recorded as a liability in other long-term liabilities as of December 31, 2002. During the three months ended June 30, 2003 and 2002, the Company reduced interest expense by $0.5 million and $0.2 million, respectively, as a result of a decrease in the liability associated with the collar agreement. The collar agreement reduced interest expense by $1.0 million and $0.3 million for the six months ended June 30, 2003 and 2002, respectively.
6
Note 3 Earnings per share
The weighted average number of shares of common stock and common stock equivalents used in the computation of basic and diluted earnings per share is set forth in the table below. All outstanding stock options with an exercise price lower than the market price as of the last day of each period presented have been included in the calculation of diluted earnings per share.
| Three Months | Six Months | |||||||||||||||
| Ended June 30, | Ended June 30, | |||||||||||||||
| 2002 | 2003 | 2002 | 2003 | |||||||||||||
| (Amounts in Thousands) | ||||||||||||||||
Weighted average number of shares
outstanding basic earnings per share |
26,078 | 26,377 | 26,021 | 26,318 | ||||||||||||
Dilutive effect of stock options |
1,034 | 635 | 1,021 | 548 | ||||||||||||
Weighted average number of shares
outstanding diluted earnings per share |
27,112 | 27,012 | 27,042 | 26,866 | ||||||||||||
Note 4 Commitments and contingencies
The Companys employee health care benefits program is self-funded up to a maximum amount per claim. Claims in excess of this maximum amount are fully insured through a stop-loss insurance policy. Accruals are based on claims filed and estimates of claims incurred but not reported. At December 31, 2002 and June 30, 2003, the Companys liabilities for unpaid and incurred but not reported claims totaled $3.6 million and $4.2 million, respectively, and are included in accrued liabilities in the accompanying condensed consolidated balance sheets. While the total cost of claims incurred depends on future developments, in managements opinion, recorded reserves are adequate to cover the payment of future claims.
Note 5 Comprehensive income
Comprehensive income represents all changes in stockholders equity from non-owner sources during each period presented. Comprehensive income includes changes in the fair value of the interest rate swap agreement described in Note 2 above.
7
| Three Months | Six Months | |||||||||||||||
| Ended June 30,< | ||||||||||||||||