UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) |
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For the quarterly period ended June 30, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) |
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For the transition period from to |
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Commission file number 333-114335
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POSTER FINANCIAL GROUP, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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56-2370836 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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129 E. Fremont Street, Las Vegas, Nevada |
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(Address of principal executive offices) |
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89101 |
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(Zip Code) |
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(702) 385-7111 |
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(Registrant’s telephone number, including area code) |
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N/A |
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(Former name, former address and former fiscal year, if changed since last report) |
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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 o No ý
Indicate by check mark whether the registrant is an accelerated filer. Yeso No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, no par value, 100 outstanding shares as of August 16, 2004
Form 10-Q
TABLE OF CONTENTS
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Poster Financial Group, Inc. |
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Consolidated Balance Sheets as of December 31, 2003 and June 30, 2004 (unaudited) |
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Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2004 (unaudited) |
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Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2004 (unaudited) |
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Golden Nugget Group (1) |
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Combined Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003 (unaudited) |
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(1) |
Poster Financial Group, Inc. completed the acquisition of the Golden Nugget Group on January 23, 2004. When a registrant acquires a business, it is required under Rule 3-05 of Regulation S-X under the Securities Act to assess the significance of the acquired business to determine whether the acquired business’ historical financial statements must be included with any subsequent financial statements of the acquirer (this requirement relates to both audited annual financial statements and unaudited interim financial statements). The acquisition of the Golden Nugget Group was significant. Accordingly, the financial statements of the Golden Nugget Group are included in this Quarterly Report on Form 10-Q in order to comply with Rule 3-05 of Regulation S-X. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
Part I. Financial Information
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
(Thousands of dollars)
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December 31, 2003 |
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June 30, 2004 |
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(unaudited) |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
— |
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18,932 |
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Restricted cash in escrow |
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159,548 |
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— |
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Accounts receivable, net |
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— |
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10,497 |
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Inventories |
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— |
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4,108 |
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Prepaid expenses and other |
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122 |
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7,088 |
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Total current assets |
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159,670 |
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40,625 |
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Property and equipment, net |
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— |
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188,151 |
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Investment in joint venture |
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— |
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4,739 |
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Deposits and other assets, net |
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13,884 |
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35,486 |
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Total assets |
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$ |
173,554 |
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$ |
269,001 |
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Liabilities and Stockholder’s Equity |
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Current Liabilities |
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Accounts payable |
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$ |
7,696 |
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$ |
11,237 |
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Current portion of notes payable |
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— |
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8,854 |
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Other accrued liabilities |
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1,078 |
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26,379 |
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Amounts due to affiliates |
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376 |
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— |
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Total current liabilities |
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9,150 |
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46,470 |
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Notes payable, net of current portion |
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155,000 |
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173,291 |
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Total liabilities |
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164,150 |
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219,761 |
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Contingencies and Commitments |
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Stockholder’s equity |
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Common stock (no par value; 10,000 shares authorized; 100 shares issued and outstanding) |
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— |
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— |
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Paid-in capital in excess of par value |
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10,883 |
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50,000 |
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Retained earnings (deficit) |
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(1,479 |
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(760 |
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Total stockholder’s equity |
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9,404 |
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49,240 |
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Total liabilities and stockholder’s equity |
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$ |
173,554 |
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$ |
269,001 |
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The accompanying notes are an integral part of these financial statements.
3
Poster
Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Consolidated Statements of Operations
(Thousands of dollars)
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Three Months Ended |
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Six Months Ended |
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(unaudited) |
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(unaudited) |
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Revenues |
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Casino |
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$ |
45,009 |
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$ |
83,955 |
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Rooms |
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12,439 |
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22,497 |
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Food and beverage |
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13,723 |
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22,952 |
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Entertainment, retail and other |
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3,100 |
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5,989 |
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Gross revenues |
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74,271 |
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135,393 |
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Promotional allowances |
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