<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
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 0-26922
COAST RESORTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0345704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
4500 West Tropicana Ave., Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip code)
(702) 365-7000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last
report.)
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
------ ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Shares of Common Stock outstanding as of March 31, 1997: 1,494,352.94
================================================================================
<PAGE>
Item 1. Financial Statements.
COAST RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 38,237 $ 61,567
Accounts receivable, net 4,003 3,659
Other current assets 16,101 13,660
-------- --------
TOTAL CURRENT ASSETS 58,341 78,886
PROPERTY AND EQUIPMENT, net 285,291 286,580
OTHER ASSETS 6,429 6,780
-------- --------
$350,061 $372,246
======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................................ $ 6,383 $ 13,479
Accrued liabilities......................................................... 28,636 23,864
Construction accounts payable............................................... 5,634 23,517
Current portion of long-term debt........................................... 7,639 6,781
-------- --------
TOTAL CURRENT LIABILITIES................................................. 48,292 67,641
LONG-TERM DEBT, less current portion.......................................... 193,107 195,764
DEFERRED RENT................................................................. 5,949 4,929
OTHER LIABILITIES............................................................. 5,757 4,863
-------- --------
TOTAL LIABILITIES............................................................. 253,105 273,197
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 10,000,000 (1997) and 500,000
(1996) shares authorized, no shares issued and outstanding -- --
Common Stock, $.01 par value, 75,000,000 (1997) and 2,000,000
(1996) shares authorized, 1,494,353 shares issued and outstanding 15 15
Additional paid - in capital................................................. 95,398 95,398
Retained earnings............................................................ 1,543 3,636
-------- --------
TOTAL STOCKHOLDERS' EQUITY................................................. 96,956 99,049
-------- --------
$350,061 $372,246
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1997 and 1996
(amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
1997 1996
----------------- -----------------
<S> <C> <C>
OPERATING REVENUES:
Casino ...................................... $ 51,901 $ 35,919
Food and beverage ........................... 15,279 9,880
Hotel ....................................... 7,046 3,521
Other ....................................... 4,473 2,451
----------- -----------
GROSS OPERATING REVENUES ................. 78,699 51,771
Less: promotional allowances ............... (6,320) (4,359)
----------- -----------
NET OPERATING REVENUES ................... 72,379 47,412
----------- -----------
OPERATING EXPENSES:
Casino ...................................... 27,712 16,939
Food and beverage ........................... 12,817 7,404
Hotel ....................................... 2,989 1,680
Other ....................................... 3,717 1,871
General and administrative .................. 16,807 9,279
Deferred rent ............................... 1,019 440
Depreciation and amortization ............... 4,719 1,760
----------- -----------
TOTAL OPERATING EXPENSES ........................ 69,780 39,373
----------- -----------
OPERATING INCOME ......................... 2,599 8,039
----------- -----------
OTHER INCOME (EXPENSES)
Interest expense ............................ (6,480) (4,306)
Interest income ............................. 98 963
Interest capitalized ........................ -- 701
Gain on disposal of assets .................. 829 --
----------- -----------
TOTAL OTHER INCOME (EXPENSES) ................... (5,553) (2,642)
----------- -----------
INCOME (LOSS) BEFORE INCOME TAX PROVISION ....... (2,954) 5,397
----------- -----------
INCOME TAX (BENEFIT) PROVISION .................. (861) 4,389
----------- -----------
NET INCOME (LOSS) ............................... $ (2,093) $ 1,008
=========== ===========
NET INCOME (LOSS) PER SHARE OF COMMON STOCK...... $ (1.40) $ 0.72
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING....... 1,494,353 1,407,434
=========== ===========
PRO FORMA DATA (reflecting change in tax status):
Provision for income taxes .................. (861) 1,889
----------- -----------
Net income (loss) ........................... $ (2,093) $ 3,508
=========== ===========
Net income (loss) per share of common stock. $ (1.40) $ 2.49
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 1997 and 1996
(amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................................................. $ (2,093) $ 1,008
--------- ---------
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization............................................... 4,719 1,760
Provision for bad debts..................................................... 61 --
Gain on disposal of assets.................................................. (829) --
Other non-cash expenses..................................................... 1,163 3,026
Changes in assets and liabilities:
Net increase in accounts receivable and other assets........................ (1,945) (1,756)
Net increase (decrease) in accounts payable and accrued liabilities......... (2,320) 1,987
--------- ---------
TOTAL ADJUSTMENTS.............................................................. 849 5,017
--------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES............................ (1,244) 6,025
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.......................................................... (21,215) (13,682)
Proceeds from disposal of assets.............................................. 1,072 --
Net additions to restricted cash equivalents.................................. -- (123,523)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES......................................... (20,143) (137,205)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt,
net of discounts and commissions............................................. -- 164,124
Principal payments on long-term debt.......................................... (1,943) (586)
Proceeds from borrowings under bank line of credit............................ -- 1,045
Principal payments on bank line of credit..................................... -- (29,200)
Payments for debt issue costs................................................. -- (716)
--------- ---------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES........................... (1,943) 134,667
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (23,330) 3,487
CASH AND CASH EQUIVALENTS, at beginning of year................................. 61,567 14,543
--------- ---------
CASH AND CASH EQUIVALENTS, at end of period..................................... $38,237 $ 18,030
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION
Background Information
Coast Resorts, Inc. ("Coast Resorts" or the "Company") is a Nevada
corporation and serves as a holding company for Coast Hotels and Casinos, Inc.
("Coast Hotels") and Coast West, Inc. ("Coast West"). Through Coast Hotels, the
Company owns and operates the following Las Vegas hotel-casinos:
. Gold Coast Hotel and Casino, approximately one mile west of the Las
Vegas Strip on Flamingo Road.
. Barbary Coast Hotel and Casino, located on the Las Vegas Strip.
. The Orleans Hotel and Casino, located approximately one mile west of
the Las Vegas Strip on Tropicana Avenue.
Coast West has no operations but holds a long-term lease (the "Coast
West Lease") on approximately fifty acres of land in Las Vegas on which the
Company may develop and operate a future hotel-casino.
The Gold Coast and Barbary Coast hotel-casinos had previously been
owned and operated independently by two partnerships, Gold Coast Hotel and
Casino, a Nevada limited partnership, and Barbary Coast Hotel and Casino, a
Nevada general partnership (collectively, the "Predecessor Partnerships"). On
January 1, 1996, the partners of the Predecessor Partnerships completed a
reorganization (the "Reorganization") with Coast Resorts. Coast Resorts was
formed in September 1995 for the purpose of effecting such Reorganization of the
Predecessor Partnerships. Coast Resorts, Gold Coast and Barbary Coast were all
related through common ownership and management control.
In the Reorganization, the partners of the Predecessor Partnerships
each transferred to Coast Resorts their respective partnership interests in the
Predecessor Partnerships in exchange for an aggregate of 1,000,000 shares of
common stock, par value $.01 per share, of Coast Resorts ("Coast Resorts Common
Stock"). Coast Resorts immediately contributed to Coast Hotels all of the assets
and liabilities of the Predecessor Partnerships other than those relating to the
Coast West Lease, which Coast Resorts contributed to Coast West. Coast Resorts
retained the liability for an aggregate principal amount of $51.0 million in
notes payable to former partners and retained the liability for $1.5 million
relating to demand notes due to a related party (the "Exchange Liabilities"). On
January 16, 1996, the Exchange Liabilities were exchanged for 494,353 shares of
Coast Resorts Common Stock, based upon management's estimate of the fair market
value of such Coast Resorts Common Stock.
5
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION
(Continued)
Basis of Presentation
The accompanying financial statements are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The unaudited
financial statements should be read in conjunction with the audited financial
statements and footnotes for the year ended December 31, 1996. In the opinion of
management, all adjustments and normal recurring accruals considered necessary
for a fair presentation of the results for the interim period have been
included. The interim results reflected in the unaudited financial statements
are not necessarily indicative of expected results for the full year.
NOTE 2 - CONSTRUCTION COMMITMENTS
In the first quarter of 1997, the Company began construction of Phase
Two of The Orleans. The project, expected to cost $35 to $40 million, will
include twelve movie theaters, a child care facility, additional restaurants,
gaming facilities and space for live entertainment. In addition, the Company
began construction in the first quarter of a new restaurant at the Barbary
Coast, estimated to cost $1.3 million. As of March 31, 1997, the Company had
expended $3.6 million and $.1 million, respectively, related to the two
construction projects.
NOTE 3 - INCOME TAXES
Prior to the Reorganization, the Company operated as individual
partnerships which did not pay federal income taxes. The partners of the
Predecessor Partnerships were taxed on their proportionate share of each of
their respective partnership's taxable income or loss. Effective January 1, 1996
and in connection with the Reorganization, the Predecessor Partnerships were
terminated. The change in status to a "C" corporation resulted in the
recognition of net deferred tax liabilities, and a corresponding charge to
earnings through the income tax provision of approximately $2.5 million for the
quarter ended March 31, 1996. In addition, upon termination of the partnership
tax status on January 1, 1996, all undistributed earnings of the Predecessor
Partnerships were reclassified to additional paid-in capital.
The pro forma provision for income taxes and the related pro forma net
income reflect adjustments to income taxes assuming that the recognition of net
deferred tax liabilities occurred prior to January 1, 1996.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, certain
financial information regarding the results of operations of the Company:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Net Operating Revenues:
Gold Coast ................................. $ 32,527 $ 35,714
Barbary Coast .............................. 12,461 11,698
The Orleans ................................ 27,391 --
-------- --------
$ 72,379 $ 47,412
======== ========
Operating Income (Loss):
Gold Coast ................................. $ 6,351 $ 8,594
Barbary Coast .............................. 820 962
The Orleans ................................ (2,481) --
Corporate Expenses ......................... (2,091) (1,517)
-------- --------
$ 2,599 $ 8,039
======== ========
</TABLE>
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996
Coast Resorts, Inc.
Net operating revenues for the Company were $72.4 million in the first
quarter of 1997 compared to $47.4 million in the first quarter of 1996, an
increase of 52.7% due to the first full quarter of operations of the Company's
newest hotel-casino, The Orleans. Operating income was $2.6 million in the
quarter ended March 31, 1997 compared to $8.0 million in the same quarter in
1996, primarily as a result of an operating loss of $2.5 million at The Orleans,
as well as a decline in operating income at the Gold Coast and Barbary Coast.
The Company experienced a net loss of $2.1 million in the first quarter of 1997
compared to net income of $1.0 million in the same period in 1996, reflecting
the net operating loss at The Orleans as well as an increase in net interest
expense of $3.7 million.
Coast Hotels and Casinos, Inc.
Net loss for the Company's operating subsidiary, Coast Hotels, was $1.6
million for the first quarter of 1997, compared to net income of $1.3 million
for the same period in 1996. The decrease was primarily due to the net loss at
the Company's newest hotel-casino, The Orleans, which was in its first full
quarter of operations. As is more fully described below, The Orleans experienced
lower than expected revenues in the quarter, as well as significant expenses
which management believes are attributable to the start-up nature of the
property. Additionally, net loss for the quarter was impacted by a $3.7 million
increase in net interest expense over the same period in 1996.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
Gold Coast. Net operating revenues at the Gold Coast were $32.5 million
for the quarter ended March 31, 1997, a decrease of 8.9% over net revenues of
$35.7 million in the first quarter of 1996. (Percentages are actual and are not
adjusted for rounding.) The decreased revenues were primarily the result of a
lower win percentage in keno and the sports book, as well as lower revenues in
most other areas which management attributes to the openings of new casinos
(including The Orleans) and expanded capacity in others. Casino revenues at the
Gold Coast were $23.8 million in the quarter ended March 31, 1997 compared to
$26.7 million in the same period in 1996, a decrease of 10.8% largely
attributable to lower win percentages in keno and the sports book resulting in
revenue decreases of 45.4% and 68.6%, respectively. Additionally, slot revenues
declined by 7.6% as a result of lower customer wagering volume. Hotel revenues
increased 4.1% over the first quarter of 1996 as an increase in the average room
rate was partially offset by a 12.3% decrease in room occupancy. Food and
beverage revenues decreased 11.6% as a result of lower customer volume.
Operating income at the Gold Coast was $6.4 million in the first
quarter, a decrease of 26.1% from first quarter 1996 operating income of $8.6
million. A decrease in operating expenses of 3.5% related to lower customer
volume was offset by the decrease in revenues discussed above.
Barbary Coast. Net operating revenues at the Barbary Coast were $12.5
million in the quarter ended March 31, 1997, an increase of 6.5% over first
quarter 1996 revenues of $11.7 million. Casino revenues increased 8.1%,
primarily as a result of increased race book revenues attributable to higher
wagering volume. The race book revenues were partially offset by lower win
percentages in keno and the sports book. Food and beverage revenues decreased
8.4%, primarily as a result of lower customer volume, which management
attributes to decreased foot traffic as the January opening of the New York, New
York Hotel and Casino focused more tourist attention on the south end of the Las
Vegas Strip. Hotel and other revenues remained relatively flat compared to the
first quarter of 1996.
Operating income at the Barbary Coast declined 14.8% in the quarter
ended March 31, 1997, primarily as a result of increased promotional and
marketing expenses related to the increased casino revenues. Other operating
expenses in the first quarter remained relatively flat compared to the first
quarter of 1996.
The Orleans. Net operating revenues at The Orleans were $27.4 million
in the three months ended March 31, 1997, the first full quarter of operations
for the hotel-casino which opened December 18, 1996. Casino revenues were $18.1
million in the quarter, as The Orleans experienced lower than anticipated
wagering volume. Food and beverage, hotel and other revenues were also below
management expectations in the first quarter.
First quarter operating loss at The Orleans was $2.5 million, primarily
as a result of lower than expected revenues, as well as the high payroll and
marketing costs associated with a new gaming operation.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
Coast West, Inc.
Coast West, Inc. has no operations but holds a lease on approximately
fifty acres of land held for possible future development. The net loss before
income tax benefit for Coast West was $968,000 in the first quarter of 1997
compared to $955,000 in 1996. Lease expense was $955,000 for each of the
quarters ended March 31, 1997 and 1996 (including $425,000 and $440,000 in
deferred rent, respectively).
Liquidity and Capital Resources
The Company's principal sources of liquidity have consisted of cash
provided by operating activities and, until termination of a bank credit
facility in January 1996, bank financing. On January 30, 1996, the Company
issued $175.0 million principal amount of 13% first mortgage notes due 2002
("First Mortgage Notes"). The net proceeds from the issuance, after deducting
discounts and commissions, were approximately $164.1 million. Of that amount,
approximately $29.2 million was used by the Company to repay all outstanding
indebtedness under the Company's revolving credit facility, which was
terminated, $19.3 million was deposited into an escrow account to fund the
Company's first two semi-annual interest payments on the First Mortgage Notes,
and approximately $114.8 million was applied to the cost of developing The
Orleans. The balance of approximately $800,000 was used to pay, in part, the
offering expenses of approximately $2.4 million. Additionally, approximately $30
million of equipment at The Orleans was financed through capital leases. The
Company is permitted by the indenture pursuant to which the First Mortgage Notes
were issued to borrow up to an additional $20 million for working capital
purposes.
The Company's consolidated cash requirements, in addition to debt
service on the First Mortgage Notes and equipment capital leases, include land
lease payments for its properties, ongoing maintenance capital expenditures at
its existing facilities and periodic enhancements to those facilities. The
Company's capital expenditures (exclusive of those associated with the
development and construction of The Orleans) for 1996 were approximately $6.2
million, most of which related to normal maintenance capital expenditures.
Management expects that maintenance capital expenditures for 1997 will be
approximately $7.0 million. In the first quarter of 1997, the Company began
construction of Phase Two of The Orleans. The project, expected to cost $35 to
$40 million, will include twelve movie theaters, a child care facility,
additional restaurants, gaming facilities and space for live entertainment. In
addition, the Company began construction in the first quarter of a new
restaurant at the Barbary Coast, estimated to cost $1.3 million. The Company
expects to finance the capital projects with existing cash reserves, on-going
cash from operations and, if necessary, debt and/or equity financing. No
assurance can be given that cash from operations, in combination with cash
reserves, will be sufficient for the second phase of The Orleans and the Barbary
Coast restaurant, or that debt and/or equity financing, if necessary, will be
obtainable.
9
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Forward Looking Statements
The statements in this Management's Discussion and Analysis which are
not historical fact are forward looking statements that are made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.
The statements are subject to risks and uncertainties, including, but not
limited to increased competition, both in Nevada and other jurisdictions,
dependence on the Las Vegas area and the Southern California region for a
majority of the Company's customers and uncertainties associated with
construction projects, including the related disruption of operations and the
availability of financing, if necessary.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
10
<PAGE>
PART II. OTHER INFORMATION
Item 1: Legal Proceedings.
-----------------
None.
Item 2: Changes in Securities.
---------------------
None.
Item 3: Defaults Upon Senior Securities.
-------------------------------
None.
Item 4: Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None.
Item 5: Other Information.
-----------------
None.
Item 6: Exhibits and Reports on Form 8-K:
--------------------------------
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the three
months ended March 31, 1997.
11
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: May 15, 1997 COAST RESORTS, INC., a Nevada corporation
By: /s/ Gage Parrish
---------------------------------------------
Gage Parrish
Vice President and Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 38,237
<SECURITIES> 0
<RECEIVABLES> 4,464
<ALLOWANCES> 461
<INVENTORY> 6,279
<CURRENT-ASSETS> 58,341
<PP&E> 354,660
<DEPRECIATION> 69,369
<TOTAL-ASSETS> 350,061
<CURRENT-LIABILITIES> 48,292
<BONDS> 193,107
0
0
<COMMON> 15
<OTHER-SE> 96,941
<TOTAL-LIABILITY-AND-EQUITY> 350,061
<SALES> 0
<TOTAL-REVENUES> 72,379
<CGS> 0
<TOTAL-COSTS> 47,235
<OTHER-EXPENSES> 22,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,480
<INCOME-PRETAX> (2,954)
<INCOME-TAX> (861)
<INCOME-CONTINUING> (2,093)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,093)
<EPS-PRIMARY> (1.40)
<EPS-DILUTED> 0
</TABLE>
