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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 #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 Identification No.)
incorporation or organization)
4500 West Tropicana Road, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (702) 365-7000
Securities Registered Pursuant To Section 12(B) Of The Act: None
Securities Registered Pursuant To Section 12(G) Of The Act: Common Stock, $ .01
Par Value
(Title of class)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The number of shares of the Registrant's Common Stock outstanding as of March
1, 2000 was 1,478,977.94. The aggregate market value of the Common Stock held
by non-affiliates of the Registrant was $50,796,530 as of March 1, 2000.
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COAST RESORTS, INC.
Table Of Contents
Annual Report On Form 10-K
For The Fiscal Year Ended December 31, 1999
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PART I
Item 1. Business................................................................................. 2
Item 2. Properties............................................................................... 13
Item 3. Legal Proceedings........................................................................ 14
Item 4. Submission of Matters to a Vote of Security Holders...................................... 15
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters............... 16
Item 6. Selected Financial Data................................................................. 17
Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations... 20
Item 8. Financial Statements and Supplementary Data............................................. 24
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.... 24
PART III
Item 10. Executive Officers and Directors of the Registrant...................................... 25
Item 11. Executive Compensation.................................................................. 27
Item 12. Security Ownership of Certain Beneficial Owners and Management.......................... 29
Item 13. Certain Relationships and Related Transactions.......................................... 29
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K....................... 31
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1
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PART I
Item 1. Business
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The Company
Coast Resorts, Inc. ("Coast Resorts"), a Nevada corporation, owns and operates
three Las Vegas hotel-casinos, the Orleans, the Gold Coast and the Barbary
Coast, through its wholly-owned subsidiary, Coast Hotels and Casinos, Inc.
("Coast Hotels"), a Nevada corporation. Our primary target customers for the
Orleans and the Gold Coast are local Las Vegas residents. The Barbary Coast
benefits from foot traffic at its prime location on the Las Vegas Strip. Our
growth strategy includes expanding our existing facilities, as well as
identifying and developing new gaming opportunities, primarily in Las Vegas. We
are currently constructing a fourth hotel-casino, the Suncoast, on a 50-acre
site in west Las Vegas near Summerlin, a rapidly growing master-planned
community. We also own an approximately 29-acre gaming site in North Las Vegas
that we may develop in the future.
Our principal executive office is located at 4500 West Tropicana Road, Las
Vegas, Nevada 89103. The telephone number is (702) 365-7000.
Business And Marketing Strategy
Our business and marketing strategy is to attract gaming customers to our
casinos by offering consistently high quality gaming, hotel, entertainment and
dining experiences at affordable prices. We emphasize attracting and retaining
repeat customers. Our primary target market for the Orleans and Gold Coast
consists of value-oriented local middle-market gaming patrons who gamble
frequently.
Our operating strategy with respect to gaming revenue focuses on slot and
video poker machines because these games accounted for approximately 69% of our
gaming revenues and approximately 50% of our total revenues in the year ended
December 31, 1999. (It is customary in the gaming industry to include video
poker and other gaming machines when using the term "slots" or "slot machines.")
Our marketing efforts include many high profile programs, including slot clubs
and frequent prize drawings for slot players. Other promotions include the
original "Pick the Pros" $1,000,000 football contest, check cashing promotions
and direct mail campaigns.
We believe that the most important factors in successfully operating our
casinos are convenient locations with easy access, a friendly atmosphere, a
value-oriented approach and high quality entertainment and amenities. We believe
that our casinos strongly appeal to the Las Vegas residents who gamble.
Additionally, we offer Las Vegas visitors spacious, well-appointed and
competitively priced guest rooms.
Convenient, Strategic Locations. We believe that our two locals-oriented
properties, the Orleans and the Gold Coast, offer our target customers easily
accessible, convenient locations for gaming and entertainment. The Orleans and
the Gold Coast are both located one to two miles west of the Strip in high
traffic areas close to fast-growing segments of the western Las Vegas valley.
The Orleans and Gold Coast are easily accessible and offer ample parking,
providing our customers with convenient alternatives to the congestion on the
Strip. The Suncoast will have a suburban location conveniently located adjacent
to the fast-growing Summerlin master-planned community with strong demographics,
approximately nine miles from the Strip.
. Friendly Atmosphere. A key element of our strategy is to provide patrons with
friendly, personal service that is designed to foster customer loyalty and
generate repeat business. Locals appreciate a friendly, casual gaming
environment where employees make them feel at home.
2
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Item 1. Business (continued)
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Business And Marketing Strategy (continued)
. Value. We offer value to our gaming patrons by providing video poker and slot
machines with better odds than those traditionally found at Strip casinos due
to lower hold percentages on our slot machines. Locals' perception of value
is also influenced by such things as slot clubs that reward frequent
gamblers. The Orleans and Gold Coast slot clubs offer customers an
opportunity to earn cash and prizes based on their winnings. Because locals
and repeat visitors demand variety and quality in their slot machine play,
our casinos offer the latest slot and video poker technology, including
several games designed exclusively for us. In addition, in order to appeal to
our value-conscious customers, our many restaurants and bars serve generous
portions of quality food and beverages at attractive prices.
. Entertainment, Movie Theaters And Amenities. We believe we compete
effectively with other locals-oriented casinos by offering amenities and
entertainment that our customers demand and that accentuate the perception of
value for our customers. Our properties offer a number of amenities that
generate significant foot traffic through our casinos, including movie
theaters, bowling centers, quality restaurants and a variety of musical
entertainment.
. Entertainment. The Orleans features headliner entertainers in its 850-seat
theater, attracting both local customers and tourists alike. Among the
entertainers who have appeared are Willie Nelson, Ray Charles and the
Righteous Brothers. The entertainment lounges at our hotel-casinos feature
many popular lounge acts.
. Movie Theaters. The Gold Coast was the first hotel-casino in Las Vegas to
offer first-run movies in its twin theaters. The Orleans has twelve
"stadium-seating" movie theaters, which opened in December 1997. Our
theaters are operated through a long-term joint venture with Century
Theaters, one of Las Vegas' leading theater operators, allowing us to
offer a wide variety of first-run movies in our state-of-the-art
facilities.
. Restaurants. We believe that the value offered by the many restaurants at
our casino properties is a major factor in attracting local gaming
customers, as we believe dining is a primary motivation for casino visits
by many locals. All of the restaurants located in our casino properties
offer generous portions of quality food at reasonable prices. In addition,
the Barbary Coast features two award-winning gourmet restaurants,
Michael's and Drai's on the Strip.
. Other Amenities. In addition to the restaurants and theaters mentioned
above, we offer a variety of amenities directed to the locals market,
including our bowling centers at the Gold Coast and the Orleans, which are
among the most popular in Las Vegas. Other amenities include banquet and
meeting rooms and child-care facilities.
Tourist Customers. While a significant portion of our customers at the Orleans
and the Gold Coast are local residents, the same factors that appeal to local
residents also appeal to visitors to Las Vegas, including better odds than those
traditionally found at Strip casinos and lower minimum wager limits on our table
games than Strip casinos. Additionally, our casinos are strategically situated
to benefit from a growing visitor market, with the Gold Coast and the Orleans
each located within two miles of the Strip and the Barbary Coast located at one
of the busiest corners on the Strip. In addition to the growing local resident
market, Las Vegas is one of the fastest growing entertainment markets in the
United States.
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Item 1. Business (continued)
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The Orleans
We designed the Orleans to differentiate it in the Las Vegas market by
combining an upscale, off-Strip experience in an exciting themed environment
reflecting the architectural heritage of the New Orleans French Quarter with a
wide variety of non-gaming amenities. The Orleans primarily targets middle to
upper-middle income gaming customers, both local residents and visitors to Las
Vegas. We believe that the Orleans is an attractive alternative for local
residents and Las Vegas visitors, offering a full-service hotel-casino and
entertainment experience complemented with a value-oriented pricing strategy.
The Orleans is strategically located on Tropicana Avenue, a short distance from
the Las Vegas Strip and McCarran International Airport. According to the Nevada
Department of Transportation 1998 Annual Traffic Report, approximately 65,000
vehicles travel by the Orleans each day. With easy access and ample parking, the
Orleans has quickly become a popular destination for locals.
The Orleans features an approximately 110,000 square foot casino, a 22-story
tower with 840 hotel rooms, 12 "stadium seating" first-run movie theaters, a 70-
lane bowling center, approximately 40,000 square feet of banquet and meeting
facilities, including an approximately 17,000 square foot grand ballroom, five
full-service restaurants, specialty themed bars, a swimming pool, a barber shop,
a child-care facility, a video arcade, a beauty salon and approximately 4,000
parking spaces. The casino includes approximately 2,450 slot machines, 63 table
games, a keno lounge, a poker parlor and race and sports books. The Orleans also
includes an 850-seat theater that features headliner entertainment and other
special events. Among the performers at the Orleans' theater during the past
year have been Willie Nelson, Ray Charles and the Righteous Brothers. We believe
that the high-quality entertainment at the theater distinguishes us from most
other locals casinos in Las Vegas and allows us to attract more tourists who
would otherwise gamble at Strip casinos.
The Orleans features five restaurants including the Canal Street Grille,
serving steaks and seafood in a gourmet atmosphere, Vito's Ristorante, an
Italian restaurant, Don Miguel's, a Mexican restaurant, the Courtyard Cafe, a
coffee shop featuring New Orleans favorites as well as Chinese and American
fare, and the French Market Buffet. Each of our restaurants serves generous
portions of quality food and beverages at competitive prices. For customers
desiring a quick meal or snack, we offer Terrible Mike's, a hamburger and
sandwich restaurant, Kate's Corner, an ice cream parlor, and a snack bar in our
bowling center. The Orleans employs a number of marketing programs, including a
slot club with over 200,000 members, football contests and grand prize drawings.
In order to capitalize on our strong presence in the locals market, we are
considering further expansion of the Orleans by adding additional movie
theaters, two restaurants, a new hotel tower and a parking garage. No definitive
plans for such an expansion have been made, nor have we arranged for the
financing for such a project. Because the proposed expansion is subject to a
number of factors, including financing capacity and continued growth of revenues
at the Orleans, we cannot assure you that all or any aspects of this expansion
will be commenced or completed.
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Item 1. Business (continued)
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Gold Coast
The Gold Coast, which opened in 1986, is located on West Flamingo Road
approximately one mile west of the Las Vegas Strip near Interstate 15, the major
highway linking Las Vegas and Southern California, offering easy access from all
four directions in the Las Vegas Valley. The Gold Coast is located in a high-
traffic area and, according to the Nevada Department of Transportation, an
average of approximately 78,000 vehicles travel by the Gold Coast each day. The
Gold Coast features an approximately 70,000 square foot casino, including
approximately 2,000 slot machines, 46 table games, a keno lounge, a 160-seat
race and sports book and a 700-seat bingo parlor. The Gold Coast also features
an 11-story tower with 712 hotel rooms and suites and a swimming pool with a
covered bar.
The Gold Coast features three full-service restaurants, a 380-seat buffet
restaurant, a fast-food restaurant, a snack bar and an ice cream parlor.
Entertainment amenities include a 72-lane bowling center, two movie theaters,
approximately 10,000 square feet of banquet and meeting facilities, four bars,
two entertainment lounges and a showroom/dance hall featuring live musical
entertainment. Other amenities include a gift shop, a liquor store, a travel
agency, an American Express office, a Western Union office, a beauty salon, a
barber shop, a child-care facility and over 3,000 parking spaces.
The Gold Coast primarily targets middle-market gaming customers, catering to
local residents as well as repeat visitors to Las Vegas who desire an
alternative to the hotel-casino properties located on the Strip. Our operating
strategy is to maximize customer visitation and thereby increase casino revenues
at the Gold Coast by offering value-conscious customers a combination of
friendly service, generous portions of quality food at competitive prices and
clean, comfortable and inexpensive hotel rooms. We believe this value-oriented
approach generates a high level of customer satisfaction, fostering customer
loyalty and repeat business. We have periodically renovated and upgraded the
Gold Coast in order to maintain its appeal to our target customers.
The Gold Coast has developed a number of innovative campaigns designed to
promote its business and attract local residents. The Gold Coast's slot club has
issued over 500,000 club cards to its members since inception and currently has
over 100,000 active members. We established the slot club in 1987 to encourage
repeat business by rewarding frequent slot players with cash and prizes. Our
other Gold Coast marketing programs have included the original "Pick the Pros"
football contest, a $250,000 paycheck cashing contest and live entertainment in
the showroom. In addition, the Gold Coast is a sponsor of the annual National
Finals Rodeo, which attracts thousands of visitors to Las Vegas each December.
The awards ceremonies for the Rodeo are held nightly at the Gold Coast during
the 10-day event.
Barbary Coast
The Barbary Coast, which opened in 1979, is located at the intersection of
Flamingo Road and Las Vegas Boulevard. The Barbary Coast is located on one of
the busiest intersections on the Strip, along with Caesars Palace, Bally's Las
Vegas and Bellagio. Historically, the Barbary Coast has relied on foot traffic
on the Las Vegas Strip for a significant amount of its revenues. As a result,
the Barbary Coast's customer base is primarily visitors to the Las Vegas area.
In addition to its favorable location on the Strip, the Barbary Coast has also
benefited from its more intimate gaming atmosphere, allowing it to develop a
loyal base of table games and slot customers. Our marketing efforts toward table
games customers include complimentary rooms, food and beverage, as well as
programs such as blackjack tournaments and golf outings. Slot players may also
receive complimentary rooms, food and beverage, as well as cash and prizes as
members of our slot club. The slot players' "Fun Club" has approximately 100,000
members who are rewarded for their frequent play.
5
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Item 1. Business (continued)
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Barbary Coast (continued)
The Barbary Coast features an approximately 30,000 square foot casino,
including approximately 660 slot machines, 36 table games, race and sports books
and other amenities. Our eight-story tower includes 197 spacious rooms and
suites. The Barbary Coast is furnished and decorated in an elegant turn-of-the-
century Victorian theme and includes three bars and three restaurants: Michael's
restaurant, Drai's on the Strip (leased to and operated by a third party) and
the Victorian Room. Michael's and Drai's both feature gourmet-quality cuisine
served in elegant settings. The Victorian Room features both American and
Chinese food served in an atmosphere of stained glass and turn-of-the-century
decor.
Suncoast
We are currently constructing the Suncoast to expand our presence in the
growing Las Vegas locals market. The Suncoast will serve one of the fastest
growing areas of the Las Vegas valley and will be located on approximately 50
acres in Peccole Ranch, a master-planned community adjacent to Summerlin.
Our new hotel-casino will be strategically located at the intersection of
Rampart Boulevard and Alta Drive, readily accessible from most major points in
Las Vegas, including downtown (approximately eight miles) and the Strip
(approximately nine miles). The site is approximately 1/4 mile from the Regent
Las Vegas, a new luxury resort that opened in the third quarter of 1999.
The Suncoast is a Mediterranean-themed facility that will have approximately
78,000 square feet of casino space, 216 spacious hotel rooms, approximately
25,000 square feet of banquet and meeting facilities, 16 "stadium seating" movie
theaters, five full-service restaurants and approximately 3,400 parking spaces.
We expect the casino to include approximately 2,000 slot machines, 48 table
games, race and sports books and a 64-lane bowling center. The Suncoast room
tower is being built to accommodate an additional 216 hotel rooms, which will be
completed on an as-needed basis.
We have an estimated construction and development budget of approximately
$185.0 million (excluding pre-opening expenditures, opening bankroll and
capitalized interest costs). Construction is expected to cost approximately
$126.0 million, including contingencies. The budget also includes $52.0 million
for fixtures and equipment and $7.0 million for architecture and design fees.
Gaming Security
Each of our casinos employs extensive supervision and accounting procedures to
control the handling of cash in their gaming operations. These measures include
security personnel, closed-circuit television observation of critical areas of
the casino, locked cash boxes, independent auditors and observers, strict sign-
in and sign-out procedures which ensure, to the extent practicable, that gaming
chips issued by, and returned to, the casino cashier's cages are accurately
accounted for, and procedures for the regular observation of gaming employees.
The accounting departments of each of our casinos, which employ persons who have
no involvement in the gaming operations, review on a daily basis records
compiled by gaming employees pertaining to cash flow and credit extension.
Moreover, regular periodic analysis of the results of our gaming operations,
including analyses of our compliance with the internal control standards
established by the Nevada State Gaming Control Board (the "Nevada Board"), are
performed by us and our independent auditors to detect significant deviations
from industry standards. Based on the results of these analyses, management
believes that its procedures are in compliance in all material respects with the
requirements established by the Nevada Gaming Commission (the "Nevada
Commission") and the Nevada Board.
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Item 1. Business (continued)
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Potential Future Developments
From time to time in our ordinary course of business we review proposals for
new developments, joint ventures and other strategic transactions. We have had
preliminary discussions regarding a potential investment in a casino development
in Mississippi. No agreements have been reached with respect to that casino
development, and we cannot assure you that that development or any new
developments, ventures or transactions will be pursued or, if pursued, will be
successful.
Neighborhood Casino Act
Nevada's Senate Bill 208, also known as SB 208 and the Neighborhood Casino
Act, was enacted in 1997 and affects the development of our Suncoast location as
well as other potential locations for casinos targeting Las Vegas residents. The
Neighborhood Casino Act, among other things, imposes more stringent requirements
for approval of new hotel-casinos in Clark County that are not located in the
vicinity of the Strip and downtown Las Vegas. Sites that were designated a
gaming overlay or gaming enterprise district no later than December 31, 1998 and
that receive approval from the Nevada Commission for a nonrestricted gaming
license no later than December 31, 2002 will not be subject to the more
stringent requirements of the Neighborhood Casino Act. In addition, certain
casino sites in master-planned communities have no deadline on when they must be
licensed by the Nevada Commission.
The site on which the Suncoast is being constructed has been designated as a
gaming overlay or gaming enterprise district by the City of Las Vegas, which is
the zoning designation necessary to construct and operate a hotel-casino. We
must receive approval for a nonrestricted gaming license, which is generally not
available until immediately prior to beginning gaming operations, by December
21, 2002, or we will be required to successfully petition the City of Las Vegas
to designate the Suncoast site as a gaming overlay or gaming enterprise district
in order to obtain a nonrestricted gaming license pursuant to the more stringent
standards of SB 208. These and other restrictions may limit our ability to
develop and operate the Suncoast and any future development projects in Clark
County, including the land we own in North Las Vegas.
Competition
There is intense competition among companies in the gaming industry. The
Orleans and the Gold Coast compete (and, when completed, the Suncoast will
compete) primarily with Las Vegas hotel-casinos and non-hotel gaming facilities
that target local residents. Some of these competitors have recently completed
expansions or new projects. In addition, there are currently gaming facilities
that have been announced or are under construction in the immediate vicinity of
our casinos. A hotel-casino has been proposed for a location adjacent to the
Gold Coast. Additionally, adjacent to the Suncoast site, a luxury hotel-casino
and spa called The Regent Las Vegas opened in the third quarter of 1999. The
construction of new properties and the expansion or enhancement of existing
properties near our casinos could have a negative impact on our business.
In contrast to our other casinos, the Barbary Coast competes for customers
primarily with the hotel-casinos located on the Strip. Several large hotel-
casinos have either recently opened or are under construction on the Strip,
including Bellagio, Mandalay Bay, Paris, Aladdin and The Venetian. The
construction of new properties and the expansion or enhancement of existing
properties on the Strip by competitors could materially adversely affect the
Barbary Coast.
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Item 1. Business (continued)
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Competition (continued)
In addition to those mentioned above, several new hotel-casino projects and
expansions have been announced or are under construction in Las Vegas. These
projects and expansions will add substantial additional gaming and room capacity
to the Las Vegas area over the next two years. This additional gaming and room
capacity may have a negative impact on our business.
Furthermore, we compete with other legalized forms of gaming and gaming
operations in other parts of the state of Nevada and elsewhere. Certain states
have recently legalized, and several other states are currently considering
legalizing, casino gaming in designated areas. We also face competition from
casinos located on Native American reservations. We believe that the development
by Native Americans and other casino properties similar to those in Las Vegas in
areas close to Nevada, particularly California and Arizona, could have a
material adverse effect on our business and results of operations. In March
2000, California voters passed Proposition 1-A, which exempts California Native
American tribes from constitutional prohibitions against casino gaming and
allows the California governor to compact with the tribes to conduct limited Las
Vegas-style gaming activities. The governor has entered into compacts with 53
tribes that allow the tribes to operate slot and video poker machines, banked
card games and lotteries. An increase in gaming in California as a result of the
passage of Proposition 1-A could have a material adverse effect on our business
and results of operations.
Employees
At March 20, 2000, we had approximately 5,125 employees. We have not
experienced any significant work stoppages and believe our labor relations are
good. The Las Vegas job market for employees is very competitive. Except for
approximately 350 employees at the Barbary Coast who are covered by a collective
bargaining agreement, none of our other employees are covered by a collective
bargaining agreement.
Nevada Regulation And Licensing
The ownership and operation of casino gaming facilities in Nevada are subject
to (i) the Nevada Gaming Control Act and the regulations promulgated thereunder
(collectively, the "Nevada Act"), and (ii) various local regulations. Our gaming
operations are subject to the licensing and regulatory control of the Nevada
Commission, the Nevada Board and the Clark County Liquor and Gaming Licensing
Board (the "Clark County Board"). The Nevada Commission, the Nevada Board and
the Clark County Board are collectively referred to as the "Nevada Gaming
Authorities."
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which seek to, among
other things, (i) prevent unsavory or unsuitable persons from having any direct
or indirect involvement with gaming at any time or in any capacity, (ii)
establish and maintain responsible accounting practices and procedures, (iii)
maintain effective control over the financial practices of licensees, including
establishing minimum procedures for internal fiscal affairs and the safeguarding
of assets and revenues, providing reliable record keeping and requiring the
filing of periodic reports with the Nevada Gaming Authorities, (iv) prevent
cheating and fraudulent practices and (v) provide a source of state and local
revenues through taxation and licensing fees. Changes in such laws, regulations
and procedures could have an adverse effect on our gaming operations.
8
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Item 1. Business (continued)
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Nevada Regulation And Licensing (continued)
We operate the Gold Coast, the Barbary Coast and the Orleans, and are licensed
by the Nevada Gaming Authorities. The gaming licenses require the periodic
payment of fees and taxes and are not transferable. Coast Resorts is registered
with the Nevada Commission as a publicly traded corporation (a "Registered
Corporation") and Coast Resorts has been found suitable to own the stock of
Coast Hotels. Coast Resorts, as a Registered Corporation, and Coast Hotels, as a
Corporate Licensee, are required periodically to submit detailed financial and
operating reports to the Nevada Commission and furnish any other information
that the Nevada Commission may request. No person may become a stockholder of,
or receive any percentage of the profits from, Coast Hotels without first
obtaining licenses and approvals from the Nevada Gaming Authorities. Coast
Hotels and Coast Resorts have obtained from the Nevada Gaming Authorities the
various registrations, approvals, permits and licenses required in order to
engage in gaming activities at its hotel-casinos.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, Coast Hotels or Coast
Resorts in order to determine whether such individual is suitable or should be
licensed as a business associate of a Corporate Licensee or a Registered
Corporation. Officers, directors and certain key employees of Coast Hotels must
file applications with the Nevada Gaming Authorities and may be required to be
licensed or found suitable by the Nevada Gaming Authorities. Officers, directors
and key employees of Coast Hotels who are actively and directly involved in
gaming activities may be required to be licensed or found suitable by the Nevada
Gaming Authorities. The Nevada Gaming Authorities may deny an application for
licensing for any cause which they deem reasonable. A finding of suitability is
comparable to licensing, and both require submission of detailed personal and
financial information followed by a thorough investigation. The applicant for
licensing or a finding of suitability must pay all the costs of the
investigation. Changes in licensed positions must be reported to the Nevada
Gaming Authorities and, in addition to their authority to deny an application
for a finding of suitability or licensure, the Nevada Gaming Authorities have
jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee of Coast Hotels or Coast Resorts unsuitable for licensing or unsuitable
to continue having a relationship with Coast Hotels or Coast Resorts, we would
have to sever all relationships with such person. In addition, the Nevada
Commission may require Coast Resorts and Coast Hotels to terminate the
employment of any person who refuses to file appropriate applications.
Determinations of suitability or of questions pertaining to licensing are not
subject to judicial review in Nevada.
Coast Hotels and Coast Resorts are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by Coast Hotels
must be reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by Coast Hotels, the
gaming licenses it holds could be limited, conditioned, suspended or revoked,
subject to compliance with certain statutory and regulatory procedures. In
addition, Coast Hotels, Coast Resorts and the persons involved could be subject
to substantial fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission. Further, a supervisor could be appointed by
the Nevada Commission to operate our gaming properties and, under certain
circumstances, earnings generated during the supervisor's appointment (except
for the reasonable rental value of our gaming properties) could be forfeited to
the State of Nevada. Limitation, conditioning or suspension of any gaming
license or the appointment of a supervisor could (and revocation of any gaming
license would) materially adversely affect our gaming operations.
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Item 1. Business (continued)
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Nevada Regulation And Licensing (continued)
Any beneficial holder of a Registered Corporation's voting securities,
regardless of the number of shares owned, may be required to file an
application, be investigated, and have his suitability as a beneficial holder of
a Registered Corporation's voting securities determined if the Nevada Commission
has reason to believe that such ownership would otherwise be inconsistent with
the declared policies of the State of Nevada. The applicant must pay all costs
of investigation incurred by the Nevada Gaming Authorities in conducting any
such investigation.
The Nevada Act requires any person who acquires beneficial ownership of more
than 5% of a Registered Corporation's voting securities to report the
acquisition to the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of a Registered Corporation's voting securities apply to
the Nevada Commission for a finding of suitability within 30 days after the
Chairman of the Nevada Board mails the written notice requiring such filing.
Under certain circumstances, an "institutional investor," as defined in the
Nevada Act, which acquires more than 10%, but not more than 15% of a Registered
Corporation's voting securities may apply to the Nevada Commission for a waiver
of such finding of suitability if such institutional investor holds the voting
securities for investment purposes only. An institutional investor will not be
deemed to hold voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of directors
of a Registered Corporation, any change in a Registered Corporation's corporate
charter, bylaws, management, policies or operations, or any of its gaming
affiliates, or any other action which the Nevada Commission finds to be
inconsistent with holding the Registered Corporation's voting securities for
investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include: (i) voting
on all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in its management policies or
operations; and (iii) such other activities as the Nevada Commission may
determine to be consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation, partnership or
trust, it must submit detailed business and financial information including a
list of beneficial owners. The applicant is required to pay all costs of
investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
the Chairman of the Nevada Board, may be found unsuitable. The same restrictions
apply to a record owner if the owner, after request, fails to identify the
beneficial owner. Any stockholder found unsuitable and who holds, directly or
indirectly, any beneficial ownership of the voting securities of a Registered
Corporation beyond such period of time as may be prescribed by the Nevada
Commission may be guilty of a criminal offense. Coast Hotels is subject to
disciplinary action if, after it receives notice that a person is unsuitable to
be a stockholder or to have any other relationship with Coast Hotels or Coast
Resorts, we (i) pay that person any dividend or interest upon voting securities
of our company, (ii) allow that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person, (iii) pay
remuneration in any form to that person for services rendered or otherwise, or
(iv) fail to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities, including, if necessary, the immediate
purchase of such voting securities for cash at fair market value.
10
<PAGE>
Item 1. Business (continued)
--------------------
Nevada Regulation And Licensing (continued)
The Nevada Commission may, in its discretion, require the holder of any debt
security of a Corporate Licensee or a Registered Corporation to file
applications, be investigated and be found suitable to own the debt security. If
the Nevada Commission determines that a person is unsuitable to own such
security, then pursuant to the Nevada Act, the Corporate Licensee or the
Registered Corporation can be sanctioned, including the loss of its licenses, if
without the prior approval of the Nevada Commission, it: (i) pays to the
unsuitable person any dividend, interest or any distribution whatsoever; (ii)
recognizes any voting right by such unsuitable person in connection with such
securities; (iii) pays the unsuitable person remuneration in any form; or (iv)
makes any payment to the unsuitable person by way of principal, redemption,
conversion, exchange, liquidation or similar transaction.
Coast Resorts is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any securities
are held in trust by an agent or by a nominee, the record holder may be required
to disclose the identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds for finding the
record holder unsuitable. Coast Resorts is also required to render maximum
assistance in determining the identity of the beneficial owner. The Nevada
Commission has the power to require our stock certificates to bear a legend
indicating that the securities are subject to the Nevada Act.
Licensed Corporations and Registered Corporations such as Coast Hotels and
Coast Resorts may not make public offering of their securities without the prior
approval of the Nevada Commission if the securities or proceeds therefrom are
intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to require or extend obligations incurred for such purposes. The
Nevada Commission has previously granted exemptions from this prior approval
process for certain public offerings by Coast Hotels and Coast Resorts. Approval
of a public offering, if given, will not constitute a finding, recommendation or
approval by the Nevada Commission or the Nevada Board as to the accuracy or
adequacy of the prospectus or the investment merits of the securities. Any
representation to the contrary is unlawful.
Changes in control of a Registered Corporation through merger, consolidation,
stock or asset acquisitions, management or consulting agreements, or any act or
conduct by a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission with
respect to a variety of stringent standards prior to assuming control of such
Registered Corporation. The Nevada Commission may also require controlling
stockholders, officers, directors and other persons having a material
relationship or involvement with the entity proposing to acquire control, to be
investigated and licensed as a part of the approval process relating to the
transaction.
11
<PAGE>
Item 1. Business (continued)
--------------------
Nevada Regulation And Licensing (continued)
The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before a Registered Corporation can make exceptional repurchases of
voting securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by a Registered
Corporation's Board of Directors in response to a tender offer made directly to
the Registered Corporation's stockholders for the purposes of acquiring control
of the Registered Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where entertainment is
furnished in connection with the selling of food or refreshments. Nevada
licensees that hold a license as an operator of a slot route, or a
manufacturer's or distributor's license, also pay certain fees and taxes to the
State of Nevada.
Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada is required to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation of
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease at the discretion of the Nevada
Commission.
Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations, engage in activities that
are harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employ a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal unsuitability.
Coast Resorts may pursue development opportunities in other jurisdictions and
expects that if it does so it will be subject to similar licensing requirements
and rigorous regulatory standards in each other jurisdiction in which it seeks
to conduct gaming operations. There can be no assurance that the Company would
receive a gaming license from, or that regulations adopted, permits required or
taxes imposed, by other jurisdictions will permit profitable operations by Coast
Resorts in those jurisdictions.
12
<PAGE>
Item 1. Business (continued)
--------------------
Certain Forward-Looking Statements
This Form 10-K includes "forward-looking statements" within the meaning of the
securities laws. All statements regarding our expected financial position,
business strategies and financing plans under the headings "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" and elsewhere in this Form 10-K are forward-looking statements. In
addition, in those and other portions of this Form 10-K, the words
"anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends"
and similar expressions, as they relate to Coast Resorts or its management, are
intended to identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, and
have based these expectations on our beliefs as well as assumptions we have
made, such expectations may prove to be incorrect. Important factors that could
cause actual results to differ materially from such expectations are disclosed
in this Form 10-K, including, without limitation, the following factors:
. increased competition in Nevada and other states including increased
competition from California Native American gaming;
. dependence on the Las Vegas area and Southern California for a majority of
our customers;
. substantial leverage and uncertainty that we will be able to service our
debt;
. uncertainties associated with the Suncoast and other construction projects,
including the related disruption of operations and the availability of
financing, if necessary; and
. changes in laws or regulations, third party relations and approvals,
decisions of courts, regulators and governmental bodies.
All subsequent written and oral forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by our
cautionary statements. The forward-looking statements included are made only as
of the date of this Form 10-K. We do not intend, and undertake no obligation, to
update these forward-looking statements.
Item 2. Properties
----------
The Orleans occupies a portion of an approximately 80-acre site located on
West Tropicana Avenue, approximately one mile south of the Gold Coast. We lease
the real property under a ground lease entered into by Coast Hotels and the
Tiberti Company, a Nevada general partnership of which J. Tito Tiberti, a
director of Coast Hotels and Coast Resorts, is managing partner. See "Certain
Transactions." The lease had an effective commencement date of October 1, 1995,
an initial term of 50 years, and includes an option, exercisable by us, to
extend the initial term for an additional 25 years. The lease provides for
monthly rental payments of $175,000 per month through February 1999, $200,000
per month during the 36-month period thereafter, $225,000 per month during the
48-month period thereafter and $250,000 per month during the 60-month period
thereafter. In March 2011, annual rental payments will increase on a compounding
basis at a rate of 3.0% per annum. In addition, we have been granted an option
to purchase the real property during the two-year period commencing in February
2016. The lease provides that the purchase price will be the fair market value
of the real property at the time we exercise the option, provided that the
purchase price will not be less than 10 times, nor more than 12 times, annual
rent at such time.
13
<PAGE>
Item 2. Properties (continued)
----------------------
We own the approximately 26 acres that the Gold Coast occupies on West
Flamingo Road. We also own an 8.33-acre site across the street from the Gold
Coast that contains an approximately 100,000 square foot warehouse. The
warehouse is used by the Gold Coast, the Barbary Coast and the Orleans primarily
as a storage facility.
The Barbary Coast occupies approximately 1.8 acres at the intersection of
Flamingo Road and the Strip and occupies real property that we lease pursuant to
a lease that expires on May 1, 2003. The lease provides for rental payments of
$175,000 per year. The lease contains two options, exercisable by us, to extend
the term of the lease for 30 years each. Rental payments will increase to
$190,000 per year for the ten years following the first renewal option, $200,000
per year for the second ten-year period and $210,000 per year for the third ten-
year period. We have an option to purchase the leased property at any time
during the six month period prior to the expiration of the lease, provided that
certain conditions are met, at a purchase price equal to the greater of $3.5
million or the then appraised value of the real property. We also have a right
of first refusal in the event the landlord desires to sell the real property
during the initial term of the lease. We also lease approximately 2.5 additional
acres of real property located adjacent to the Barbary Coast. The lease expires
on December 31, 2003. The lease provides for rental payments of $125,000 per
annum. We use the 2.5-acre property as a parking lot for our employees and for
valet parking. The landlord has the right to terminate the lease upon six months
prior notice to us if it requires the use of the property for its own business
purposes (which excludes leaving the property vacant or leasing it to third
parties prior to January 1, 2003).
We lease the approximately 50-acre Suncoast site located at the corner of
Rampart Boulevard and Alta Drive in the west Las Vegas valley pursuant to a
Ground Lease Agreement dated as of October 28, 1994. The initial term of the
lease expires on December 31, 2055. The lease contains three options,
exercisable by us, to extend term of the lease for 10 years each. The lease
provided for monthly rental payments of $166,667 for the year ended December 31,
1995. Thereafter, the monthly rent increases by the amount of $5,000 in January
of each year. The landlord has the option to require us to purchase the property
at the end of 2014, 2015, 2016, 2017 and 2018, at the fair market value of the
real property at the time the landlord exercises the option, provided that the
purchase price will not be less than 10 times nor more than 15 times the annual
rent at such time. Based on the terms of the lease, the potential purchase price
commitment ranges from approximately $31.0 million to approximately $51.0
million in the years 2014 through 2018. We have a right of first refusal in the
event the landlord desires to sell the property at any time during the lease
term.
We also own an approximately 29-acre parcel of undeveloped land located at the
corner of Rancho Drive and Carey Avenue in North Las Vegas, close to the Fiesta
Hotel and Casino and the Texas Station Hotel and Casino. Any future developments
on this site would be subject to, among other things, our ability to obtain
necessary financing and compliance with SB 208.
Item 3. Legal Proceedings
------------------
We are currently, and are from time to time, involved in litigation arising in
the ordinary course of our business. We are currently subject to lawsuits in
which the plaintiffs have sought punitive damages. We intend to continue to
defend the lawsuits vigorously. We do not believe that such litigation,
including the foregoing proceedings, will, individually or in the aggregate,
have a material adverse effect on our financial position, results of operations
or cash flows.
14
<PAGE>
Item 4. Submission Of Matters To A Vote Of Security Holders
---------------------------------------------------
No matters were submitted to our shareholders during the quarter ended
December 31, 1999.
15
<PAGE>
PART II
Item 5. Market For The Registrant's Common Equity And Related Stockholder
-----------------------------------------------------------------
Matters
-------
No equity securities of Coast Resorts are being, or have been, publicly
offered by us and there is no public trading market for our common stock. As of
March 1, 2000, Coast Resorts had 72 shareholders.
Coast Resorts was formed in September 1995 and has not declared or paid any
dividends. Coast Resorts intends to retain future earnings for use in the
development of its business and does not anticipate paying any cash dividends in
the foreseeable future. The payment of all dividends will be at the discretion
of the Board of Directors and will depend upon, among other things, future
earnings, operations, capital requirements, the general financial condition of
Coast Resorts and general business conditions. As a holding company, Coast
Resorts is reliant upon the operations of its subsidiary for cash flow. The
indentures under which the 9.5% senior subordinated notes and the revolving
credit facility were issued (see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
in Item 7) restrict the ability of Coast Hotels to pay dividends or make other
distributions to Coast Resorts. (See note 6 of "Notes to Consolidated Financial
Statements.")
16
<PAGE>
Item 6. Selected Financial Data
-----------------------
The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and notes thereto included
elsewhere in this Form 10-K. The balance sheets and statements of income data as
of and for each of the five years in the period ended December 31, 1999 are
derived from the consolidated financial statements of Coast Resorts which have
been audited by PricewaterhouseCoopers LLP. The consolidated financial
statements of Coast Resorts as of December 31, 1998 and 1999 and for each of the
three years in the period ended December 31, 1999 are included in this report on
Form 10-K.
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------------------------------
1995 1996/(1)/ 1997 1998 1999
------------ ------------ ---------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Net revenues........................... $ 174,756 $ 195,987 $ 293,883 $ 332,363 $ 362,531
Departmental operating expenses /(2)/.. 118,534 121,628 197,200 209,149 220,289
General and administrative expenses.... 29,905 36,020 52,526 54,926 60,480
Guaranteed payments to former
partners/(3)/......................... 858 -- -- -- --
Pre-opening expenses................... -- 7,125 -- -- 235
Land leases............................ 515 2,060 4,220 4,280 3,770
Deferred (non-cash) rent............... 431 1,760 4,078 4,018 2,918
Depreciation and amortization.......... 7,280 7,883 18,278 20,607 21,613
------------ ------------- ------------- ------------- -------------
Operating income....................... 17,233 19,511 17,581 39,383 53,226
Interest expense, net.................. (3,545) (9,981) (25,225) (26,570) (21,441)
Other income (expense)................. 92 58 919 168 (192)
------------ ------------- ------------- ------------- -------------
Income (loss) before income taxes
and extraordinary item................ 13,780 9,588 (6,725) 12,981 31,593
Provision (benefit) for income taxes... -- 5,952 (2,115) 4,994 10,371
------------ ------------- ------------- ------------- -------------
Income (loss) before
extraordinary item..................... 13,780 3,636 (4,610) 7,987 21,222
Extraordinary item - loss on early
retirement of debt, net of applicable
income tax benefit ($14,543).......... -- -- -- -- (27,007)
------------ ------------- ------------- ------------- -------------
Net income (loss)...................... $ 13,780 $ 3,636 $ (4,610) $ 7,987 $ (5,785)
============= ============= ============= ============= =============
Basic and diluted income (loss)
per share of common stock before
extraordinary item..................... $ -- $ 2.47 $ (3.08) $ 5.34 $ 14.35
============= ============= ============= ============= ============
Basic and diluted net income (loss)
per share of common stock.............. $ -- $ 2.47 $ (3.08) $ 5.34 $ (3.91)
============= ============= ============= ============= =============
Weighted average common shares
outstanding........................... -- 1,472,742 1,494,353 1,494,353 1,478,978
============= ============= ============= ============= =============
PRO FORMA INFORMATION TO REFLECT
CHANGE IN TAX STATUS(4):
Provision (benefit) for income taxes... 4,823 3,452 (2,115) 4,994 10,371
Net income (loss)...................... $ 8,957 $ 6,136 $ (4,610) $ 7,987 $ (5,785)
============= ============= ============= ============= =============
Net income (loss) per share of common
stock................................. $ 8.96 $ 4.17 $ (3.08) $ 5.34 $ (3.91)
============= ============= ============= ============= =============
</TABLE>
____________
See Footnotes to Selected Financial Data.
17
<PAGE>
Item 6. Selected Financial Data (continued)
-----------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------------------------
1995 1996/(1)/ 1997 1998 1999
---------- ----------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
OTHER DATA:
EBITDA/(5)/................................ $ 24,944 $ 36,279 $ 39,937 $ 64,008 $ 77,992
Cash provided by operating activities...... $ 22,489 $ 24,884 $ 14,049 $ 35,845 $ 64,491
Cash used in investing activities.......... $ (32,112) $ (126,113) $ (57,842) $ (15,580) $ (48,805)
Cash provided by (used in) financing
activities................................ $ 7,199 $ 148,253 $ 11,656 $ (8,097) $ (18,655)
Capital expenditures....................... $ 32,331 $ 126,133 $ 58,912 $ 15,748 $ 49,242
Distributions to partners/(6)/............. $ 58,660 $ -- $ -- $ -- $ --
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
-----------------------------------------------------------------------
1995 1996/(1)/ 1997 1998 1999
---------- ----------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents/(7)/............. $ 14,543 $ 61,567 $ 29,430 $ 41,598 $ 38,629
Total assets............................... $ 152,363 $ 374,022 $ 366,619 $ 366,827 $ 406,119
Total long-term debt/(8)/.................. $ 83,357 $ 195,764 $ 207,173 $ 199,954 $ 234,766
Stockholders' equity....................... $ 42,888 $ 99,049 $ 94,439 $ 102,426 $ 95,103
- -------------
</TABLE>
See Footnotes to Selected Financial Data
18
<PAGE>
Item 6. Selected Financial Data (continued)
-----------------------------------
Footnotes To Selected Financial Data
(1) The Orleans opened in December 1996
(2) Includes casino, food and beverage, hotel and other expenses.
(3) Prior to formation of Coast Resorts in 1995, the Gold Coast and the Barbary
Coast were operated by two affiliated partnerships which were consolidated
into Coast Resorts and Coast Hotels effective January 1, 1996. The
partnership agreements for those partnerships required that guaranteed
payments be made to the partners.
(4) The partnerships that were predecessors to Coast Hotels were not subject to
federal income taxes. As a result of the reorganization in 1995 the
operations of the Gold Coast and the Barbary Coast are being conducted by
Coast Hotels, which has been formed as a "C corporation" and, therefore, is
subject to federal income taxes. A pro forma provision for federal income
taxes has been made, and pro forma net income has been calculated, for all
periods presented as if the predecessor partnerships had been treated as a C
corporation during those periods.
(5) "EBITDA" means earnings before interest, taxes, depreciation, amortization,
deferred (non-cash) rent expense and certain non-recurring items, including
pre-opening expenses and extraordinary items. EBITDA should not be construed
as an alternative to operating income or net income (as determined in
accordance with generally accepted accounting principles) as an indicator of
our operating performance, or as an alternative to cash flows generated by
operating, investing and financing activities (as determined in accordance
with generally accepted accounting principles) as an indicator of cash flows
or a measure of liquidity. EBITDA is presented solely as supplemental
disclosure because management believes it is a widely used measure of
operating performance in the gaming industry. All companies do not calculate
EBITDA in the same manner. As a result, EBITDA as presented here may not be
comparable to the similarly titled measures presented by other companies.
The computation of EBITDA for each of the respective periods shown is as
follows:
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------
1995 1996/(1)/ 1997 1998 1999
---------- ---------- --------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Income (loss) before income taxes and
extraordinary item.......................... $ 13,780 $ 9,588 $ (6,725) $ 12,981 $ 31,593
Add back:
Interest expense, net...................... 3,545 9,981 25,225 26,570 21,441
Depreciation and amortization.............. 7,280 7,883 18,278 20,607 21,613
Pre-opening expenses....................... -- 7,125 -- , -- 235
Non-recurring items - (gain) loss on
equipment dispositions................... (92) (58) (919) (168) 192
Deferred (non-cash) rent expense........... 431 1,760 4,078 4,018 2,918
--------- --------- --------- --------- ---------
EBITDA....................................... $ 24,944 $ 36,279 $ 39,937 $ 64,008 $ 77,992
========= ========= ========= ========= =========
</TABLE>
(6) Because the Gold Coast Partnership and the Barbary Coast Partnership were
partnerships during the 1995 period, a substantial portion of their net
income was distributed to the partners. In 1995, the Gold Coast Partnership
distributed $50.0 million of partners' capital in the form of notes payable.
Such distributions represented previously taxed but undistributed earnings
of the Predecessor Partnerships.
(7) Cash and cash equivalents at December 31, 1996 includes approximately $8.2
million in cash which was restricted to pay for construction of the Orleans.
(8) Excludes current maturities.
19
<PAGE>
Item 7. 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 historical results of Coast Resorts:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1997 1998 1999
------------ --------------- ---------------
(dollars in thousands)
<S> <C> <C> <C>
Hotel-casino operations:
Net operating revenues................................. $ 293,883 $ 332,363 $ 362,531
Operating expenses..................................... 267,148 283,839 301,487
----------- ---------- ----------
Operating income from hotel-casino operations............ 26,735 48,524 61,044
Corporate expenses/(1)/.................................. 9,154 9,141 7,583
----------- ---------- ----------
Total operating profit, before pre-opening expenses...... $ 17,581 39,383 53,461
Pre-opening expenses..................................... -- -- 235
----------- ---------- ----------
Total operating profit................................... $ 17,581 $ 39,383 $ 53,226
=========== ========== ==========
EBITDA, hotel-casino operations/(2)/..................... $ 45,976 $ 70,000 $ 83,711
=========== ========== ==========
EBITDA, total (including corporate)/(2)/................. $ 39,937 $ 64,008 $ 77,992
=========== ========== ==========
</TABLE>
- ------------------
(1) Corporate expenses include corporate general and administrative expenses,
depreciation and amortization and, prior to July 1, 1999, land lease
expenses, both cash and deferred, on the Suncoast land. Suncoast land lease
expenses subsequent to July 1, 1999, the date we commenced construction of
the Suncoast, are being capitalized during construction. Lease expenses on
the Suncoast land were not included in Coast Hotels corporate expenses
until July 1998, at which time Coast Resorts transferred its interest in
its Coast West subsidiary, which previously held the Suncoast land lease,
to Coast Hotels.
(2) "EBITDA" means earnings before interest, taxes, depreciation, amortization,
deferred (non-cash) rent expense and certain non-recurring items, including
pre-opening expenses and extraordinary items. EBITDA should not be
construed as an alternative to operating income or net income, as
determined in accordance with generally accepted accounting principles, as
an indicator of our operating performance, or as an alternative to cash
flows generated by operating, investing and financing activities, as
determined in accordance with generally accepted accounting principles, as
an indicator of cash flows or a measure of liquidity. EBITDA is presented
solely as supplemental disclosure because management believes that it is a
widely used measure of operating performance in the gaming industry. All
companies do not calculate EBITDA in the same manner. As a result, EBITDA
as presented here may not be comparable to a similarly titled measure
presented by other companies.
Fiscal 1999 Compared To 1998
Net revenues and operating income improved in the year ended December 31,
1999, primarily due to improved revenues at our two largest hotel-casinos, the
Orleans and the Gold Coast. Net revenues in 1999 were $362.5 million compared to
$332.4 million in the year ended December 31, 1998, an increase of 9.1%.
Operating income in the year ended December 31, 1999 was $53.2 million compared
to $39.4 million in the prior year, an increase of 35.1% primarily due to the
increased revenues. Operating expenses increased $16.3 million, primarily as a
result of higher casino and food and beverage expenses related to increased
business at our hotel-casinos as well as July wage increases at our three hotel-
casinos. Additionally, an expansion completed at the Orleans in May 1999
resulted in higher utility costs and increased staffing in several ancillary
departments.
20
<PAGE>
Item 7. Management's Discussion And Analysis Of Financial Condition And Results
-----------------------------------------------------------------------
Of Operations (continued)
------------------------
Fiscal 1999 Compared To 1998 (continued)
In 1999, we experienced a net loss of $5.8 million compared to net income of
$8.0 million in 1998. The loss was primarily due to a one-time charge of $27.0
million, net of income tax benefit, as a result of the early retirement of debt
in March 1999. Interest expense decreased in 1999 as a result of lower interest
rates on replacement indebtedness.
Casino. Casino revenues were $265.8 million in 1999, an increase of 9.4% over
1998 casino revenues of $243.0 million. The increase was primarily due to a
22.9% increase in slot revenues at the Orleans. An expansion completed at the
Orleans in May 1999, which added a new buffet, other amenities and approximately
10,000 square feet of casino space, increased the number of slot machines by
approximately 220 units. Despite the increased number of slot machines, the
average win per machine increased at the Orleans. Slot revenues were also
higher in 1999 at our other two hotel-casinos, the Gold Coast and the Barbary
Coast, increasing 4.6% and 14.8%, respectively. Table games wagering volume
increased at all three properties in 1999, resulting in a combined increase of
7.0% in table games revenues. Casino expenses increased $3.9 million (3.1%) in
1999 primarily due to July wage increases at each of our hotel-casinos as well
as increased staffing related to the expansion at the Orleans. The casino
operating margin improved to 50.6% from 47.5% in 1998 primarily due to the
increases in the higher-margin slot machine revenues.
Food and Beverage. For the year ended December 31, 1999, food and beverage
revenues were $72.7 million, an increase of 9.3% over 1998 revenues of $66.5
million. The increase was primarily due to the opening in May 1999 of a new
larger buffet at the Orleans. Food and beverage expenses increased 7.7% in
1999, which is in line with the increase in revenues.
Hotel. Hotel room revenues were $30.3 million in 1999, an increase of 6.5%
over 1998 room revenues of $28.4 million. Each of our three hotels experienced
increases in room occupancy rates, contributing to a combined occupancy rate of
94.1% for the year compared to 91.8% in 1998. In addition, average daily room
rates increased at all three properties, resulting in a 4.6% increase in our
overall average room rate. The hotel operating margin decreased in 1999 to
57.3% compared to 58.3% in 1998, primarily due to wage increases and higher
advertising expenses.
Other. Other revenues increased 10.2% in 1999 to $29.1 million compared to
$26.4 million in 1998, primarily due to increases in revenues at the Gold Coast
and Orleans showrooms, bowling centers, gift shops and liquor stores. Costs
related to the other revenues increased 11.3% in 1999, in line with the
increases in revenues.
General and Administrative. General and administrative expenses were $60.5
million in 1999 compared to $54.9 million in 1998, an increase of 10.1%. The
increase was due, in part, to the July wage increases at our three hotel-
casinos. Additionally, an expansion completed in May at the Orleans resulted in
higher utility costs and increased staffing in several ancillary departments.
21
<PAGE>
Item 7. Management's Discussion And Analysis Of Financial Condition And Results
-----------------------------------------------------------------------
Of Operations (continued)
------------------------
Fiscal 1998 Compared To 1997
Net revenues, operating income and net income all improved in the year ended
December 31, 1998, primarily due to improved revenues at the Orleans. Net
revenues in 1998 were $332.4 million compared to $293.9 million in the year
ended December 31, 1997, an increase of 13.1%. Operating income in the year
ended December 31, 1998 was $39.4 million compared to $17.6 million in the prior
year, an increase of 124.0% primarily due to the increased revenues. Operating
expenses increased $16.7 million, mainly as a result of higher casino expenses
due to increased business at our hotel-casinos. Despite an increase in interest
expense due to the issuance of the $16.8 million principal amount of 10 7/8%
first mortgage notes in November 1997 and an increase in the income tax expense,
net income increased $12.6 million to $8.0 million in 1998 compared to a net
loss of $4.6 million in 1997.
Casino. Casino revenues were $243.0 million in 1998, an increase of 15.1%
over 1997 casino revenues of $211.0 million. The increase was primarily due to
a 34.3% increase in casino revenues at the Orleans, including a 51.5% increase
in slot revenues. Casino revenues increased 4.8% at the Gold Coast, but
decreased at the Barbary Coast, primarily due to a decrease in table game
wagering volume, a lower table games win percentage, the removal of live keno
and lower wagering volume in the race book. Casino expenses increased 10.9% in
1998, primarily due to increased promotional expenses related to the increase in
slot revenues at the Orleans
Food and Beverage. For the year ended December 31, 1998, food and beverage
revenues were $66.5 million, an increase of 7.7% over 1997 revenues of $61.7
million, primarily due to the increased business at the Orleans. Despite the
increase in revenues, food and beverage expenses decreased 5.7%, primarily as a
result of consolidating our purchasing efforts at the three hotel-casinos, which
lowered the overall cost of sales.
Hotel. Hotel room revenues were $28.4 million in 1998, an increase of 1.2%
over 1997 room revenues of $28.1 million. The combined occupancy rate for our
three hotels was 91.8% in 1998, compared to 87.1% in 1997. Occupancy increased
at the Gold Coast and the Orleans, but declined slightly at the Barbary Coast.
The combined average daily room rate decreased approximately 1% in 1998 as the
rates increased approximately 1% at both the Barbary Coast and the Orleans, but
decreased approximately 4% at the Gold Coast.
Other. Other revenues increased 32.1% in 1998 to $26.4 million compared to
$20.0 million in 1997, primarily due to increases in showroom revenues at the
Gold Coast and Orleans, as well as increased movie theater revenues at the
Orleans. Other expenses increased 15.3%, consistent with the increase in
revenues.
General and Administrative. General and administrative expenses were $54.9
million in 1998 compared to $52.5 million in 1997, an increase of 4.6%. The
increase was primarily due to increased property taxes as well as higher utility
costs at the Orleans.
22
<PAGE>
Item 7. Management's Discussion And Analysis Of Financial Condition And Results
-----------------------------------------------------------------------
Of Operations (continued)
------------------------
Liquidity and Capital Resources
Our principal sources of liquidity have consisted of cash provided by
operating activities and debt financing. Cash provided by operating activities
was $64.5 million in the year ended December 31, 1999, compared to $35.8 million
in 1998. The increase was due primarily to the increase in
operating income, as well as increases in current liabilities.
Cash used in investing activities in the year ended December 31, 1999 was
primarily for capital expenditures. During 1999, our capital expenditures were
approximately $57.5 million, including construction accounts payable of $8.3
million. Approximately $32.0 million was used for construction of the Suncoast,
which began in July 1999, and approximately $18.0 million was used at the
Orleans, including approximately $10.6 million related to the expansion that was
completed in May 1999. Capital expenditures at the Gold Coast were $4.8
million. $2.7 million was used at the Barbary Coast, primarily for
construction of pedestrian overpasses at the busy "Flamingo Four Corners" area.
Cash used in financing activities was $18.7 million in 1999 compared to $8.1
million in 1998. In March 1999, we issued $175.0 million principal amount of
9.5% senior subordinated notes with interest payable on April 1 and October 1
beginning October 1, 1999 and entered into a $75.0 million senior secured
revolving credit facility due 2004 to facilitate a refinancing. Availability
under the credit facility was increased to $200.0 million in September 1999.
Borrowings under the credit facility bear interest, at our option, at a premium
over the one-, two-, three- or six-month London Interbank Offered Rate
("LIBOR"). As of December 31, 1999, the interest rate was 8.46%. We incur a
commitment fee, payable quarterly in arrears, on the unused portion of the
credit facility. This variable fee is currently at the maximum rate of 0.5% per
annum times the average unused portion of the facility.
With the proceeds from the senior subordinated notes and borrowings under
the credit facility, we repurchased substantially all of the $175.0 million
principal amount outstanding of 13% first mortgage notes and all $16.8 million
principal amount of 10-7/8% first mortgage notes and amended the indenture under
which the 13% first mortgage notes were issued to eliminate substantially all of
its restrictive covenants. Approximately $2.0 million in principal amount of the
13% first mortgage notes remain outstanding and are governed by the terms of the
amended indenture. We are required by the terms of the indenture for the 9.5%
senior subordinated notes to redeem the 13% first mortgage notes that remain
outstanding no later than December 15, 2000 at a redemption price of 106.5% of
the principal amount, plus any accrued and unpaid interest. In connection with
the repurchase of the 13% notes and the 10-7/8% notes, we incurred repurchase
premiums of $31.0 million and $2.1 million, respectively. The repurchase
premiums and the write-offs of unamortized debt issuance costs and original
issue discount resulted in an extraordinary loss of $27.0 million, net of
applicable income tax benefit of $14.5 million.
The availability under the $200.0 million credit facility will be reduced in
quarterly amounts beginning in the fiscal quarter ending September 30, 2001.
The initial advance of $47.0 million under the credit facility was used in
connection with the repurchase of the 13% first mortgage notes and the 10-7/8%
first mortgage notes. Subsequent advances under the credit facility may be used
for working capital, general corporate purposes, construction of the Suncoast,
and certain improvements to our existing properties. As of December 31, 1999,
we had $55.0 million outstanding under the $200.0 million credit facility.
23
<PAGE>
Item 7. Management's Discussion And Analysis Of Financial Condition And Results
-----------------------------------------------------------------------
Of Operations (continued)
------------------------
Liquidity and Capital Resources (continued)
We believe that existing cash balances, operating cash flow and available
borrowings under our $200.0 million credit facility will provide sufficient
resources to meet our debt and lease payment obligations, foreseeable capital
expenditure requirements at our existing properties and construction,
development and opening costs of the Suncoast.
Impact Of Inflation
Absent changes in competitive and economic conditions or in specific prices
affecting the industry, we do not expect that inflation will have a significant
impact on our operations. Change in specific prices, such as fuel and
transportation prices, relative to the general rate of inflation may have a
material adverse effect on the hotel and casino industry.
Market Risk
Market risk is the risk of loss arising from adverse changes in market rates
and prices, such as interest rates, foreign currency exchange rates and
commodity prices. Our primary exposure to market risk is interest rate risk
associated with our long-term debt. To date, we have not invested in derivative-
or foreign currency-based financial instruments. We attempt to limit our
exposure to interest rate risk by managing the mix of our long-term fixed-rate
borrowings and short-term borrowings under our revolving bank credit facility.
Regulation And Taxes
Coast Resorts is subject to extensive regulation by the Nevada gaming
authorities. Changes in applicable laws or regulations could have a significant
impact on our operations.
The gaming industry represents a significant source of tax revenues,
particularly to the State of Nevada and its counties and municipalities. From
time to time, various state and federal legislators and officials have proposed
changes in tax law, or in the administration of such law, affecting the gaming
industry. Proposals in recent years that have not been enacted included a
federal gaming tax and increases in state or local taxes.
We believe that our recorded tax balances are adequate. However, it is not
possible to determine with certainty the likelihood of possible changes in tax
law or in the administration of such law. Such changes, if adopted, could have a
material adverse effect on our operating results.
Year 2000 Readiness
In the past, many computer software programs were written using two digits
rather than four to define the applicable year. As a result, date-sensitive
computer software may recognize a date using "00" as the year 1900 rather than
the year 2000. This is generally referred to as the "Year 2000 issue." If this
situation occurs, the potential exists for computer system failures or
miscalculations by computer programs, which could disrupt operations.
We completed an extensive program to ensure that our computer systems are Year
2000 compliant and have experienced no significant problems to date associated
with the Year 2000 issue. Additionally, there are no claims pending or, to our
knowledge, threatened against us arising out of the Year 2000 issue.
Item 8. Financial Statements And Supplementary Data
-------------------------------------------
The report of independent accountants, financial statements and financial
statement schedule listed in the accompanying index are filed as part of this
report. See "Index to Financial Statements."
Item 9. Changes In And Disagreements With Accountants On Accounting And
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
24
<PAGE>
PART III
Item 10. Executive Officers And Directors Of The Registrant
--------------------------------------------------
The following table sets forth the names and ages of the directors and
executive officers of Coast Resorts and their respective positions as of
December 31, 1999.
<TABLE>
<CAPTION>
Name Age Position(s) Held
- -------------------------- ------ -----------------------------------------------------------
<S> <C> <C>
Michael J. Gaughan 56 Director, Chairman of the Board and Chief Executive Officer
Harlan D. Braaten 49 Director, President and Chief Operating Officer
Jerry Herbst 61 Director, Vice President, Treasurer and Assistant Secretary
J. Tito Tiberti 54 Director, Vice President and Secretary
Gage Parrish 46 Director, Vice President, Chief Financial Officer and
Assistant Secretary
Franklin Toti 61 Director, Vice President of Casino Operations
F. Michael Corrigan 63 Director
Charles Silverman 67 Director
Joseph Blasco 56 Director
</TABLE>
Michael J. Gaughan. Mr. Gaughan has been a director of Coast Resorts since its
formation in September 1995 and is the Chairman of the Board and Chief Executive
Officer. His current term as a director expires in 2000. He is also a director
and Chairman of the Board and Chief Executive Officer of Coast Hotels. Mr.
Gaughan was a general partner of the Barbary Coast Partnership from its
inception in 1979 until January 1, 1996, the effective date of the
reorganization in which the Barbary Coast Partnership and the Gold Coast
Partnership consolidated with Coast Resorts and Coast Hotels (the
"Reorganization"). Mr. Gaughan served as the managing general partner of the
Gold Coast Partnership from its inception in December 1986 until the effective
date of the Reorganization. Mr. Gaughan and Mr. Herbst were the sole
stockholders of Gaughan-Herbst, Inc., which was the sole corporate general
partner of the Gold Coast Partnership prior to the Reorganization. Mr. Gaughan
has been involved in the gaming industry since 1960 and has been licensed as a
casino operator since 1967.
Harlan D. Braaten. Mr. Braaten joined Coast Resorts as the President, Chief
Financial Officer and a director in October 1995, and was appointed Chief
Operating Officer in February 1996. His current term as a director expires in
2000. Mr. Braaten is also the President and Chief Operating Officer of Coast
Hotels. Prior to joining Coast Resorts, Mr. Braaten was employed in various
capacities, including the general manager and, most recently, senior vice
president, treasurer and chief financial officer of Rio Hotel and Casino, Inc.
in Las Vegas. From March 1989 to February 1991, Mr. Braaten was vice president,
finance of MGM/Marina Hotel and Casino in Las Vegas, Nevada. Prior thereto, from
November 1983 to March 1989, Mr. Braaten was property controller for Harrah's in
Reno, Nevada. Mr. Braaten has over 21 years of experience in the Nevada gaming
industry.
25
<PAGE>
Item 10. Executive Officers And Directors Of The Registrant (continued)
--------------------------------------------------------------
Jerry Herbst. Mr. Herbst has been a director, Vice President, Treasurer and
Assistant Secretary of Coast Resorts since its formation in September 1995. His
current term as a director expires in 2002. Mr. Herbst has been the president of
Terrible Herbst Oil Company, an owner and operator of gas stations and car
washes, since 1959. Mr. Herbst and Mr. Gaughan were the sole stockholders of
Gaughan-Herbst, Inc., which was the sole corporate general partner of the Gold
Coast Partnership prior to the formation of Coast Resorts. Mr. Herbst has served
as a member of the board of directors of Bank of America-Nevada since 1977, of
Nevada Power Company since 1990 and of Edelbrook Corporation since 1994.
J. Tito Tiberti. Mr. Tiberti has been a director, Vice President and Secretary
of Coast Resorts since its formation in September 1995. His current term as a
director expires in 2002. He is also a director and Vice President and Secretary
of Coast Hotels. Mr. Tiberti is the president, a director and a stockholder of,
and together with his immediate family, controls Tiberti Construction, a
construction company which served as the general contractor for the construction
of The Orleans and is also serving as general contractor for the Suncoast. He
has also served as managing general partner of The Tiberti Company, a real
estate rental and development company, since 1971. The Tiberti Company is the
lessor of the real property site for The Orleans. Mr. Tiberti has been involved
in the gaming industry for 20 years and was a general partner of the Barbary
Coast Partnership prior to the formation of Coast Resorts.
Gage Parrish. Mr. Parrish was named Vice President, Finance, Assistant
Secretary and a director of Coast Resorts and Coast Hotels in October 1995 and
was promoted to Chief Financial Officer in February 1996. His current term as a
director expires in 2000. Since 1986, he had been the Controller and Chief
Financial Officer of the Gold Coast Partnership prior to the formation of Coast
Resorts. From 1981 to 1986, Mr. Parrish served as Assistant Controller of the
Barbary Coast Partnership. Mr. Parrish is a certified public accountant and has
approximately 22 years of experience in the gaming industry.
Franklin Toti. Mr. Toti has been a director of Coast Resorts and Coast Hotels
since October 5, 1998. His current term expires in 2002. He has been Vice
President of Casino Operations for Coast Resorts since January 1, 1996. Mr. Toti
was a general partner and Casino Manager of the Barbary Coast Partnership from
its inception in 1979 until January 1, 1996, the effective date of the
Reorganization. Mr. Toti has 39 years of experience in the gaming industry.
F. Michael Corrigan. Mr. Corrigan was elected as a director of Coast Resorts
and Coast Hotels effective as of March 1, 1996. His current term as a director
expires in 2001. Since July 1989, Mr. Corrigan has served as the chief executive
officer of Corrigan Investments, Inc., which owns and manages real estate in
Nevada and Arizona. In addition, Mr. Corrigan is the Chief Executive Officer of
Corstan, Inc., a mortgage banking company, and was previously the owner,
President and Chief Operating Officer of Stanwell Mortgage, a Las Vegas mortgage
company.
Charles Silverman. Mr. Silverman was elected as a director of Coast Resorts
and Coast Hotels effective as of March 1, 1996. His current term as a director
expires in 2001. Mr. Silverman is the President and sole stockholder of Yates-
Silverman, Inc., which specializes in developing theme-oriented interiors and
exteriors and is a leading designer of hotels and casinos. Completed projects of
Yates-Silverman, Inc. include New York-New York, Excalibur, Circus Circus,
Luxor, the Trump Taj Mahal, Trump Castle and Atlantic City Showboat. Yates-
Silverman, Inc. also served as the primary designer for The Orleans and is
serving in the same capacity for the Suncoast. Mr. Silverman has served as the
president of Yates-Silverman, Inc. since its inception in 1971.
26
<PAGE>
Item 10. Executive Officers And Directors Of The Registrant (continued)
--------------------------------------------------------------
Joseph Blasco. Mr. Blasco was elected as a director of Coast Resorts and Coast
Hotels effective as of December 16, 1996. His current term as a director expires
in 2001. Since 1984, Mr. Blasco has been a partner in the real estate
development partnership which developed the Spanish Trail community in Las
Vegas, a project which includes over 1,200 homes, a 27-hole golf course and a
country club. Mr. Blasco is currently the managing general partner of United
Realty Investments, a real estate development and management company in Las
Vegas. He is also general partner in two real estate development partnerships,
Summer Trail LLC and Trop-Edmond Ltd.
Directors of Coast Resorts who are also employees of Coast Resorts or Coast
Hotels receive no compensation for service on the Company's Board of Directors
or its committees. All other directors receive an annual director's fee of
$24,000, payable quarterly in arrears. Directors may also be reimbursed for out-
of-pocket expenses incurred in connection with attending Board of Director or
committee meetings.
Item 11. Executive Compensation
----------------------
The following table sets forth all compensation earned by or paid by Coast
Resorts during 1997, 1998 and 1999 to each executive officer (the "Named
Executive Officers") whose compensation exceeded $100,000 in all capacities in
which they served.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------------------------------------
All Other
Name And Principal Position Year Salary Bonus Compensation/(1)/
- ------------------------------------------- ---------- ---------- ---------- -----------------
<S> <C> <C> <C> <C>
Michael J. Gaughan.......................... 1999 $ 300,000 $ -- $ 4,000
Chairman of the Board and Chief 1998 300,000 -- 5,000
Executive Officer 1997 300,000 -- 4,750
Harlan D. Braaten........................... 1999 $ 275,000 $ 137,500 $ 3,150
President and Chief Operating Officer 1998 250,000 125,000 5,000
1997 250,000 250,000/2/ 4,750
Gage Parrish................................ 1999 $ 212,500 $ 15,000 $ 3,900
Vice President, Chief Financial Officer 1998 200,000 -- 5,000
and Assistant Secretary 1997 200,000 -- 4,750
</TABLE>
__________
(1) The amounts reflect matching contributions paid to the Company's 401(k)
Profit Sharing Plan and Trust.
(2) Pursuant to his previous employment agreement, Mr. Braaten received a bonus
of $250,000 because Coast Resorts had not made a public offering of its
common stock by December 31, 1997. Mr. Braaten entered into a new employment
agreement effective as of January 1, 1999.
27
<PAGE>
Item 11. Executive Compensation (continued)
----------------------------------
Employment Agreement
Effective as of January 1, 1999, Coast Resorts entered into an employment
agreement with Harlan Braaten, President and Chief Operating Officer. The
agreement has a term of three years and provides for Mr. Braaten to receive a
base salary of $250,000 for the first year and $300,000 for the second and third
years. The agreement may be terminated upon 30 days notice by Mr. Braaten and at
any time by Coast Resorts. In addition, in the event of a termination of Mr.
Braaten's employment other than for failure to comply with Nevada gaming
regulations, failure to perform his duties, medical incapacity or his arrest on
a felony offense, Mr. Braaten will be entitled to receive a severance payment in
the amount of $300,000 plus any pro rata bonus payment and unvested stock
options to which he is entitled. Pursuant to the arrangement, Coast Resorts
granted Mr. Braaten options to purchase 30,415 shares of Coast Resorts, Inc.
common stock for $100 per share. The option vested as to one-third of the shares
on the grant date, January 1, 1999, and vested as to an additional one-third of
the shares on January 1, 2000 and will vest with respect to the final one-third
of the shares, on January 1, 2001.
Effective June 14, 1999, the Company issued options to purchase 5,000 shares
of its common stock to its chief financial officer, who is also the chief
financial officer of Coast Hotels. The options vest in one-third increments on
June 14, 1999, June 14, 2000 and June 14, 2001. The exercise price on the
options is at $100 per share, which is equivalent to the estimated fair value of
the Company's common stock at the grant date, as estimated by the Company from
recent sales of common stock between shareholders.
Bonus Plan
In 1996, Coast Hotels established a bonus plan designed to reward executive
officers and other key employees for their contributions to our business
objectives and operating results. Bonuses may be awarded at the discretion of
the Board of Directors based upon achievement of financial targets established
by the Board of Directors on an annual basis, and generally will be equal to a
percentage of the recipient's base salary, depending on the target achieved.
Bonuses awarded under the plan for the years ended December 31, 1997, 1998 and
1999 were $0, $125,000 and $197,500, respectively.
28
<PAGE>
Item 12. Security Ownership Of Certain Beneficial Owners And Management
--------------------------------------------------------------
The following table sets forth certain information regarding the beneficial
ownership of Coast Resorts common stock as of March 1, 2000 by (i) each person
who, to the knowledge of Coast Resorts, owns more than 5% of the outstanding
Coast Resorts common stock, (ii) each director of the Company, (iii) Named
Executive Officers and (iv) all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
Number
Name/(1)/ of Shares Percent
<S> <C> <C>
Michael J. Gaughan................................................... 452,103.97 30.6%
Jerry Herbst......................................................... 265,388.08 17.9%
Jimma Lee Beam....................................................... 104,529.41 7.1%
Franklin Toti........................................................ 99,776.47 6.7%
J. Tito Tiberti...................................................... 95,151.47 6.4%
Harlan D. Braaten/(2)/............................................... 20,276.66 1.4%
F. Michael Corrigan.................................................. 3,263.24 *
Joseph Blasco........................................................ 500.00 *
Charles Silverman.................................................... 500.00 *
Gage Parrish/(3)/.................................................... 1,666.66 --
All directors and executive officers as a group (nine persons)....... 938,626.55 63.5%
- -------------------
</TABLE>
* Less than one percent.
/(1)/ The address of Messrs. Gaughan and Herbst is 4500 West Tropicana Avenue,
Las Vegas, Nevada, 89103. The address of Mr. Toti is 3595 Las Vegas
Boulevard South, Las Vegas, Nevada 89109. The address of Mr. Tiberti is
1806 South Industrial Road, Las Vegas, Nevada 89102. The address of Ms.
Beam is 2409 Windjammer Way, Las Vegas, Nevada 89107.
/(2)/ Reflects shares that may be purchased upon exercise of a stock option.
Pursuant to his employment agreement, Mr. Braaten was granted an option
to purchase 30,415 shares of Coast Resorts, Inc. for $100 per share. One
third of the options vested on the grant date (January 1, 1999), one
third vest January 1, 2000 and the remaining third vest on January 1,
2001.
/(3)/ Reflects shares that may be purchased upon exercise of a stock option.
One third of the options vested on the grant date (June 14, 1999), one
third vest on June 14, 2000 and the remaining third vest on June 14,
2001.
Item 13. Certain Relationships And Related Transactions
----------------------------------------------
We maintain numerous racetrack dissemination contracts with Las Vegas
Dissemination Company, Inc. ("LVD"). Michael J. Gaughan's son is the president
and sole stockholder of LVD. LVD provides certain dissemination and pari-mutuel
services to the Orleans, the Gold Coast and the Barbary Coast. LVD has been
granted a license by the Nevada Gaming Authorities to disseminate live racing
for those events and tracks for which it contracts and has been granted the
exclusive right to disseminate all pari-mutuel services and race wire services
in the State of Nevada. Under these dissemination contracts, we pay to LVD an
average of 3% of the wagers accepted for races held at the racetracks covered by
the respective contracts. We also pay to LVD a monthly fee for race wire
services. For the fiscal years ended December 31, 1997, 1998 and 1999, we
incurred expenses payable to LVD of approximately $1.1 million, $3.1 million and
$1.3 million, respectively. The terms on which such services are provided are
regulated by the Nevada Gaming Authorities.
29
<PAGE>
Item 13. Certain Relationships And Related Transactions (continued)
----------------------------------------------------------
Tiberti Construction served as the general contractor for the original
construction of the Gold Coast and for certain expansions thereof, and for the
original construction of the Barbary Coast and all expansions thereof. Tiberti
Construction was also the general contractor for the original construction of
the Orleans, and the 1997 and 1999 expansions. Tiberti Construction is
currently the general contractor for the Suncoast construction. J. Tito Tiberti
owns approximately 6.4% of the outstanding common stock of Coast Resorts, and is
a director, Vice President and Secretary of Coast Hotels and Coast Resorts. Mr.
Tiberti is the president, a director and stockholder of, and together with his
immediate family members, controls Tiberti Construction. For the years ended
December 31, 1997, 1998 and 1999, we incurred expenses payable to Tiberti
Construction of approximately $26.2 million, $3.7 million and $27.9 million,
respectively.
We have entered into a ground lease with The Tiberti Company, a Nevada general
partnership, with respect to the real property on which the Orleans is located.
Mr. Tiberti, a director of Coast Hotels and a director and stockholder of Coast
Resorts, is the managing partner of The Tiberti Company. For the fiscal years
ended December 31, 1997, 1998 and 1999, we paid rental expenses to The Tiberti
Company of approximately $2.1 million, $2.4 million and $2.4 million,
respectively.
Michael J. Gaughan and Franklin Toti are owners of LGT Advertising, which
serves as our advertising agency. LGT Advertising purchases advertising for our
casinos from third parties and passes any discounts directly through to us. LGT
Advertising receives no compensation or profit for such activities, and invoices
us for actual costs incurred. LGT Advertising uses our facilities and employees
in rendering its services, but does not pay any compensation to us for such use.
Messrs. Gaughan and Toti receive no compensation from LGT Advertising.
Advertising expenses payable to LGT Advertising were approximately $7.5 million,
$6.0 million and $5.4 million for the years ended December 31, 1997, 1998 and
1999, respectively.
We have purchased certain of our equipment and inventory for our operations
from RJS Inc., a Nevada corporation that is owned by Michael J. Gaughan's father
and Steven Delmont, our restaurant manager. RJS invoices us for actual costs
incurred. For the fiscal years ended December 31, 1997, 1998 and 1999, we
incurred expenses payable to RJS of approximately $1.4 million, $829,000 and
$2.1 million, respectively.
Michael J. Gaughan is the majority stockholder of Nevada Wallboards, Inc., a
Nevada corporation ("Nevada Wallboards"), which prints wallboards and parlay
cards for the use in our race and sports books. Mr. Gaughan receives no
compensation from Nevada Wallboards. For the fiscal years ended December 31,
1997, 1998 and 1999, we incurred expenses payable to Nevada Wallboards of
approximately $198,000, $186,000 and $180,000, respectively.
Charles Silverman, a director of Coast Hotels and Coast Resorts, is the
president of Yates-Silverman, Inc., which served as the designer of the Orleans
and is serving as the designer for the Suncoast. For the fiscal years ended
December 31, 1997, 1998 and 1999, we incurred expenses payable to Yates-
Silverman of $177,000, $500,000 and $721,000, respectively.
Coast Hotels promotes the Orleans by advertising on NASCAR racecars operated
by Orleans Motorsports, Inc. In 1999, we spent $300,000 in connection with this
promotion. Brendan Gaughan, the son of Michael J. Gaughan, is the main driver
employed by Orleans Motorsports.
The foregoing transactions are believed to be on terms no less favorable to us
than could have been obtained from unaffiliated third parties and were approved
by a majority of our disinterested directors. Any future transactions between us
and our officers, directors, principal stockholders or affiliates will be on
terms no less favorable to us than may be obtained from unaffiliated third
parties, and will be approved by a majority of our disinterested directors.
30
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
---------------------------------------------------------------
(a) Financial Statements, Financial Statement Schedules and Exhibits
<TABLE>
<CAPTION>
Page
------
<C> <S> <C>
1. Financial Statements Index F-1
2. Financial Statements Schedules Index:
Schedule I - Condensed Financial Information of Coast Resorts F-23
Schedule II - Valuation and Qualifying Accounts F-27
3. Exhibits
</TABLE>
31
<PAGE>
ITEM 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
---------------------------------------------------------------
(continued)
-----------
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- --------- ------------------------------------------------------------------------------------------
<C> <S>
3.1 Amended Articles of Incorporation of Coast Hotels and Casinos, Inc.(5)
3.2 First Amended Bylaws of Coast Hotels and Casinos, Inc.(5)
3.3 Articles of Incorporation of Coast Resorts, Inc. (1)
3.4 First Amended Bylaws of Coast Resorts, Inc.(1)
4.1 Indenture dated as of January 30, 1996, among Coast Hotels and Casinos, Inc., as issuer of 13%
First Mortgage Notes due 2002, Coast Resorts, Inc. and Coast West, Inc., as the Guarantors, and
American Bank National Association, as Trustee (4)
4.3 Form of 13% Note (included in Exhibit 4.1)
4.4 Indenture dated as of March 23, 1999 among Coast Hotels and Casinos, Inc. as issuer of 9 1/2%
Senior subordinated notes due 2009, Coast Resorts, Inc., as guarantor, and Firstar Bank of
Minnesota, N.A., as Trustee (8)
4.5 Form of 9 1/2% Note (Included in Exhibit 4.4)
4.6 First Supplemental Indenture dated as of March 5, 1999, with respect to the Indenture dated as
of January 30, 1996 among Coast Hotels and Casinos, Inc, as issuer of the 13% Notes, Coast
Resorts, Inc. and Coast West, Inc., as the Guarantors, and Firstar Bank of Minnesota, N.A., as
successor in interest to American Bank National Association, as Trustee (8)
10.1 Registration Rights Agreement dated as of January 30, 1996 among Coast Hotels and Casinos,
Inc., as issuer of the 13% Notes, Coast Resorts, Inc. and Coast West, Inc., as the Guarantors,
and Bear, Stearns & Co. Inc and BA Securities, Inc.(4)
10.2 13% Note Guarantee of Coast Resorts, Inc(4)
10.3 (Intentionally left blank)
10.4 Deed of Trust, Assignment of Rents, Leases and Security Agreement dated January 30, 1996 of
Coast Hotels and Casinos, Inc (4)
10.5 Leasehold Deed of Trust, Assignment of Rents, Leases and Security Agreement dated January 30,
1996 of Coast West, Inc.(4)
10.6 Security Agreement dated January 30, 1996 by and between Coast Hotels and Casinos, Inc. and
American Bank National Association (4)
10.7 Security Agreement dated January 30, 1996 by and between Coast West, Inc. and American Bank
National Association (4)
10.8 Stock Pledge and Security Agreement dated January 30, 1996 by and among Coast Resorts, Inc. and
American Bank National Association(4)
10.9 Disbursement and Escrow Agreement dated January 30, 1996 among Nevada Title Company, American
Construction Services, Inc., American Bank National Association and Coast Hotels and Casinos,
Inc. (4)
10.10 Pledge and Escrow Agreement dated January 30, 1996 between American Bank National Association
and Coast Hotels and Casinos, Inc.(4)
10.11 Collateral Assignment of Contracts dated January 30, 1996(4)
</TABLE>
32
<PAGE>
ITEM 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
---------------------------------------------------------------
(continued)
-----------
Exhibit Index (continued)
<TABLE>
<C> <S>
10.12 Escrow Agreement dated January 30, 1996 by and among Coast Resorts, Inc., American Bank
National Association and Bank of America Nevada(4)
10.13 Unsecured Environmental Indemnification Agreement among Coast Hotels and Casinos, Inc. and
American Bank National Association(4)
10.14 Unsecured Environmental Indemnification Agreement among Coast West, Inc. and American Bank
National Association (4)
10.15 Tax Sharing Agreement dated as of January 30, 1996 by and among Coast Resorts, Inc., Coast
Hotels and Casinos, Inc. and Coast West, Inc. (4)
10.16 (Intentionally left blank)
10.17 Ground Lease dated as of October 1, 1995, between The Tiberti Company, a Nevada general
partnership, and Coast Hotels and Casinos, Inc. (as successor of Gold Coast Hotel and Casino, a
Nevada limited partnership) (3)
10.18 Lease Agreement dated May 1, 1992, by and between Empey Enterprises, a Nevada general
partnership, as lessor, and the Barbary Coast Hotel & Casino, a Nevada general partnership, as
lessee (1)
10.19 Ground Lease Agreement dated October 28, 1994 by and among 21 Stars, Ltd., a Nevada limited
liability company, as landlord, Barbary Coast Hotel & Casino, a Nevada general partnership, as
tenant, Wanda Peccole, as successor trustee of the Peccole 1982 Trust dated February 15, 1982
("Trust), and The William Peter and Wanda Ruth Peccole Family Limited Partnership, a Nevada
limited partnership ("Partnership"), and, together with Trust, as owner, as amended(1)
10.20 Form of Subordination Agreement with former Gold Coast partners holding Subordinated Notes (4)
10.21 Lease dated as of November 1, 1982, by and between Nevada Power Company, a Nevada Corporation
as landlord, and Barbary Coast Hotel and Casino, a Nevada general partnership (1)
10.22 Leasehold Deed of Trust, Assignment of Rents and Security Agreement dated February 13, 1991, by
and between the Barbary Coast Hotel and Casino, a Nevada general partnership, First American
Title Company of Nevada, and Exber, Inc., a Nevada corporation (1)
10.23 (Intentionally left blank)
10.24 (Intentionally left blank)
10.25 10 7/8% First Mortgage Notes dated November 21, 1997 (6)
10.26 Indenture dated as of November 21, 1997 among Coast Hotels and Casinos, Inc., as issuer of the
10 7/8% First Mortgage Notes due 2001, the Guarantors, and Firstar Bank of Minnesota, N.A., as
Trustee(6)
10.27 10 7/8% Note Guarantee of Coast Resorts, Inc. (6)
10.28 Purchase Agreement for 10 7/8% Notes dated November 21, 1997 (6)
10.29 Security Agreement dated November 21, 1997 (Coast Hotels and Casinos, Inc.) (6)
10.30 Deed of Trust, Assignment of Rents, Leases and Security Agreement dated November 21, 1997 (6)
10.31 Stock Pledge and Security Agreement dated November 21, 1997 (Coast Resorts, Inc.) (6)
10.32 Pari Passu Intercreditor Agreement dated November 21, 1997 (6)
10.33 Master Security Agreement, dated as of October 24, 1996, by and between Coast Hotels and
Casinos, Inc. and the CIT Group/Equipment Financing, Inc. (7)
</TABLE>
33
<PAGE>
ITEM 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
---------------------------------------------------------------
(continued)
-----------
Exhibit Index (continued)
<TABLE>
<C> <S>
10.34 Amendment No. 1, dated December 27, 1996, to Master Security Agreement dated as of October 24,
1996 by and between Coast Hotels and Casinos, Inc. And the CIT Group/Equipment Financing Inc.
(7)
10.35 Agreement Between Owner and Contractor dated as of February 9, 1999, between Coast Resorts,
Inc., as owner, and J.A. Tiberti Construction Co., Inc., as contractor (7)
10.36 Employment Agreement dated as of January 1, 1999, between Harlan Braaten and Coast Hotels and
Casinos, Inc. (8)
10.37 Amendment dated as of March 5, 1999 to the Deed of Trust, Assignment of Rents, Leases and
Security Agreement dated January 30, 1996 of Coast Hotels and Casinos, Inc (8)
10.38 Amendment dated as of March 5, 1999 to the Leasehold Deed of Trust, Assignment of Rents, Leases
and Security Agreement dated January 30, 1996 of Coast West, Inc.(8)
10.39 Amendment dated as of March 5, 1999 to the Security Agreement dated January 30, 1996 by and
between Coast Hotels and Casinos, Inc. and American Bank National Association (8)
10.40 Amendment dated as of March 5, 1999 to the Security Agreement dated January 30, 1996 by and
between Coast West, Inc. and American Bank National Association (8)
10.41 Amendment dated as of March 5, 1999 to the Stock Pledge and Security Agreement dated January
30, 1996 by and among Coast Resorts, Inc. and American Bank National Association(8)
10.42 Amendment dated as of March 5, 1999 to the Collateral Assignment of Contracts dated January 30,
1996(8)
10.43 Amendment dated as of March 5, 1999 to the Unsecured Environmental Indemnification Agreement
among Coast Hotels and Casinos, Inc. and American Bank National Association(8)
10.44 Amendment dated as of March 5, 1999 to the Unsecured Environmental Indemnification Agreement
among Coast West, Inc. and American Bank National Association(8)
10.45 Placement Agreement for the 9 1/2% Notes, dated March 18, 1999, among Coast Hotels and
Casinos, Inc., Coast Resorts, Inc., Morgan Stanley & Co., Inc. NationsBanc Montgomery
Securities LLC (8)
10.46 Registration Rights Agreement dated March 23, 1999 among Coast Hotels and Casinos, Inc.and
Coast Resorts, Inc., and Morgan Stanley & Co., Inc. and NationsBanc Montgomery Securities LLC
(8)
10.47 Loan Agreement dated as of March 18, 1999 among Coast Hotels and Casinos, Inc., as Borrower,
the Lenders referred to therein, and Bank of America National Trust and Savings Association, as
Administrative Agent (8)
10.48 Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and
Casinos, Inc., as Borrower, the Lenders referred to therein, and Bank of America National Trust
and Savings Association, as Administrative Agent (9)
10.49 Security Agreement dated as of March 18, 1999 by Coast Hotels and Casinos, Inc. in favor of
Bank of America National Trust and Savings Association, as administrative agent, filed as an
exhibit to Coast Hotels and Casinos, Inc. current Report on Form 10-K for the fiscal year ended
December 31, 1999, and incorporated herein by reference
10.50 Security Agreement dated as of March 18, 1999 by Coast Resorts, Inc. in favor of Bank of
America National Trust and Savings Association, as administrative agent, filed as an exhibit
to Coast Hotels and Casinos, Inc. current Report on Form 10-K for the fiscal year ended
December 31, 1999, and incorporated herein by reference
10.51 Pledge Agreement dated as of September 1999 by Coast Resorts, Inc. in favor of Bank
of America National Trust and Savings Association, as administrative agent, filed as an exhibit
to Coast Hotels and Casinos, Inc. current Report on Form 10-K for the fiscal year ended
December 31, 1999, and incorporated herein by reference
</TABLE>
34
<PAGE>
ITEM 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
---------------------------------------------------------------
(continued)
-----------
Exhibit Index (continued)
<TABLE>
<C> <S>
10.52 Leasehold Deed of Trust, Assignment of Rents and Fixture Filing dated as of March 18, 1999, by Coast Hotels and
Casinos, Inc in favor of Bank of America National Trust and Savings Association, as administrative agent (The
Orleans Hotel and Casino), filed as an exhibit to Coast Hotels and Casinos, Inc. current report on Form 10-K for
the fiscal year ended December 31, 1999, and incorporated herein by reference
10.53 Leasehold Deed of Trust, Assignment of Rents and Fixture Filing dated as of March 18, 1999, by Coast Hotels and
Casinos, Inc in favor of Bank of America National Trust and Savings Association, as administrative agent (The Gold
Coast Hotel and Casino), filed as an exhibit to Coast Hotels and Casinos, Inc. current report on Form 10-K for the
fiscal year ended December 31, 1999, and incorporated herein by reference
10.54 Leasehold Deed of Trust, Assignment of Rents and Fixture Filing dated as of March 18, 1999, by Coast Hotels and
Casinos, Inc in favor of Bank of America National Trust and Savings Association, as administrative agent (The
Suncoast), filed as an exhibit to Coast Hotels and Casinos, Inc. current report on Form 10-K for the fiscal year
ended December 31, 1999, and incorporated herein by reference
10.55 Guaranty dated March 18, 1999 by Coast Resorts in favor of Bank of America National Trust and Savings Association,
as administrative agent, filed as an exhibit to Coast Hotels and Casinos, Inc. current report on Form 10-K for the
fiscal year ended December 31, 1999, and incorporated herein by reference
10.56 Trademark Security Interest Assignment dated as of March 18, 1999 by Coast Hotels and Casinos, Inc. and Coast
Resorts, Inc. in favor of Bank of America National Trust and Savings Association, as administrative agent, filed
as an exhibit to Coast Hotels and Casinos, Inc. current report on Form 10-K for the fiscal year ended December 31,
1999, and incorporated herein by reference
27 Financial Data Schedule
</TABLE>
____________
(1) Previously filed with the Securities and Exchange Commission as an exhibit
to Coast Resorts, Inc.'s General Form for Registration of Securities on Form
10 and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as an exhibit
to Coast Resorts, Inc.'s Amendment No. 1 to General Form for Registration of
Securities on Form 10 and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as an exhibit
to Coast Resorts, Inc.'s Amendment No. 2 to General Form for Registration of
Securities on Form 10 and incorporated herein by reference.
(4) Previously filed as an exhibit to Coast Resorts, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated herein by
reference.
(5) Previously filed with the Securities and Exchange Commission as an exhibit
to Coast Resorts, Inc.'s Registration Statement on Form S-4 filed May 2,
1996 and incorporated herein by reference.
(6) Previously filed as an exhibit to Coast Resorts, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997 and incorporated herein by
reference.
(7) Previously filed as an exhibit to Coast Resorts, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1998 and incorporated herein by
reference.
(8) Previously filed with the Securities and Exchange Commission as an exhibit
to Coast Hotels and Casinos, Inc.'s Registration Statement on Form S-4
(File no. 333-79657) dated May 28, 1999 and incorporated herein by
reference.
(9) Previously filed with the Securities and Exchange Commission as an exhibit
to Coast Resorts, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference.
(b) Reports on Form 8-K
None.
35
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Las Vegas, State of Nevada, on March 29, 2000
COAST RESORTS, INC.
By: /s/ MICHAEL J. GAUGHAN
--------------------------
Michael J. Gaughan,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- -------------------------------------- ---------------
<S> <C> <C>
/s/ MICHAEL J. GAUGHAN Chairman of the Board of Directors and March 29, 2000
- ----------------------------------- Chief Executive Officer
Michael J. Gaughan (Principal Executive Officer) and Director
/s/ GAGE PARRISH Director and Chief Financial Officer March 29, 2000
- ------------------------------------ (Principal Financial and Accounting Officer)
Gage Parrish
/s/ HARLAN D. BRAATEN Director March 29, 2000
- ------------------------------------
Harlan D. Braaten
/s/ JERRY HERBST Director March 29, 2000
- ------------------------------------
Jerry Herbst
/s/ J. TITO TIBERTI Director March 29, 2000
- -------------------------------------
J. Tito Tiberti
/s/ CHARLES SILVERMAN Director March 29, 1999
- --------------------------------------
Charles Silverman
/s/ F. MICHAEL CORRIGAN Director March 29, 1999
- ---------------------------------------
F. Michael Corrigan
/s/ JOSEPH A. BLASCO Director March 29, 1999
- ------------------------------------
Joseph A. Blasco
/s/ FRANKLIN TOTI Director March 29, 1999
- ------------------------------------
Franklin Toti
</TABLE>
36
<PAGE>
Index To Consolidated Financial Statements
COAST RESORTS, INC. AND SUBSIDIARY
<TABLE>
<S> <C>
Report of Independent Accountants................................................. F-2
Consolidated Balance Sheets of Coast Resorts, Inc., and Subsidiary as
of December 31, 1998 and 1999................................................ F-3
Consolidated Statements of Operations of Coast Resorts, Inc. and Subsidiary
for the years ended December 31, 1997, 1998 and 1999......................... F-4
Consolidated Statements of Stockholders' Equity of Coast Resorts, Inc. and
Subsidiary for the years ended December 31, 1997, 1998 and 1999.............. F-5
Consolidated Statements of Cash Flows of Coast Resorts, Inc. and Subsidiary
for the years ended December 31, 1997, 1998 and 1999........................ F-6
Notes to Consolidated Financial Statements........................................ F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Directors and Stockholders of Coast Resorts, Inc. and Subsidiary
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of Coast
Resorts, Inc. and Subsidiary as of December 31, 1998 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Las Vegas, Nevada
February 4, 2000
F-2
<PAGE>
COAST RESORTS, INC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1999
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................ $ 41,598 $ 38,629
Accounts receivable, less allowance for doubtful
accounts of $594 (1998) and $842 (1999)................................ 4,301 4,212
Inventories.............................................................. 4,912 5,481
Prepaid expenses......................................................... 6,037 6,324
Other current assets..................................................... 3,083 5,117
-------- --------
TOTAL CURRENT ASSETS.................................................... 59,931 59,763
PROPERTY AND EQUIPMENT, net............................................... 301,252 337,704
OTHER ASSETS.............................................................. 5,644 8,652
-------- --------
$366,827 $406,119
======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................................................ $ 9,888 $ 11,738
Accrued liabilities..................................................... 26,976 32,781
Construction accounts payable........................................... -- 8,304
Current portion of long-term debt....................................... 7,905 2,473
-------- --------
TOTAL CURRENT LIABILITIES............................................. 44,769 55,296
LONG-TERM DEBT, less current portion...................................... 199,954 234,766
DEFERRED INCOME TAXES..................................................... 6,654 4,222
DEFERRED RENT............................................................. 13,024 16,732
-------- --------
TOTAL LIABILITIES......................................................... 264,401 311,016
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 500,000 shares authorized, none
issued and outstanding............................................... -- --
Common stock, $.01 par value, 2,000,000 shares authorized,
1,494,353 (1998) and 1,478,978 (1999) shares issued and outstanding.. 15 15
Treasury stock.......................................................... -- (1,538)
Additional paid-in capital.............................................. 95,398 95,398
Retained earnings....................................................... 7,013 1,228
-------- --------
TOTAL STOCKHOLDERS' EQUITY............................................ 102,426 95,103
-------- --------
$366,827 $406,119
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
COAST RESORTS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1997, 1998 and 1999
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING REVENUES:
Casino..................................................... $ 211,026 $ 242,992 $ 265,753
Food and beverage.......................................... 61,724 66,503 72,697
Hotel...................................................... 28,095 28,443 30,296
Other...................................................... 19,994 26,421 29,110
---------- ---------- ----------
GROSS OPERATING REVENUES................................ 320,839 364,359 397,856
Less: promotional allowances............................... (26,956) (31,996) (35,325)
---------- ---------- ----------
NET OPERATING REVENUES.................................. 293,883 332,363 362,531
---------- ---------- ----------
OPERATING EXPENSES:
Casino..................................................... 114,932 127,512 131,402
Food and beverage.......................................... 50,129 47,278 50,923
Hotel...................................................... 12,623 11,856 12,923
Other...................................................... 19,516 22,503 25,041
General and administrative................................. 52,526 54,926 60,480
Pre-opening expenses....................................... -- -- 235
Land lease................................................. 4,220 4,280 3,770
Deferred (non-cash) rent................................... 4,078 4,018 2,918
Depreciation and amortization.............................. 18,278 20,607 21,613
---------- ---------- ----------
TOTAL OPERATING EXPENSES................................ 276,302 292,980 309,305
---------- ---------- ----------
OPERATING INCOME........................................ 17,581 39,383 53,226
---------- ---------- ----------
OTHER INCOME (EXPENSES):
Interest expense:
Related parties......................................... (148) -- --
Other................................................... (26,191) (27,323) (22,503)
Interest income............................................ 98 695 450
Interest capitalized....................................... 1,016 58 612
Gain (loss) on disposal of equipment....................... 919 168 (192)
---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSES)........................... (24,306) (26,402) (21,633)
---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM............................................ (6,725) 12,981 31,593
PROVISION (BENEFIT) FOR INCOME TAXES............................ (2,115) 4,994 10,371
---------- ---------- ----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM......................... (4,610) 7,987 21,222
---------- ---------- ----------
EXTRAORDINARY ITEM - loss on early retirement of
debt, net of applicable income tax benefit ($14,543).......... -- -- (27,007)
---------- ---------- ----------
NET INCOME (LOSS)............................................... $ (4,610) $ 7,987 $ (5,785)
========== ========== ==========
Basic and diluted net income (loss) per share
of common stock before extraordinary item.................... $ (3.08) $ 5.34 $ 14.35
========== ========== ==========
Basic and diluted net income (loss) per share of common stock... $ (3.08) $ 5.34 $ (3.91)
========== ========== ==========
Weighted average shares outstanding............................. 1,494,353 1,494,353 1,478,978
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
COAST RESORTS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For The Years Ended December 31, 1997, 1998, and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Retained
------------------------- Additional Earnings Treasury
Shares Amount Paid-In Capital (Deficit) Stock Total
---------- ---------- --------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996......... 1,494,353 $15 $95,398 $ 3,636 $ -- $ 99,049
Net income........................ -- -- -- (4,610) -- (4,610)
--------- --- ------- -------- ------- --------
Balances at December 31, 1997......... 1,494,353 15 95,398 (974) -- 94,439
Net income........................ -- -- -- 7,987 -- 7,987
--------- --- ------- -------- ------- --------
Balances at December 31, 1998......... 1,494,353 15 95,398 7,013 -- 102,426
Repurchase of common stock........ (15,375) -- -- -- (1,538) (1,538)
Net loss.......................... -- -- -- (5,785) -- (5,785)
--------- --- ------- -------- ------- --------
Balances at December 31, 1999......... 1,478,978 $15 $95,398 $ 1,228 $(1,538) $ 95,103
========= === ======= ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
COAST RESORTS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1997, 1998 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................................. $ (4,610) $ 7,987 $ (5,785)
--------- --------- ----------
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization................................ 18,278 20,607 21,613
Provision for bad debts...................................... (185) 400 248
Loss on early retirement of debt............................. -- -- 41,550
Loss (gain) on disposal of equipment......................... (919) (168) 192
Deferred rent................................................ 4,078 4,018 3,708
Deferred income taxes........................................ (402) 1,086 (3,099)
Amortization of original issue discount...................... 616 706 124
(Increase) decrease in operating assets:
Accounts receivable....................................... (1,773) 915 (159)
Refundable income taxes................................... (388) 1,772 (870)
Inventories............................................... 1,279 173 (569)
Prepaid expenses and other assets......................... (1,370) (1,727) (117)
Increase (decrease) in operating liabilities:
Accounts payable.......................................... (2,727) 781 1,850
Accrued liabilities....................................... 2,172 (705) 5,805
--------- --------- ---------
TOTAL ADJUSTMENTS.................................. 18,659 27,858 70,276
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 14,049 35,845 64,491
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net of amounts in accounts payable....... (58,912) (15,748) (49,242)
Proceeds from sale of equipment................................ 1,070 168 437
-------- -------- ---------
NET CASH USED IN INVESTING ACTIVITIES................ (57,842) (15,580) (48,805)
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under bank line of credit, net of
financing costs............................................. -- -- 67,637
Proceeds from issuance of long-term debt, net of issuance
costs....................................................... 19,569 -- 167,808
Principal payments on long-term debt........................... (7,913) (8,097) (15,545)
Repurchase of common stock..................................... -- -- (1,538)
Repayments of borrowings under bank line of credit............. -- -- (14,000)
Early retirement of debt....................................... -- -- (223,017)
-------- -------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES........................................ 11,656 (8,097) (18,655)
-------- -------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................ (32,137) 12,168 (2,969)
CASH AND CASH EQUIVALENTS, at beginning of year..................... 61,567 29,430 41,598
-------- -------- ---------
CASH AND CASH EQUIVALENTS, at end of year........................... $ 29,430 $ 41,598 $ 38,629
======== ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO 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 (through July 21, 1998) Coast West, Inc. ("Coast West"),
also Nevada corporations. Through Coast Hotels, the Company owns and operates
the following hotel-casinos in Las Vegas, Nevada:
. Gold Coast Hotel and Casino, which is located approximately one mile west
of the Las Vegas Strip on Flamingo Road.
. Barbary Coast Hotel and Casino, which is located on the Las Vegas Strip.
. The Orleans Hotel and Casino, which is located approximately one mile west
of the Las Vegas Strip on Tropicana Avenue. The Orleans opened for business
on December 18, 1996.
. The Company began construction of a fourth hotel-casino, the Suncoast, in
July 1999.
On July 21, 1998, the Company contributed the capital stock of Coast West
to Coast Hotels, as a result of which Coast West became a wholly owned
subsidiary of Coast Hotels.
Basis of Presentation
The consolidated financial statements for 1997 and 1998 include the
accounts of the Company and its subsidiaries through the date on which Coast
West was contributed to Coast Hotels. The 1998 consolidated financial statements
subsequent to that date and for 1999 include the accounts of the Company and
Coast Hotels. All intercompany balances and transactions have been eliminated
for all periods presented.
NOTE 2 -- Summary Of Significant Accounting Policies
Inventories
Inventories, which consist primarily of food and beverage, liquor store,
and gift shop merchandise, are valued at the lower of cost or market value
(which is determined using the first-in, first-out and the average cost methods)
except for the base stocks of bar glassware and restaurant china which are
stated at original cost with subsequent replacements charged to expense.
Original Issue Discount and Debt Issue Costs
Original issue discount is amortized over the life of the related
indebtedness using the effective interest method. Costs associated with the
issuance of debt are deferred and amortized over the life of the related
indebtedness also using the effective interest method.
F-7
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 -- Summary Of Significant Accounting Policies (continued)
Property, Equipment and Depreciation
Property and equipment are stated at cost. Expenditures for additions,
renewals and betterments are capitalized, and expenditures for maintenance and
repairs are charged to expense as incurred. Upon retirement or disposal of
assets, the cost and accumulated depreciation are eliminated from the accounts
and the resulting gain or loss is included in income. Depreciation is computed
by the straight-line method over the estimated useful lives of property and
equipment, which range from 5 to 15 years for equipment and up to 40 years for
buildings and improvements.
During construction, the Company capitalizes interest and other direct and
indirect development costs. Interest is capitalized monthly by applying the
effective interest rate on certain borrowings to the average balance of
expenditures. The interest that was capitalized was $1,016,000 (1997), $58,000
(1998) and $612,000 (1999).
Pre-opening and Related Promotional Expense
Prior to January 1, 1999, costs associated with the opening of new hotel-
casinos or major additions to an existing hotel-casino, including personnel,
training, certain marketing and other costs, were capitalized and charged to
expense over management's estimate of the period of economic benefit associated
with such costs. Management believes that such period, with respect to major
hotel-casinos, was within one fiscal quarter of the date of opening. Beginning,
January 1, 1999, pre-opening costs are expensed as incurred. There were no
capitalized pre-opening costs at December 31, 1997 or 1998, and $235,000 in
pre-opening costs were expensed in 1999 in connection with the development of
the Suncoast.
Valuation of Long-Lived Assets
Long-lived assets and certain identifiable intangibles held and used by the
Company are reviewed for impairment whenever events or changes in circumstances
warrant such a review. The carrying value of a long-lived or intangible asset is
considered impaired when the anticipated undiscounted cash flow from such asset
is separately identifiable and is less than its carrying value. In that event, a
loss is recognized based on the amount by which the carrying value exceeds the
fair value of the asset. Fair value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Losses on long-lived assets to be disposed of are determined in a similar
manner, except that fair values are reduced for the cost to dispose.
Advertising Costs
Costs for advertising are expensed as incurred, except costs for direct-
response advertising, which are capitalized and amortized over the period of the
related program. Direct-response advertising costs consist primarily of mailing
costs associated with direct-mail programs. Capitalized advertising costs were
immaterial at December 31, 1998 and 1999. Advertising expense was $7.5 million,
$6.0 million and $5.4 million for the years ended December 31, 1997, 1998 and
1999, respectively.
F-8
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 -- Summary Of Significant Accounting Policies (continued)
Casino Revenue
In accordance with common industry practice, the Company recognizes as
casino revenue the net win from gaming activities which is the difference
between amounts wagered and amounts paid to winning patrons.
Deferred Revenue
Wagers received on all sporting events are recorded as a liability until
the final outcome of the event when the payoffs, if any, can be determined.
Progressive Jackpot Payouts
The Company has a number of progressive slot machines, progressive poker
games and a progressive keno game. As coins are played on the progressive slot
machines, the amount available to win increases, to be paid out when the
appropriate jackpot is hit. The keno game and poker game payout also increases
with the amount of play, to be paid out when hit. In accordance with common
industry practice, the Company has recorded the progressive jackpot as a
liability with a corresponding charge against casino revenue.
Promotional Allowances
The retail value of hotel accommodations and food and beverage items
provided to customers without charge is included in gross revenues and then
deducted as promotional allowances, to arrive at net revenues.
The estimated cost of providing these complimentary services is as follows
for the years ended December 31, 1997, 1998 and 1999:
<TABLE>
<CAPTION>
December 31,
----------------------------------------
1997 1998 1999
---------- ---------- ----------
(in thousands)
<S> <C> <C> <C>
Hotel...................................... $ 2,023 $ 2,497 $ 2,167
Food and beverage.......................... 23,187 25,552 28,593
------- ------- -------
Total cost of promotional allowances....... $25,210 $28,049 $30,760
======= ======= =======
</TABLE>
F-9
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 -- Summary Of Significant Accounting Policies (continued)
Promotional Allowances (continued)
The cost of promotional allowances has been allocated to expense as follows
for the years ended December 31, 1997, 1998 and 1999:
<TABLE>
<CAPTION>
December 31,
----------------------------------------
1997 1998 1999
---------- ---------- ----------
(in thousands)
<S> <C> <C> <C>
Casino................ $22,280 $25,290 $28,106
Other................. 2,930 2,759 2,654
------- ------- -------
$25,210 $28,049 $30,760
======= ======= =======
</TABLE>
Slot Club Promotion
The Company has established promotional slot clubs to encourage repeat
business from frequent and active slot customers. Members in the clubs earn
points based on slot activity accumulated in the members' account. Points can be
redeemed for certain consumer products (typically household appliances), travel,
food and beverage and cash. The Company accrues for slot club points expected to
be redeemed in the future based on the average cost of items expected to be
redeemed.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS
109"). Under SFAS 109 deferred tax assets and liabilities are recognized for the
expected future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a remaining
maturity at acquisition of three months or less to be cash equivalents. Cash in
excess of daily requirements is typically invested in U.S. Government-backed
repurchase agreements with maturities of 30 days or less. Such investments are
generally made with major financial institutions having a high credit rating. At
times, the Company's cash deposited in financial institutions may be in excess
of federally insured limits. These instruments are stated at cost, which
approximates fair value because of their short maturity.
F-10
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 -- Summary Of Significant Accounting Policies (continued)
Net Income (Loss) Per Common Share
Basic earnings per share is computed based on weighted average shares
outstanding while diluted earnings per share reflects the additional dilution
for all potential dilutive securities, such as stock options and warrants.
Net income per common share for the years ended December 31, 1997, 1998 and
1999 is computed by dividing net income by the weighted average number of shares
of common stock outstanding, which weighted average totaled 1,494,353 shares,
1,494,353 shares and 1,478,978 shares, respectively. There were no options to
purchase common stock issued in 1997 or 1998. The weighted-average number of
options to purchase common stock outstanding for the year ended December 31,
1999 was 10,971. However, these options were excluded from the calculation of
diluted earnings per share as their inclusion would have been antidilutive (by
reducing the loss per share).
Concentration of Credit Risk
The Company extends credit to casino patrons after background checks and
investigations of creditworthiness and does not require collateral. The Company
has a concentration of credit risk in Southern Nevada. The Company records
provisions for potential credit losses and such losses have been within
management's expectations. Management believes that as of December 31, 1999, no
significant concentration of credit risk exists for which an allowance has not
already been determined and recorded.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
F-11
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 -- Summary Of Significant Accounting Policies (continued)
Stock Options
The Financial Accounting Standards Board has issued Statement No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"). This Statement
defines a fair value based method of accounting for an employee stock option in
which companies account for stock options by recognizing, as compensation
expense in the statement of operations, the fair value of stock options granted
over the vesting period of the option. The statement also permits companies to
continue accounting for stock options under Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"). The Company
has elected to account for stock options under APB No. 25 and to disclose the
pro forma impact on net income and earning per share as if the Company had used
the fair value method recommended by SFAS No. 123.
Reclassifications
Certain amounts in the 1997 and 1998 financial statements have been
reclassified to conform with the 1999 presentation.
NOTE 3 -- Property And Equipment
Major classes of property and equipment consist of the following as of
December 31, 1998 and 1999:
<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1999
---------- ----------
(in thousands)
<S> <C> <C>
Building............................. $ 233,570 $ 241,605
Furniture and fixtures............... 146,175 162,961
--------- ---------
379,745 404,566
Less accumulated depreciation........ (100,369) (118,249)
--------- ---------
279,376 286,317
Land................................. 15,232 15,232
Construction in progress............. 6,644 36,155
--------- ---------
Net property and equipment........... $ 301,252 $ 337,704
========= =========
</TABLE>
NOTE 4 -- Leases
The Barbary Coast building is located on land which is leased. The lease
term runs through May 2003 with a purchase option and two 30-year renewal
options. In addition, the parking lot adjacent to the building is being leased
under a 10-year lease which runs through January 2003. Annual rental payments
under these leases total $300,000.
F-12
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 -- Leases (continued)
During December 1995, the Company entered into a ground lease for the land
underlying the Orleans. The land is owned by The Tiberti Company, a Nevada
general partnership, of which a stockholder of Coast Resorts is the managing
partner. The stockholder is also the president and a director and stockholder of
the general contractor for the construction of the Orleans, as more fully
described in Note 12. The lease provides for an initial term of fifty years with
a twenty-five year renewal option and includes a purchase option, exercisable by
the Company, at fair market value during the twentieth and twenty-first years of
the lease. Lease payments range from $175,000 to $250,000 per month during the
first sixteen years of the lease increasing by 3% per annum thereafter. The
total amount of the base rent payments on the Orleans lease is being charged to
expense on the straight-line method over the term of the lease. The Company has
recorded deferred rent to reflect the excess of rent expense over cash payments
since inception of the lease.
The Suncoast lease was entered into in September 1995 for a parcel of land
located in the western area of Las Vegas to be used for future development
opportunities. The Suncoast lease term runs through December 31, 2055, with
three 10-year renewal options. Monthly payments started at $166,667 for the year
ended December 31, 1995. Thereafter, the monthly rent increases by the amount of
$5,000 in January of each year. The lease includes a put option exercisable by
the landlord requiring the purchase of the land at fair market value at the end
of the 20th through 24th years of the lease, provided that the purchase price
shall not be less than ten times, nor more than fifteen times, the annual rent
at such time. Based on the terms of the lease, the potential purchase price
commitment ranges from approximately $31,000,000 to approximately $51,000,000 in
the years 2014 through 2018. The total amount of the base rent payments on the
Suncoast lease are being charged to expense (or capitalized during the
construction period) on the straight-line method over the term of the lease. The
Company has recorded deferred rent to reflect the excess of rent expense over
cash payments since the inception of the lease.
Future Minimum Lease Payments
The following is an annual schedule of future minimum cash lease payments
required under operating leases that have initial or remaining noncancelable
terms in excess of one year as of December 31, 1998:
Operating Leases
<TABLE>
<CAPTION>
Year Ending December 31, Payments
-------------
(in thousands)
<S> <C>
2000............................. $ 5,000
2001............................. 5,060
2002............................. 5,370
2003............................. 5,363
2004............................. 5,240
Later years...................... 410,571
--------
Total minimum lease payments..... $436,604
========
</TABLE>
F-13
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 -- Leases (continued)
Rent Expense
Rent expense for the years ended December 31, 1997, 1998 and 1999 is as
follows:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1997 1998 1999
-------------- -------------- --------------
(in thousands)
<S> <C> <C> <C>
Occupancy rentals............... $8,597 $8,597 $6,688
Other equipment................. 900 115 120
-------------- --------------- --------------
$9,497 $8,712 $6,808
============== ============== ==============
</TABLE>
NOTE 5 -- Accrued Liabilities
Major classes of accrued liabilities consist of the following as of December
31, 1998 and 1999:
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1998 1999
--------------- ---------------
(in thousands)
<S> <C> <C>
Slot club liability........................ 7,548 8,007
Compensation and benefits.................. 7,348 9,118
Progressive jackpot payouts................ 4,511 4,380
Customer deposits and unpaid winners....... 2,640 3,524
Deferred sports book revenue............... 914 1,229
Taxes...................................... 2,183 713
Accrued interest expense................... 1,207 4,323
Outstanding chip and token liability....... 363 1,051
Other...................................... 262 436
--------------- ---------------
$26,976 $32,781
=============== ===============
</TABLE>
F-14
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 --Long-Term Debt
Long-term debt consists of the following as of December 31, 1998 and 1999:
<TABLE>
<CAPTION>
December 31,
-------------------------------
1998 1999
------------- -------------
Related parties: (in thousands)
<S> <C> <C>
7.5% notes, payable in monthly installments of interest only, with all principal
and any unpaid interest due December 31, 2001. The notes are uncollateralized
and are payable to the former partners of Barbary Coast and Gold Coast................ $ 1,975 $ 1,975
Non-related parties:
9.5% senior subordinated notes due April 2009......................................... -- 175,000
$200.0 million, reducing revolving credit facility due April 2004, collateralized
by substantially all of the assets of Coast Hotels and Casinos, Inc.................. -- 55,000
13% First Mortgage Notes due December 15, 2002, with interest payable
semiannually on June 15 and December 15, net of original issue discount of
$3,971,000 in 1998 and $0 in 1999.......................................................... 171,029 1,960
10 7/8% First Mortgage Notes due November 1, 2001, with interest payable
quarterly on March 15, June 15, September 15 and December 15. Balance paid
in full in 1999........................................................................ 16,800 --
9.19% note payable, payable in 60 monthly installments of approximately
$750,000, including principal and interest, collateralized by certain gaming
and other equipment. Balance paid in full June 1999..................................... 14,987 --
8.6% note due August 11, 2007, payable in monthly installments of $26,667
principal plus interest on remaining principal balance, collateralized by 1980
Hawker aircraft.......................................................................... 2,773 2,453
Other notes payable...................................................................... 295 851
---------- ----------
207,859 237,239
Less: current portion.................................................................... 7,905 2,473
---------- ----------
$ 199,954 $ 234,766
========== ==========
</TABLE>
In March 1999, Coast Hotels issued $175.0 million principal amount of
9.5% senior subordinated notes with interest payable on April 1 and October 1
beginning October 1, 1999 and entered into a $75.0 million senior secured
revolving credit facility due 2004 to facilitate a refinancing. Availability
under the credit facility was increased to $200.0 million in September 1999.
Borrowings under the credit facility bear interest, at the Company's option, at
a premium over the one-, two-, three- or six-month London Interbank Offered Rate
("LIBOR"). As of December 31, 1999, the interest rate was 8.46%. The Company
incurs a commitment fee, payable quarterly in arrears, on the unused portion of
the credit facility. This variable fee is currently at the maximum rate of 0.5%
per annum times the average unused portion of the facility.
F-15
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 --Long-Term Debt (continued)
The availability under the $200.0 million credit facility will be reduced
quarterly beginning in the fiscal quarter ending September 30, 2001. The
initial advance of $47.0 million under the credit facility was used in
connection with the repurchase of the 13% first mortgage notes and the 10-7/8%
first mortgage notes and is more fully described below. Subsequent advances
under the credit facility may be used for working capital, general corporate
purposes, construction of the Suncoast, and certain improvements to our existing
properties. As of December 31, 1999, the Company had $55.0 million outstanding
under the $200.0 million credit facility.
With the proceeds from the senior subordinated notes and borrowings under
the credit facility, the Company repurchased substantially all of the $175.0
million principal amount outstanding of 13% first mortgage notes and all $16.8
million principal amount outstanding of 10-7/8% first mortgage notes and amended
the indenture under which the 13% first mortgage notes were issued to eliminate
substantially all of its restrictive covenants. Approximately $2.0 million in
principal amount of the 13% first mortgage notes remain outstanding and are
governed by the terms of the amended indenture. The Company is required by the
indenture for the 9.5% senior subordinated notes to redeem the 13% first
mortgage notes that remain outstanding no later than December 15, 2000 at a
redemption price of 106.5% of the principal amount, plus any accrued and unpaid
interest. Interest on the remaining $2.0 million of first mortgage notes is
payable semiannually on June 1 and December 1. In connection with the repurchase
of the 13% notes and the 10-7/8% notes, the Company incurred repurchase premiums
of $31.0 million and $2.1 million, respectively. The repurchase premiums and the
write-offs of unamortized debt issuance costs and original issue discount
resulted in an extraordinary loss of $27.0 million, net of applicable income tax
benefit of $14.5 million.
The loan agreement governing the $200.0 million senior secured revolving
credit facility contains covenants that, among other things, limit the ability
of the Company to pay dividends or make advances to Coast Resorts, to make
certain capital expenditures, to repay certain existing indebtedness, to incur
additional indebtedness or to sell material assets of the Company. Ad
ditionally, the loan agreement requires that the Company maintain certain
financial ratios with respect to its leverage and fixed charge coverage. The
Company is also subject to certain covenants associated with the indenture
governing the $175 million principal amount of senior subordinated notes,
including, in part, limitations on certain restricted payments, the incurrence
of additional indebtedness and asset sales. Management believes that, at
December 31, 1999, the Company was in compliance with all covenants and required
ratios.
Maturities on long-term debt are as follows:
<TABLE>
<CAPTION>
Year Ending December 31, Maturities
- ------------------------ --------------
(in thousands)
<S> <C>
2000........................... $ 2,473
2001........................... 2,488
2002........................... 513
2003........................... 513
2004........................... 55,363
Thereafter..................... 175,889
--------------
$ 237,239
==============
</TABLE>
F-16
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 -- Income Taxes And Pro Forma Data
The components of the income tax provision (benefit) for the years ended
December 31, 1997, 1998 and 1999 were as follows:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------
1997 1998 1999
------------ ------------ -------------
Federal: (in thousands)
<S> <C> <C> <C>
Current................. $ (1,713) $ 3,908 $ (1,073)
Deferred................ (402) 1,086 (3,099)
----------- ------------ ------------
$ (2,115) $ 4,994 $ (4,172)
=========== ============ ============
</TABLE>
The income tax provision (benefit) before consideration of the extraordinary
loss for the years ended December 31, 1997, 1998 and 1999 differs from that
computed at the federal statutory corporate tax rate as follows:
<TABLE>
<CAPTION>
December 31,
------------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Federal statutory rate........ (34.0%) 35.0% 35.0%
Other......................... 2.5% 3.5% (2.2%)
----------- ----------- -----------
Effective tax rate....... (31.5%) 38.5% 32.8%
=========== =========== ===========
</TABLE>
The tax effects of significant temporary differences representing net deferred
tax assets and liabilities at December 31, 1998 and 1999 are as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------
1998 1999
----------- ----------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Current:
Accrued vacation..................... $ 810 $ 894
Allowance for doubtful accounts...... 286 375
Accrued slot club points............. 444 714
Progressive liabilities.............. 1,095 1,075
Accrued medical and other benefits... -- 244
---------- ----------
Total current................... 2,635 3,302
---------- ----------
Non-current:
FICA, alternative minimum tax
and other tax credits............ 2,195 4,672
Deferred rent........................ 4,688 5,336
---------- ----------
Total non-current................ 6,883 10,008
---------- -----------
Total deferred tax assets.................. 9,518 13,310
---------- -----------
Deferred tax liabilities:
Non-current:
Property, plant and equipment........ (13,537) (14,230)
---------- -----------
Total deferred tax liabilities... (13,537) (14,230)
---------- -----------
Net deferred tax liability................. $ (4,019) $ (920)
========== ===========
</TABLE>
F-17
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 -- Fair Value Of Financial Instruments
The following estimated fair values of the Company's financial instruments
have been determined by the Company using available market information and
appropriate valuation methodologies. The carrying amounts of cash and cash
equivalents, accounts receivable, and accounts payable approximate fair values
due to the short-term maturities of these instruments. The carrying amounts and
estimated fair values of the Company's other financial instruments at December
31, 1999 are as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
-------------- --------------
(in thousands)
Liabilities:
<S> <C> <C>
Current portion of long-term debt... $ 2,473 $ 2,473
============== ==============
Revolving Credit Facility........... $ 55,000 $ 55,000
============== ==============
9.5% Senior Subordinated Notes...... $ 175,000 $ 167,125
============== ==============
Other long-term debt................ $ 4,766 $ 4,818
============== ==============
</TABLE>
The methods and assumptions are summarized as follows:
For the current portion of long-term debt, the carrying amount approximates
fair value due to the short-term nature of such debt. The fair value of the 9.5%
senior subordinated notes was determined based upon market quotes. The carrying
amount of the revolving credit facility is a reasonable estimate of fair value
because this debt is carried with a floating interest rate. For all other long-
term debt, the fair value is estimated using a discounted cash flow analysis,
based on the incremental borrowing rates currently available to the Company for
debt with similar terms and maturity.
NOTE 9 -- Commitments And Contingencies
The Company is involved in various legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect on the financial position,
results of operations or cash flows of the Company.
NOTE 10 -- Related Party Transactions
Coast Hotels' advertising services are provided by LGT Advertising, a company
owned by several stockholders of Coast Resorts. LGT purchases advertising for
Coast Hotels from third parties and passes along any discounts they receive. LGT
and its owners receive no compensation or profit for these services, as Coast
Hotels is invoiced for actual costs incurred. Advertising expense paid to LGT
amounted to approximately $7.5 million, $6.0 million and $5.4 million for the
years ended December 31, 1997, 1998 and 1999, respectively.
Coast Hotels purchases certain of its equipment and inventory for its
operations from RJS, a company owned by the father of a major stockholder and
director of Coast Resorts and a director and officer of Coast Hotels and the
Company's restaurant manager. RJS invoices Coast Hotels based on actual costs
incurred. For the fiscal years ended December 31, 1997, 1998 and 1999, Coast
Hotels incurred expenses payable to RJS of approximately $1.4 million, $829,000
and $2.1 million, respectively.
F-18
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 -- Related Party Transactions (continued)
Coast Hotels purchases wallboards and parlay cards for its race and sports
books from Nevada Wallboards, Inc. A major stockholder and director of Coast
Resorts and a director and officer of Coast Hotels is the majority stockholder
of Nevada Wallboards, Inc. For the fiscal years ended December 31, 1997, 1998
and 1999, Coast Hotels incurred expenses payable to Nevada Wallboards of
approximately $198,000, $186,000 and $180,000, respectively.
A director of the Company is the president and sole stockholder of Yates-
Silverman, Inc. which was retained by the Company as the designer of the
Orleans and the Suncoast. For the fiscal years ended December 31, 1997, 1998 and
1999, Coast Hotels incurred expenses payable to Yates-Silverman of approximately
$177,000, $500,000 and $721,000, respectively.
Coast Hotels maintains numerous racetrack dissemination contracts with Las
Vegas Dissemination, Inc. ("LVD"). The son of a major stockholder and director
of Coast Resorts and a director and officer of Coast Hotels is the president and
sole shareholder of LVD. LVD has been granted a license by the Nevada gaming
authorities to disseminate live racing for those events and tracks for which it
contracts and has been granted the exclusive right to disseminate all pari-
mutuel services and race wire services in the State of Nevada. Under these
dissemination contracts, Coast Hotels pays to LVD an amount based on the wagers
accepted for races held at the racetracks covered by the respective contracts.
Coast Hotels also pays to LVD a monthly fee for race wire services. For the
fiscal years ended December 31, 1997, 1998 and 1999, Coast Hotels incurred
expenses payable to LVD of approximately $1.1 million, $3.1 million and $1.3
million, respectively.
J.A. Tiberti Construction Company ("Tiberti Construction") has served as the
general contractor for the original construction of the Gold Coast and for
certain expansions thereof, for the original construction of the Barbary Coast
and all expansions thereof and for the original construction and Phase II
expansion of the Orleans. Tiberti Construction is also the general contractor
for the construction of the Suncoast The president of Tiberti Construction is a
stockholder and director of Coast Resorts and a director of Coast Hotels. For
the years ended December 31, 1997, 1998 and 1999, Coast Hotels paid
approximately $26.2 million, $3.7 million and $27.9 million, respectively, to
Tiberti Construction in connection with such construction services.
As more fully described in Note 4, Coast Hotels is a party to a ground lease
with The Tiberti Company with respect to the land underlying the Orleans. The
president of The Tiberti Company is a director and stockholder of Coast Resorts.
Amounts paid to the Tiberti Company with respect to the lease were $2.1 million,
$2.4 million and $2.4 million for the years ended December 31, 1997, 1998 and
1999, respectively.
Coast Hotels incurred $300,000 in 1999 to promote the Orleans by advertising
on a NASCAR racecar operated by the son of a major shareholder.
F-19
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 -- Benefit Plans
401(k) Plans
Coast Hotels offers separate defined contribution 401(k) plans for eligible
employees. During 1996, previously separate plans of the Gold Coast and the
Barbary Coast were consolidated into one plan. All employees of the Gold Coast
and The Orleans, and all employees of the Barbary Coast not covered by a
collective bargaining agreement, are eligible to participate. The employees may
elect to defer up to 15% of their yearly compensation, subject to statutory
limits. Coast Hotels makes matching contributions of 50% of the first 6% of the
employees' contributions. Contribution expense was $842,000, $1.3 million and
$1.1 million for the years ended December 31, 1997, 1998, and 1999,
respectively.
Defined Benefit Plan
Certain employees at the Barbary Coast are covered by a union-sponsored,
collectively bargained, multi-employer, defined benefit pension plan. The
Barbary Coast contributed $313,000, $308,000 and $310,000 during the years ended
December 31, 1997, 1998 and 1999, respectively, to the plan. These contributions
are determined in accordance with the provisions of negotiated labor contracts
and generally are based on the number of hours worked.
Stock Compensation Plan
In December 1996, the Board of Directors adopted the 1996 Stock Incentive Plan
(the "Plan") which authorizes the issuance of (i) shares of Coast Resorts Common
Stock or any other class of security of the Company which is convertible into
shares of Coast Resorts Common Stock or (ii) a right or interest with an
exercise or conversion privilege at a price related to Coast Resorts Common
Stock or with a value derived from the value of such common stock. Awards under
the Plan are not restricted to any specified form or structure and may include,
without limitation, sales or bonuses of stock, restricted stock, stock options,
reload stock options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock appreciation rights,
limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares. Officers, key employees, directors
(whether employee directors or non-employee directors) and consultants of the
Company and its subsidiary are eligible to participate in the Plan.
Under the terms of the Plan, the aggregate number of shares issued and
issuable pursuant to all awards (including all incentive stock options) granted
under the Plan shall not exceed 220,000 at any time. In addition, the aggregate
number of shares subject to awards granted during any calendar year to any one
eligible person (including the number of shares involved in awards having a
value derived from the value of shares) shall not exceed 40,000.
No awards may be made under the Plan after the tenth anniversary of the
adoption of the Plan. Although shares may be issued after the tenth anniversary
of the adoption of the Plan pursuant to awards made prior to such date, no
shares may issued under the Plan after the twentieth anniversary of adoption of
the Plan.
F-20
<PAGE>
COAST RESORTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 -- Benefit Plans (continued)
Stock Compensation Plan (continued)
Effective January 1, 1999, the Company issued options to purchase 30,415
shares of its common stock to its chief operating officer. The options vest in
one-third increments on January 1, 1999, January 1, 2000 and January 1, 2001.
Effective June 14, 1999, the Company issued options to purchase 5,000 shares of
its common stock to its chief financial officer. The options vest in one-third
increments on June 14, 1999, June 14, 2000 and June 14, 2001. The exercise price
on the options is at $100 per share, which is equivalent to the estimated fair
value of the Company's common stock at the grant date, as estimated by the
Company from recent sales of common stock between shareholders.
Pro forma information regarding net income (loss) and earnings per share is
required by SFAS 123 and has been determined as if the Company had accounted for
its stock option plan under the fair-value-based method of that Statement. The
fair value for these options was estimated at the date of grant using the
minimum value method (which is appropriate for valuing options of companies
without publicly traded stock) with the following weighted-average assumptions:
risk free rate of return of approximately 5.0%, expected life of the options of
5 years and a 0% dividend yield. For purposes of pro forma disclosures, the
estimated fair value of the options is amortized over the respective vesting
periods of the options. For fiscal 1999 the pro forma net loss and net loss per
common share would have been $6,013,000 and $4.07, respectively.
NOTE 12 -- Supplemental Cash Flows Information
For the years ended December 31, 1997, 1998 and 1999 supplemental cash flows
information amounts are as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------
1997 1998 1999
------- -------- -------
(in thousands)
<S> <C> <C> <C>
Interest paid.......................................... $25,488 $26,764 $19,387
======= ======= =======
Income taxes paid...................................... $ -- $ 2,300 $ --
======= ======= =======
Supplemental schedule of non-cash investing and
financing activities:
Property and equipment acquisitions included in
accounts payable or financed through notes payable... $ 2,491 $ -- $ 8,304
======= ======= =======
</TABLE>
NOTE 13 -- Regulation Of Gaming Operations
The gaming operations of the Company are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the Nevada Commission), the
Nevada State Gaming Control Board (the Nevada Control Board) and the Clark
County Liquor and Gaming Board (the Clark County Board) (collectively, the
Nevada Gaming Authorities). These agencies issue gaming licenses based upon,
among other considerations, evidence that the character and reputation of
principal owners, officers, directors, and certain other key employees are
consistent with regulatory goals. The necessary licenses have been secured by
the Company. The licenses are not transferable and must be renewed periodically
upon the payment of appropriate taxes and license fees. The Nevada Gaming
Authorities have broad discretion with regard to the renewal of the licenses
which may at any time revoke, suspend, condition, limit or restrict a license
for any cause deemed reasonable by the issuing agency. Officers, directors and
key employees of the Company must be approved by the Nevada Control Board and
licensed by the Nevada Commission and Clark County Board.
F-21
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Directors and Stockholders of Coast Resorts, Inc. and Subsidiary
Our audits of the consolidated financial statements referred to in our opinion
dated February 4, 2000 appearing in this Annual Report on Form 10-K also
included an audit of the financial statement schedules listed in Item 14(a)(2)
of this Form 10-K. In our opinion, these financial statement schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Las Vegas, Nevada
February 4, 2000
F-22
<PAGE>
SCHEDULE I
COAST RESORTS, INC.
CONDENSED FINANCIAL INFORMATION OF THE COMPANY
The following condensed financial statements reflect the parent company (Coast
Resorts, Inc.) only, accounting for its wholly owned subsidiary on the equity
method of accounting. All footnote disclosures have been omitted since the
information has been included in the Company's consolidated financial statements
included elsewhere in this Form 10-K.
COAST RESORTS, INC.
(Parent Company Only)
CONDENSED BALANCE SHEETS
December 31, 1998 and 1999
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
1998 1999
---------- ----------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents................................. $ 3 $ 13
Other current assets -- 660
---------- ----------
TOTAL CURRENT ASSETS.................................... 3 673
INVESTMENT IN SUBSIDIARIES................................... 103,054 97,293
---------- ----------
$ 103,057 $ 97,966
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Due to Coast Hotels....................................... $ 601 $ 2,863
Accrued liabilities....................................... 30 --
---------- ----------
TOTAL CURRENT LIABILITIES............................... 631 2,863
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 500,000 shares authorized,
none issued and outstanding............................. -- --
Common stock, $.01 par value, 2,000,000 shares authorized,
1,494,353 (1998) and 1,478,978 (1999) shares issued and
outstanding............................................. 15 15
Treasury stock............................................ -- (1,538)
Additional paid-in capital................................ 95,398 95,398
Retained earnings (deficit)............................... 7,013 1,228
---------- ----------
TOTAL STOCKHOLDERS' EQUITY.............................. 102,426 95,103
---------- ----------
$ 103,057 $ 97,966
========== ==========
</TABLE>
F-23
<PAGE>
SCHEDULE I
COAST RESORTS, INC.
(Parent Company Only)
CONDENSED STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1997, 1998 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Equity interest in income (loss) from subsidiary...... $ (4,335) $ 8,287 $ (5,761)
General and administrative expenses................... (261) (134) (35)
------------ ------------ ------------
Income (loss) before income taxes..................... (4,596) 8,153 (5,796)
Income tax provision (benefit)........................ 14 166 (11)
------------ ------------ ------------
NET INCOME (LOSS)..................................... $ (4,610) $ 7,987 $ (5,785)
============ ============ ============
Basic and diluted net income (loss) per share of
common stock........................................ $ (3.08) $ 5.34 $ (3.91)
============ ============ ============
Weighted average common shares outstanding............ 1,494,353 1,494,353 1,478,978
============ ============ ============
</TABLE>
F-24
<PAGE>
SCHEDULE I
COAST RESORTS, INC.
(Parent Company Only)
STATEMENTS OF STOCKHOLDERS' EQUITY
For The Years Ended December 31, 1997, 1998 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Retained
---------------------- Additional Earnings Treasury
Shares Amount Paid-In- (Deficit) Stock Total
---------- -------- --------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996......... 1,494,353 $ 15 $ 95,398 $ 3,636 $ -- $ 99,049
Net loss.............................. -- -- -- (4,610) -- (4,610)
----------- -------- --------- --------- -------- --------
Balances at December 31, 1997......... 1,494,353 15 95,398 (974) -- 94,439
Net income............................ -- -- -- 7,987 -- 7,987
----------- -------- --------- --------- -------- --------
Balances at December 31, 1998......... 1,494,353 15 95,398 7,013 -- 102,426
Repurchase of common stock............ (15,375) -- -- -- (1,538) (1,538)
Net loss.............................. -- -- -- (5,785) -- (5,785)
--------- -------- --------- --------- -------- --------
Balances at December 31, 1999......... 1,478,978 $ 15 $ 95,398 $ 1,228 $ (1,538) $ 95,103
========= ======== ========= ========= ======== ========
</TABLE>
F-25
<PAGE>
SCHEDULE I
COAST RESORTS, INC.
(Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1997, 1998 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................... $ (4,610) $ 7,987 $ (5,785)
---------- ---------- ----------
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Equity interest in net (income) loss from subsidiary..... 4,335 (8,287) 5,761
Other current assets..................................... -- -- (660)
Accrued liabilities...................................... 30 -- (30)
Due to affiliates........................................ 245 300 2,262
---------- ---------- ----------
TOTAL ADJUSTMENTS..................................... 4,610 (7,987) 7,333
---------- --------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES............. -- -- 1,548
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase at common stock............................... -- -- (1,538)
---------- ----------- -----------
NET CASH USED IN FINANCING ACTIVITIES................. -- -- (1,538)
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................................. -- -- 10
CASH AND CASH EQUIVALENTS, at beginning of year................. 3 3 3
---------- ---------- ----------
CASH AND CASH EQUIVALENTS, at end of year....................... $ 3 $ 3 $ 13
========== ========== ==========
</TABLE>
F-26
<PAGE>
SCHEDULE II
COAST RESORTS, INC. AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS
For The Years Ended December 31, 1997, 1998 and 1999
(dollars in thousands)
<TABLE>
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS YEAR
------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
(casino receivables):
Year ended December 31, 1997........ $ 379 $ 448 $ -- $ 633 $ 194
============= ============= ============= ============= =============
Year ended December 31, 1998........ $ 194 $ 1,499 $ -- $ 1,099 $ 594
============= ============= ============= ============= =============
Year ended December 31, 1999........ $ 594 $ 1,281 $ -- $ 1,033 $ 842
============= ============= ============= ============= =============
</TABLE>
F-27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 38,629
<SECURITIES> 0
<RECEIVABLES> 5,054
<ALLOWANCES> 842
<INVENTORY> 5,481
<CURRENT-ASSETS> 59,763
<PP&E> 455,953
<DEPRECIATION> 118,249
<TOTAL-ASSETS> 406,119
<CURRENT-LIABILITIES> 55,296
<BONDS> 234,766
0
0
<COMMON> 15
<OTHER-SE> 95,088
<TOTAL-LIABILITY-AND-EQUITY> 406,119
<SALES> 0
<TOTAL-REVENUES> 362,531
<CGS> 0
<TOTAL-COSTS> 309,305
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,441
<INCOME-PRETAX> 31,593
<INCOME-TAX> 10,371
<INCOME-CONTINUING> 21,222
<DISCONTINUED> 0
<EXTRAORDINARY> (27,007)
<CHANGES> 0
<NET-INCOME> (5,785)
<EPS-BASIC> (3.91)
<EPS-DILUTED> (3.91)
</TABLE>
