<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 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 number 333-4356
COAST HOTELS AND CASINOS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0345706
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
4500 West Tropicana Avenue, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
(702) 365-7000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Shares of Common Stock outstanding as of June 30, 1999: 1,000
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<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
COAST HOTELS AND CASINOS, INC.
(A Wholly Owned Subsidiary of Coast Resorts, Inc.)
CONDENSED BALANCE SHEETS
(amounts in thousands, except share data)
<TABLE>
<CAPTION>
June 30, 1999 December 31,
(unaudited) 1998
--------------------- -------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents...................................... $ 31,109 $ 41,595
Accounts receivable, net....................................... 5,098 4,301
Other current assets........................................... 16,535 14,242
----------------- -----------------
TOTAL CURRENT ASSETS........................................... 52,742 60,138
PROPERTY AND EQUIPMENT, net..................................... 309,211 301,252
DUE FROM AFFILIATE.............................................. 4,571 --
OTHER ASSETS.................................................... 7,693 5,644
----------------- -----------------
$ 374,217 $ 367,034
================= =================
LIABILITIES AND
STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable............................................... $ 8,697 $ 9,888
Accrued liabilities............................................ 31,396 25,338
Due to affiliate............................................... -- 1,353
Current portion of long-term debt.............................. 323 7,905
----------------- -----------------
TOTAL CURRENT LIABILITIES...................................... 40,416 44,484
LONG-TERM DEBT, less current portion............................ 230,279 199,954
DEFERRED INCOME TAXES........................................... 1,659 6,654
DEFERRED RENT................................................... 14,903 13,024
----------------- -----------------
TOTAL LIABILITIES.............................................. 287,257 264,116
----------------- -----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Common stock, $1.00 par value, 25,000 shares authorized,
1,000 shares issued and outstanding.......................... 1 1
Additional paid-in capital..................................... 86,903 86,903
Retained earnings.............................................. 56 16,014
----------------- -----------------
TOTAL STOCKHOLDER'S EQUITY..................................... 86,960 102,918
----------------- -----------------
$ 374,217 $ 367,034
================== =================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
1
<PAGE>
COAST HOTELS AND CASINOS, INC.
(A Wholly Owned Subsidiary of Coast Resorts, Inc.)
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended June 30, 1999 and 1998
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- ----------------------------------------
1999 1998 1999 1998
------------ ------------- -------------- ---------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Casino.................................... $ 64,564 $ 57,856 $ 130,622 $ 117,035
Food and beverage......................... 17,812 16,183 35,586 32,762
Hotel..................................... 7,455 7,288 15,333 14,225
Other..................................... 7,148 5,986 14,194 12,079
--------- --------- ---------- ----------
GROSS OPERATING REVENUES................ 96,979 87,313 195,735 176,101
Less: promotional allowances............. (8,421) (7,330) (17,111) (15,104)
--------- --------- ---------- ----------
NET OPERATING REVENUES.................. 88,558 79,983 178,624 160,997
--------- --------- ---------- ----------
OPERATING EXPENSES:
Casino.................................... 32,052 30,372 64,097 61,884
Food and beverage......................... 12,654 11,829 24,430 23,563
Hotel..................................... 3,214 3,010 6,255 5,721
Other..................................... 5,978 5,116 11,947 9,942
General and administrative................ 15,567 13,902 30,991 27,575
Deferred rent............................. 914 594 1,879 1,189
Depreciation and amortization............. 5,318 5,324 10,528 10,205
--------- --------- ---------- ----------
TOTAL OPERATING EXPENSES................ 75,697 70,147 150,127 140,079
--------- --------- ---------- ----------
OPERATING INCOME........................... 12,861 9,836 28,497 20,918
--------- --------- ---------- ----------
OTHER INCOME (EXPENSES)
Interest expense, net..................... (5,186) (6,679) (11,486) (13,343)
Gain on disposal of assets................ 14 117 14 143
--------- --------- ---------- ----------
TOTAL OTHER INCOME (EXPENSES).............. (5,172) (6,562) (11,472) (13,200)
--------- --------- ---------- ----------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM..................... 7,689 3,274 17,025 7,718
--------- --------- ---------- ----------
Income tax provision....................... 2,963 989 5,976 2,614
--------- --------- ---------- ----------
NET INCOME BEFORE
EXTRAORDINARY ITEM......................... 4,726 2,285 11,049 5,104
--------- --------- ---------- ----------
Extraordinary item loss on early retirement
of debt, net of applicable
income tax benefit ($14,543)............... -- -- (27,007) --
--------- --------- ---------- ----------
NET INCOME (LOSS).......................... $ 4,726 $ 2,285 $ (15,958) $ 5,104
========= ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
2
<PAGE>
COAST HOTELS AND CASINOS, INC.
(A Wholly Owned Subsidiary of Coast Resorts, Inc.)
CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1999 and 1998
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).......................................................... $ (15,958) $ 5,104
----------------- -----------------
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization............................................ 10,528 10,205
Provision for bad debts.................................................. 190 1,406
Gain on disposal of assets............................................... (14) (143)
Deferred income taxes.................................................... (4,975) 284
Deferred rent............................................................ 1,879 1,189
Loss on early retirement of debt......................................... 41,550 --
Other non-cash expenses.................................................. 124 338
Changes in assets and liabilities:
Net increase in accounts receivable and other assets................... (3,402) (178)
Net increase (decrease) in accounts payable and accrued liabilities.... 4,867 (4,299)
----------------- -----------------
TOTAL ADJUSTMENTS.......................................................... 50,747 8,802
----------------- -----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES.................................. 34,789 13,906
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures....................................................... (17,924) (7,590)
Proceeds from disposal of assets........................................... 18 128
----------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES...................................... (17,906) (7,462)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of issuance costs............ 167,960 --
Early retirement of debt................................................... (223,017) --
Principal payments on long-term debt....................................... (15,388) (4,109)
Proceeds from borrowings under bank line of credit......................... 59,000 --
Repayments of borrowings under bank line of credit......................... (10,000) --
Increase in due from affiliate............................................. (5,924) (3,054)
----------------- -----------------
NET CASH USED IN FINANCING ACTIVITIES...................................... (27,369) (7,163)
----------------- -----------------
NET DECREASE IN CASH AND CASH EQUIVALENTS................................... (10,486) (719)
CASH AND CASH EQUIVALENTS, at beginning of period........................... 41,595 29,426
----------------- -----------------
CASH AND CASH EQUIVALENTS, at end of period................................. $ 31,109 $ 28,707
================= =================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
3
<PAGE>
COAST HOTELS AND CASINOS, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY
For the Year Ended December 31, 1998 and
For the Six Months Ended June 30, 1999 (unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Common Stock
------------------------------- Additional Retained
Shares Amount Paid-In Capital Earnings Total
-------------- -------------- ------------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1997.... 1,000 $ 1 $ 95,858 $ 1,487 $ 97,346
Transfer of Coast West Inc. to
the Company by Coast
Resorts, Inc.................. -- -- (8,955) 5,769 (3,186)
Net income...................... -- -- -- 8,758 8,758
-------------- -------------- ------------------- --------------- ---------------
Balances at December 31, 1998.... 1,000 1 86,903 16,014 102,918
Net loss........................ -- -- -- (15,958) (15,958)
-------------- -------------- ------------------- --------------- ---------------
Balances at June 30, 1999........ 1,000 $ 1 $ 86,903 $ 56 $ 86,960
============== ============== =================== =============== ===============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
4
<PAGE>
COAST HOTELS AND CASINOS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION
Background Information
Coast Hotels and Casinos, Inc. ("Coast Hotels" or the "Company") is a
Nevada corporation and a wholly owned subsidiary of Coast Resorts, Inc. ("Coast
Resorts"), which is also a Nevada corporation. We own and operate the following
Las Vegas hotel-casinos:
. The Orleans Hotel and Casino, located approximately one mile west of
the Las Vegas Strip on Tropicana Avenue.
. Gold Coast Hotel and Casino, approximately one mile west of the Las
Vegas Strip on Flamingo Road.
. Barbary Coast Hotel and Casino, located on the Las Vegas Strip.
The Gold Coast and Barbary Coast hotel-casinos were, prior to January 1996,
owned and operated independently by two partnerships, Gold Coast Hotel and
Casino, a Nevada limited partnership, and Barbary Coast Hotel and Casino, a
Nevada general partnership. On January 1, 1996, the partners of the two
partnerships completed a reorganization (the "Reorganization") with Coast
Resorts. Coast Resorts was formed in September 1995 to effect the
Reorganization. Coast Resorts, Gold Coast and Barbary Coast were all related
through common ownership and management control.
In the Reorganization, the partners of the Gold Coast partnership and the
Barbary Coast partnership transferred their respective partnership interests to
Coast Resorts in exchange for an aggregate of 1,000,000 shares of common stock,
par value $.01 per share, of Coast Resorts ("Coast Resorts Common Stock").
Coast Resorts immediately contributed to Coast Hotels all of the assets and
liabilities of the Predecessor Partnerships other than those relating to the
Coast West Lease (as defined herein), which Coast Resorts contributed to its
wholly owned subsidiary, Coast West, Inc. ("Coast West"). However, as further
described below, on July 21, 1998, Coast Resorts contributed all of the
outstanding common stock of Coast West to the Company, making Coast West a
wholly owned subsidiary of the Company. The Coast West Lease is a long-term
lease on approximately 50 acres of land in Las Vegas on which the Company is
developing a new hotel-casino, the Suncoast. Coast Resorts retained the
liability for an aggregate principal amount of $51.0 million in notes payable to
former partners and retained the liability for $1.5 million relating to demand
notes due to a related party (the "Exchange Liabilities"). On January 16, 1996,
the Exchange Liabilities were exchanged for 494,353 shares of Coast Resorts
Common Stock, based upon management's estimate of the fair market value of such
Coast Resorts Common Stock.
On July 21, 1998, Coast Resorts contributed the capital stock of Coast West
to the Company, as a result of which Coast West became a wholly owned subsidiary
of the Company. As of the date of the stock transfer, Coast West had a
cumulative retained deficit of $8,955,000 and the Company had recorded an
allowance for doubtful accounts of $5,769,000 in connection with advances
provided to Coast West for lease payments. Upon the transfer of Coast West
stock, the Company wrote off this allowance for doubtful accounts to retained
earnings and recorded the assumption of the net liabilities of Coast West as a
decrease in additional paid-in capital. Effective on March 23, 1999, Coast West
was merged into the Company.
5
<PAGE>
COAST HOTELS AND CASINOS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION (Continued)
Basis of Presentation
The accompanying financial statements are unaudited and have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The unaudited
financial statements should be read in conjunction with the audited financial
statements and footnotes for the year ended December 31, 1998. In the opinion
of management, all adjustments and normal recurring accruals considered
necessary for a fair presentation of the results for the interim period have
been included. The interim results reflected in the unaudited financial
statements are not necessarily indicative of expected results for the full year.
NOTE 2 - LONG-TERM DEBT
Long-term debt consists of the following as of June 30, 1999 and December 31,
1998:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------- -----------------
(in thousands)
<S> <C> <C>
9.5% senior subordinated notes due April 2009...................... $ 175,000 $ --
$75.0 million, reducing revolving credit facility due 2004,
collateralized by substantially all of the assets of Coast
Hotels and Casinos, Inc....................................... 49,000 --
13% First Mortgage Notes due December 15, 2002, net of original
issue discount of $3,971,000 (1998)............................. 1,960 171,029
10-7/8% First Mortgage Notes due November 1, 2001.................. -- 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............................ 2,616 2,773
Other notes payable................................................ 2,026 2,270
---------------- ----------------
230,602 207,859
Less: current portion.............................................. 323 7,905
---------------- ----------------
$ 230,279 $ 199,954
================ ================
</TABLE>
6
<PAGE>
COAST HOTELS AND CASINOS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 2 - LONG-TERM DEBT (Continued)
In January 1996, we issued $175.0 million principal amount of 13% first
mortgage notes. Additionally, in November 1997, we issued $16.8 million
principal amount of 10-7/8% first mortgage notes. 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. The credit facility can be increased to $200 million with lender
approval. 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 June 30, 1999 the interest rate was 7.06%. The
Company incurs an annual commitment fee on the unused portion of the credit
facility.
With the proceeds from the senior subordinated notes and borrowings under
the credit facility, we repurchased substantially all of the outstanding 13%
first mortgage notes and all of the 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. 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 $75.0 million credit facility will be reduced in
quarterly amounts beginning in the fiscal quarter ending June 30, 2001. The
initial advance of $47.0 million under the new 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 new credit facility may be
used for working capital, general corporate purposes, construction of our new
property (the Suncoast) and certain improvements to our existing properties. As
of June 30, 1999, we have $26.0 million available for borrowing under the $75.0
million credit facility.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, certain
financial information regarding the results of operations of the Company:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- -----------------------------------
1999 1998 1999 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Hotel-casino operations:
Net operating revenues........................ $ 88,558 $ 79,983 $ 178,624 $ 160,997
Operating expenses............................ 73,556 68,468 145,330 136,683
--------------- --------------- --------------- ---------------
Operating income from hotel-casino operations.. 15,002 11,515 33,294 24,314
Corporate expenses (1)......................... 2,141 1,679 4,797 3,396
--------------- --------------- --------------- ---------------
Total operating income......................... $ 12,861 $ 9,836 $ 28,497 $ 20,918
=============== =============== =============== ===============
EBITDA, hotel-casino operations (2)............ $ 20,596 $ 17,057 $ 44,335 $ 34,954
=============== =============== =============== ===============
EBITDA, total (including corporate) (2)........ $ 19,093 $ 15,754 $ 40,904 $ 32,312
=============== =============== =============== ===============
</TABLE>
(1) Corporate expenses include corporate general and administrative expenses,
depreciation and amortization and land lease expenses, both cash and
deferred, on the Suncoast land. Land 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 Coast West 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. 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 the Company's 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.
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998
and Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
Net revenues in the quarter ended June 30, 1999 were $88.6 million compared
to $80.0 million in the same quarter in 1998, an increase of 10.7%. For the
first six months of 1999, net revenues were $178.6 million, an increase of 10.9%
over revenues of $161.0 million in the same period in 1998. Second quarter
operating income was $12.9 million compared to 1998 second quarter operating
income of $9.8 million, an increase of 30.7%. For the six months ended June 30,
1999, operating income was $28.5 million, an increase of 36.2% over operating
income of $20.9 million in the same period in 1998. Net income for the quarter
ended June 30, 1999 was $4.7 million compared to $2.3 million in the same
quarter of 1998, an increase of 106.7%. An extraordinary item of $27.0 million,
net of income tax benefit, from the early retirement of debt in the quarter
ended March 31, 1999, resulted in a net loss of $16.0 million in the first six
months of 1999, compared to net income of $5.1 million in the first six months
of 1998. Net income before extraordinary item for the six months ended June 30,
1999 was $11.0 million, a 116.5% increase compared to the same period in 1998.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Results of Operations (Continued)
Casino. Casino revenues in the quarter ended June 30, 1999 were $64.6
million, an increase of 11.6% compared to casino revenues of $57.9 million in
the same quarter in 1998. The increase was primarily due to the continued
improvement in slot revenues at The Orleans and the Gold Coast, up 28.8% and
12.2%, respectively, over the second quarter in 1998 as a result of increased
customer volume. Year-to-date, casino revenues were $130.6 million, an increase
of 11.6% over casino revenues of $117.0 million in the first six months of 1998,
due primarily to the increased slot revenues discussed above.
Casino expenses in the quarter ended June 30, 1999 increased by 5.5% over
the same quarter in 1998, primarily due to increased promotional expenses. This
increase in expenses was partially offset by the 11.6% increase in casino
revenues discussed above, resulting in a casino operating margin of 50.4%
compared to 47.5% in the second quarter of 1998. For the six months ended June
30, 1999, casino expenses increased 3.6%, primarily due to increased promotional
expenses. For the six months ended June 30, 1999, the casino operating margin
increased to 50.9% from 47.1% in the same period in 1998.
Food and Beverage. Food and beverage revenues were $17.8 million in the
second quarter of 1999 compared to $16.2 million in 1998, an increase of 10.1%.
For the six months ended June 30, 1999, food and beverage revenues were $35.6
million, increasing 8.6% over 1998 six month revenues of $32.8 million. Each of
our hotel-casino properties showed increases that were consistent with overall
increases in customer volume.
Food and beverage expenses were $12.7 million in the second quarter of 1999
compared to $11.8 million in the second quarter of 1998, an increase of 7.0%.
Second quarter food and beverage operating margin improved to 29.0% from 26.9%
in the prior year, primarily as a result of a continued focus on food cost
control. For the six months ended June 30, 1999, food and beverage expenses
increased 3.7%. This increase was partially offset by the 8.6% increase in
revenues, resulting in a food and beverage operating margin of 31.4% compared to
28.1% in the first six months of 1998.
Hotel. Hotel room revenues were $7.5 million in the three months ended
June 30, 1999, an increase of 2.3% over 1998 revenues of $7.3 million. Each of
our three hotel properties continued to experience strong room occupancy
percentages, with a combined occupancy rate of 97.6% for the quarter compared to
93.0% in the second quarter of 1998. The increase in occupancy in the quarter
was partially offset by slight decreases in average room rates at each of our
properties. For the six months ended June 30, 1999, hotel room revenues were
$15.3 million compared to $14.2 million in the first six months of 1998. The
combined occupancy rate for our three hotel properties for the first six months
of 1999 was 96.6% compared to 90.8% in 1998. For the six month period, room
rates at The Orleans and the Barbary Coast were slightly higher than in the
first six months of 1998, and rates at the Gold Coast were slightly lower.
Other. Other revenues were $7.1 million for the three months ended June
30, 1999, an increase of 19.4% over 1998 other revenues of $6.0 million. The
increase was primarily due to increased showroom and special events revenues at
The Orleans. Costs related to the other revenues increased 16.9%, primarily due
to increased entertainers' fees in the Orleans showroom. For the six months
ended June 30, 1999, other revenues were $14.2 million compared to $12.1 million
in the first six months of 1998.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Results of Operations (Continued)
General and Administrative. General and administrative expenses were $15.6
million in the second quarter of 1999, an increase of 12.0% over 1998 expenses
of $13.9 million. The increase was due, in part, to wage and benefit increases
at our three hotel-casinos and higher property taxes. Additionally, an expansion
completed in May 1999 at The Orleans resulted in higher utility costs and
increased staffing in several ancillary departments. For the six months ended
June 30, 1999, general and administrative expenses were $31.0 million compared
to $27.6 million in the same period in 1998, an increase of 12.4%.
Deferred Rent. Deferred rent increased from $594,000 in 1998 to $914,000 in
1999 as a result of Coast Hotels assuming the Coast West lease from Coast
Resorts in July 1998. For the same reason, deferred rent in the six months ended
June 30, 1999 was $1.9 million compared to $1.2 million in the six months ended
June 30, 1998.
Interest expense. Interest expense was lower in the second quarter and in
the first six months of 1999 compared to the same periods in 1998, primarily as
a result of the refinancing in March 1999 that reduced the weighted average
interest rate on our outstanding indebtedness to approximately 9.0% from
approximately 12.4% at December 31, 1998.
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 $34.8 million in the six months ended June 30, 1999, compared to $13.9
million in the same period in 1998. The increase was due primarily to the
increased operating profitability of Coast Hotels.
Our estimated cash requirements for 1999, in addition to interest payments
on outstanding indebtedness, include principal payments of approximately $15.6
million on notes payable, $15.4 million paid in the six months ended June 30,
1999, $11.9 million in principal payments were made for repayment of the
original Orleans equipment notes. Additional cash requirements include land
lease payments of approximately $4.6 million (including $2.3 million paid in the
six months ended June 30, 1999), and budgeted capital expenditures of
approximately $24.6 million. Of the budgeted capital expenditures, we incurred
$17.9 million in the six months ended June 30, 1999, including $10.6 million
related to an expansion project at The Orleans which was completed in May 1999.
Included in the $24.6 million capital expenditure budget is $11.0 million for
maintenance capital expenditures, including $7.3 million expended in the first
six months. For 1998, maintenance capital expenditures were approximately $13.0
million, of which $7.8 million was expended in the first six months. We believe
that existing cash balances, operating cash flow and borrowings from our $75
million credit facility will provide sufficient resources to meet our debt and
lease payment obligations and foreseeable capital expenditure requirments at our
exsiting properties.
In January 1996, we issued $175.0 million principal amount of 13% first
mortgage notes. Additionally, in November 1997, we issued $16.8 million
principal amount of 10-7/8% first mortgage notes. 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. The credit facility can be increased to $200 million with lender
approval. 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 June 30, 1999 the interest rate was 7.06%. The
company incurs an annual commitment fee on the unused portion of the credit
facility.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Liquidity and Capital Resources (Continued)
With the proceeds from the senior subordinated notes and borrowings under
the credit facility, we repurchased substantially all of the outstanding 13%
first mortgage notes and all of the 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. 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, which was reflected in the first
quarter of 1999.
The availability under the $75.0 million credit facility will be reduced in
quarterly amounts beginning in the fiscal quarter ending June 30, 2001. The
initial advance of $47.0 million under the new 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 new credit facility may be
used for working capital, general corporate purposes, construction of our new
property, the Suncoast, and certain improvements to our existing properties. As
of June 30, 1999, we have $26.0 million available for borrowing under the $75.0
million credit facility.
In July 1999, we began construction of our newest hotel-casino, the
Suncoast, which has an estimated construction and development budget of $175.0
million. We do not yet have adequate financing in place to construct and open
the Suncoast, but are negotiating with our bankers to increase availability
under the $75 million credit facility to $200 million to finance that
construction. No such agreement has been finalized, and is subject to approval
by the lenders and the Company. We cannot assure you that we will be able to
obtain the increase in the new credit facility or that it will be available on
acceptable terms. If we are unable to increase availability under the credit
facility, we will be required to obtain financing from another source. We cannot
assure you that we will be able to arrange alternative financing.
Except as described above, we have no agreements, arrangements or
understandings with respect to financing the future development of additional
properties or capital improvements to existing properties. Any future
development or capital improvements would be subject to, among other things, our
ability to obtain necessary financing.
Year 2000
Many currently installed computer systems and other equipment with embedded
computer chips cannot recognize dates after December 31, 1999. Beginning in the
year 2000, companies with such systems, software or equipment may experience
difficulties due to their reliance on them. This situation involving the year
2000 is commonly referred to as the "Y2K" problem.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Year 2000 (Continued)
We utilize computer systems in virtually all areas of our hotel-casino
operations. Should we or certain of our vendors not be "Y2K compliant" the
operations of our hotel-casinos could be disrupted for an indeterminate period
of time, potentially having a material adverse impact on our results of
operations. Possible consequences of our not being Y2K compliant include, but
are not limited to, problems with the compiling of financial information in our
back-office accounting, purchasing, inventory and payroll systems. Additionally,
disruptions could occur to hotel reservations operations, hotel check-in/check-
out procedures, point-of-sale transactions in food, beverage and retail areas,
race and sports book wagering and the updating and accumulation of slot machine
player marketing information. Additionally, embedded microchips in certain
systems such as elevators, escalators and the heating, ventilation and air
conditioning could lead to interruptions in service. All of these problems could
inconvenience hotel and casino customers, resulting in a loss of business.
We could also be exposed to Y2K problems should certain of our suppliers
have disruptions to their operations due to Y2K problems. We do not consider
these problems to be as significant as those with our own systems because in
most instances we could find alternate vendors for our supplies, but Y2K
problems for certain suppliers, such as utility providers, could result in
disruptions to hotel-casino operations for an indeterminate period of time.
Additionally, should providers of financial services such as ATM's, credit card
processing and credit card cash advance experience Y2K problems, our operations
could be adversely affected.
We recognize the need to ensure our operations will not be adversely
affected by Y2K and have taken steps to update our systems, where necessary,
including replacing or updating software and equipment. Since 1997, our
Management Information Systems department has attempted to identify all areas
where Y2K could pose a problem. To assist them in their effort and to further
help identify potential problem areas, in October 1998 we retained the services
of an advisor to review our Y2K program.
As of June 30, 1999, we have identified and updated or are in the process
of updating those systems and programs that we deem most critical to the day-to-
day operations of our hotel-casinos. We currently use Year 2000 compliant
software for our accounting, human resources, payroll, inventory and purchasing
systems. Based on representations from our vendors, we anticipate that our other
essential computer systems, including our hotel front desk and reservations,
retail point of sale, bowling center, race and sports wagering and casino player
tracking and marketing systems, will be Y2K compliant by July 1999, although no
assurances can be made to that effect. We estimate that the total cost to
identify and correct potential Y2K problems will be approximately $1.6 million,
approximately $400,000 of which had been spent as of June 30, 1999. All costs
related to software modification, as well as all costs associated with our Y2K
project, are being expensed as incurred and are included in the cost estimate
referred to above. We are currently developing contingency plans for specific
areas of our operations. Such plans include the training of employees in the
implementation of manual procedures for gaming operations, the selection of
alternative vendors and the testing of back-up electrical power generators. We
will continue to assess Y2K risk and develop contingency plans.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Accounting Pronouncements
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-
Up Activities". SOP 98-5 requires that the Company expense its pre-opening and
related promotional expense as incurred rather than capitalize it and amortize
it over the estimated period of economic benefit of such costs as has been the
Company's policy in the past. Effective January 1, 1998, the Company adopted
SOP 98-5. The adoption had no impact on the financial position, results of
operations or cash flows of the Company as all start-up costs previously
capitalized had been expensed in prior periods.
Forward Looking Statements
The statements in this Management's Discussion and Analysis which are not
historical fact are forward looking statements that are made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.
The statements are subject to risks and uncertainties, including, but not
limited to, increased competition, both in Nevada and other jurisdictions,
dependence on the Las Vegas area and the Southern California region for a
majority of the Company's customers, uncertainties associated with the Y2K
problem and uncertainties associated with construction projects, including the
related disruption of operations and the availability of financing, if
necessary, which could cause actual results to vary materially from those
discussed herein.
13
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
On July 6, 1999, the Company filed a Form 8-K dated June 22, 1999
under Item 5, Other Events, with respect to the commencement of the Company's
offer to exchange up to $175.0 million principal amount of newly issued 9-1/2%
Senior Subordinated Notes Due 2009 for a like amount of its outstanding
privately placed 9-1/2% Senior Subordinated Notes Due 2009.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: August 13, 1999 COAST HOTELS AND CASINOS, INC., a Nevada
corporation
By: /s/ Gage Parrish
---------------------------------
Gage Parrish
Vice President and Chief Financial Officer
16
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