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UNITED STATES
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 February 28, 1999
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-20840
PRESIDENT CASINOS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0341200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
802 North First Street, St. Louis, Missouri 63102
Address of principal executive offices
314-622-3000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.06 par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 Registration S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
amendment to this Form 10-K. /X/
As of May 28, 1999, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $7,007,982.*
As of May 28, 1999, the number of shares outstanding of the Registrant's
Common Stock was approximately 5,032,963.
* Calculated by excluding all shares that may be deemed to be beneficially
owned by executive officers and directors of the Registrant, without conceding
that all such persons are "affiliates" of the Registrant for purposes of the
federal securities laws.
DOCUMENTS INCORPORATED BY REFERENCE
Part III - The Registrant's definitive Proxy Statement for its annual meeting
of stockholders scheduled to be held August 10, 1999.
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PART I
Items 1. and 2. Business and Properties.
General
President Casinos, Inc. develops, owns and operates riverboat and/or
dockside gaming casinos through its subsidiaries (collectively, the
"Company"). The Company's current gaming facilities and operations are
summarized as follows:
Davenport, Iowa
Managing entity - The Connelly Group, L.P.
Vessel - "President"
Casino square footage - 37,000
Slots - 925
Gaming tables - 44
Opening of casino - April 1, 1991
Biloxi, Mississippi
Managing entity - The President Riverboat Casino-
Mississippi, Inc.
Vessel - "Biloxi Barge"
Casino square footage - 38,000
Slots - 947
Gaming tables - 38
Opening of casino - August 13, 1992
Opening of current facility - June 30, 1995
St. Louis, Missouri
Managing entity - President Riverboat Casino-
Missouri, Inc.
Vessel - "Admiral"
Casino square footage - 56,000
Slots - 1,230
Gaming tables - 62
Opening of casino without slots - May 27, 1994
Opening of casino with slots - December 9, 1994
In addition to its gaming operations, the Company owns and manages certain
hotel and ancillary facilities associated with its casino operations in
Davenport, Iowa and Biloxi, Mississippi and operates two nongaming dinner
cruise, excursion and sightseeing vessels on the Mississippi River in St.
Louis, Missouri. The Company also charters certain of its unused vessels to
unrelated third parties.
The Company was incorporated in the State of Delaware in June 1992 and
completed the initial public offering of its Common Stock in December 1992.
The Company is the successor to businesses operated in St. Louis, Missouri
since 1985, Davenport, Iowa since October 1990 and Biloxi, Mississippi since
August 1992. The Company's principal executive offices are located in an
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approximately 9,500 square foot building owned by the Company at 802 North
First Street, St. Louis, Missouri 63102, and its telephone number is (314)
622-3000.
The Company's Common Stock was delisted from the Nasdaq National Market
effective the close of business November 19, 1998 for failure to meet certain
minimum net tangible asset requirements. The stock continues to trade on the
OTC Bulletin Board. The decision by Nasdaq has not had, nor is anticipated to
have, a material effect on the operations of the Company.
Current Operations
Management of the Company views its operations in four operating segments;
Davenport Operations, Biloxi Operations, St. Louis Operations and Leasing
Operations, each of which is discussed more fully below. The revenue, results
of operations and identifiable assets related to each of these segments can be
found in Note 15 in the accompanying consolidated financial statements.
Davenport Operations
The Davenport gaming operations are managed by the Company's wholly-owned
subsidiary, President Riverboat Casino-Iowa, Inc. ("PRC Iowa"), which is the
general partner of the 95% Company-owned operating partnership, The Connelly
Group, L.P. ("TCG"). The Company began riverboat gaming operations on the
Mississippi River in Davenport, Iowa on the "President" in April 1991. The
Company's operating license is renewable annually at the discretion of the
Iowa Racing and Gaming Commission (the "IRGC") after receipt of a renewal
application from the Company. The license was last renewed in April 1999.
Davenport, Iowa along with Bettendorf, Iowa and Rock Island, Moline, and East
Moline, Illinois comprise the Quad Cities metropolitan area. The Quad Cities
metropolitan area has a population of approximately 380,000 and is
approximately a three-hour drive from Chicago.
The "President," built in 1924, is a five-deck, steel-hulled passenger
vessel and is approximately 300 feet in length. During the period November
13, 1995 through April 1, 1996, the "President" underwent a $4.0 million
refurbishment and a Coast Guard mandated five-year hull inspection. During
that period the "President" was temporarily replaced with a smaller Company-
owned vessel, "President Casino-Mississippi" (see "Vessels Owned/Chartered,"
below). The "President" must undergo its next hull inspection by March 2001.
Within a 45-mile radius, the Davenport operation competes with three other
casino operations. Expansion and increased marketing by these competitors
continues to escalate. During fiscal 1999 one of the competitors expanded its
operations and opened a 256-room hotel with an attached 500-stall parking
structure. In connection with the new facilities, the competition increased
its casino gaming positions by approximately 14%. One of the competitors is
located on the Illinois side of the Mississippi River where the gaming laws
currently require riverboat casinos to cruise for all of their gaming
sessions. The IRGC has the authority to set cruising schedules for Iowa
riverboats and to permit dockside gaming throughout the year. The Company
must currently conduct at least one cruise per day for 100 days per year, the
timing of which are set at the Company's discretion with the approval of the
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IRGC. Iowa riverboats can operate while remaining dockside at all other
times. A change in the Illinois laws to eliminate or substantially reduce
cruising requirements could have an adverse effect on the Davenport
operations. The casino is open 24 hours per day, seven days per week.
On May 25, 1999, the Illinois legislature sent to the Governor a bill to
eliminate boarding and cruising restrictions.
The Company owns and operates the Blackhawk Hotel through its wholly-owned
subsidiary TCG/Blackhawk, Inc. The Blackhawk Hotel, located approximately
three blocks from the "President," commenced operations in October 1990. The
Blackhawk Hotel has 191 guest rooms and suites and seven meeting rooms
encompassing nearly 14,000 square feet, including a 500-seat grand ballroom.
The hotel is adjoined to the city-owned RiverCenter, which offers an
additional 100,000 square feet of meeting rooms and convention space. Over
the past four fiscal years three new hotels have opened in the Davenport
market. During fiscal 1999, a competing casino operator opened a 256-room
hotel adjacent to their casino as previously discussed. During fiscal 1997, a
163-room hotel opened directly across the Mississippi River from the same
competing casino operator. During fiscal 1996, a 221-room hotel opened
between the Blackhawk Hotel and the "President." While these and other new
hotels have intensified competition for the Blackhawk Hotel, management
believes the addition of hotel rooms to the Quad Cities market has improved
the marketability of the Quad Cities for the Company's gaming operations.
The Company leases certain levee property in Davenport, Iowa from the City
of Davenport. This lease expires in 2017. The Company is required to pay
certain boarding and docking fees and a special payment in lieu of property
taxes to the City. In aggregate, the annual cost of these fees is the higher
of $824,000 or 82.7 cents per passenger. Both the base amount and per
passenger charges related to the docking fees are subject to an annual 4%
escalator.
Biloxi Operations
The Company began dockside gaming operations in Biloxi, Mississippi on
August 13, 1992. The Company manages its Biloxi gaming operations through its
wholly-owned subsidiary, The President Riverboat Casino-Mississippi, Inc.
("President Mississippi"). Biloxi is located on the Gulf of Mexico 75 miles
east of New Orleans. The Mississippi Gulf Coast area has a population of
approximately 150,000. The Company's Mississippi gaming license was last
renewed in March 1999 for a two-year period.
Since gaming began in Mississippi in August 1992, competition has steadily
increased along the Mississippi Gulf Coast. There are currently twelve
casinos operating in this area. The twelfth casino opened in March 1999 and
is the largest casino in the market. The Company also faces competition from
gaming operations in the metropolitan New Orleans area and elsewhere in
Louisiana and Mississippi. The New Orleans metropolitan area currently has
three casinos in operation.
Management believes the Mississippi Gulf Coast is now moving into a new
generation of casino operations and is becoming a major destination point for
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gaming entertainment. The area is becoming more widely known with many guests
coming long distances to enjoy the weather, beaches, golfing and other
entertainment. During recent years, several large gaming companies have built
large hotel/casino complexes and have captured a significant portion of the
Mississippi Gulf Coast market. Many of these competitors have substantially
greater name recognition and financial and marketing resources than the
Company.
In February 1995, in order to provide the Company with the opportunity to
compete more effectively in the Mississippi Gulf Coast market, a wholly-owned
non-guarantor subsidiary of the Company ("Charter Corp.") entered into a
charter agreement to lease a dockside casino to be utilized by the Company's
Biloxi, Mississippi gaming operations. In June 1995, the Company replaced the
"President Casino-Mississippi" with a new facility, the "Biloxi Barge." This
change allowed for an increase in casino square footage from 20,500 to 38,000.
In addition, the "Biloxi Barge" features a full service 175-seat buffet and a
50-seat steak and seafood restaurant, amenities not available on the previous
vessel.
Prior to July 1997, the Company was party to an operating lease with BH
Acquisition Corporation ("BH"), a wholly-owned entity of John E. Connelly,
Chairman, Chief Executive Officer and principal stockholder of the Company,
for its Biloxi mooring site, parking facilities, offices and a warehouse.
Rent under the operating lease agreement was approximately $3.0 million
annually, on a triple net basis. On July 24, 1997, President Broadwater
Hotel, LLC ("PBLLC"), a limited liability corporation in which the Company has
a 100% ownership interest and a wholly-owned entity of Mr. Connelly which has
preferred rights to certain cash flows, acquired the real estate and
improvements from BH for $40.5 million. The property comprises approximately
260 acres and includes a marina which contains the Biloxi casino's mooring
site, two hotels with approximately 500 rooms and an adjacent 18-hole golf
course (collectively, the "Broadwater Property").
The marina at the Broadwater Property has been determined by the Secretary
of the State of Mississippi to constitute both "tidelands" and "fastlands"
under the Mississippi Trust Tidelands Act (the "Tidelands Act") and by court
rulings. The Tidelands Act provides that land designated as tidelands is
deemed to be owned by the State of Mississippi in trust. Under Mississippi
law, riparian owners of land designated as "tidelands" or "fastlands" are
provided the first opportunity to negotiate with the State of Mississippi for
a lease on the property. The Broadwater Property was purchased subsequent to
the marina's designation as "tidelands" and "fastlands" and as such, the value
of the property has not been subsequently impaired by said designation.
During August 1992, BH entered into a ten-year lease agreement with the
State of Mississippi for the tidelands (the "Tidelands Lease") for an annual
rental fee of $295,000, subject to five year adjustments as defined by the
lease agreement. In November 1993, the Tidelands Lease was amended to allow a
new or second vessel be moored, among other items, for an annual rent of
$525,000. Effective in August 1995, in conjunction with the replacement of
the m/v "President Casino-Mississippi" with the "Biloxi Barge," BH exercised
its rights and the Company's annual rent increased to $525,000. Effective
August 1997, the state adjusted the annual rent to $598,000 based on the five-
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year CPI, in accordance with the terms of the lease.
During December 1996, BH entered into a 40-year lease agreement (the
"Fastlands Lease") with the State of Mississippi for the fastlands for an
annual rental fee of $21,000, adjustable every five years as defined in the
lease agreement. Concurrent with the purchase of PBLLC, BH sold its interest
in the Tidelands Lease and the Fastlands Lease to PBLLC.
Management believes that as newer and larger casino complexes enter the
Mississippi Gulf Coast market, it will become increasingly more difficult to
compete and maintain market share. Thus, the Company continues to study
strategic alternatives related to its Biloxi operations. See "Potential
Growth Opportunities-Biloxi, Mississippi".
St. Louis Operations
On May 27, 1994, the Missouri Gaming Commission licensed the Company to
conduct dockside gaming operations on the "Admiral" in St. Louis, Missouri
through its wholly-owned subsidiary, President Riverboat Casino-Missouri, Inc.
("President Missouri"). The Company's initial license was subsequently renewed
and has been extended through May 2000.
The "Admiral," an approximately 400-foot long vessel, is continuously docked
near the base of the Gateway Arch at a mooring site leased by the Company from
the City of St. Louis.
The Company leases two mooring sites in St. Louis, Missouri from the City of
St. Louis, one for the "Admiral" and the second for its non-gaming cruise
boats. The St. Louis river front leases are generally for ten-year periods
with multiple five-year renewal options and are subject to rate changes by the
Port Commission every five years.
The "Admiral" lease provides for a minimum base annual rental plus rental
payments of 2% of gaming revenues (gross receipts net of winnings paid to
wagerers). The percentage may be adjusted (higher or lower) to equal the
gaming rentals charged to other properties in the river front area of St.
Louis where gaming is conducted. The "Admiral" is currently the only gaming
property on the St. Louis, Missouri side of the river front.
The lease for the "Admiral" mooring site terminates in December 2008 and the
second lease terminates in 2011, assuming the exercise of all extension
options provided therein. The extension options provided under the leases
must be approved by the City, which approval may not be unreasonably withheld
by the City. However, the City will be deemed to have approved each extension
exercised by the Company if the Company is in compliance with the lease terms.
Each lease grants the City the right to change or cancel the lease or to
relocate the Company's mooring locations for right-of-way, sewer or flood wall
construction purposes. The City is also permitted to terminate any lease if
the Company does not operate at the leased moorings for 12 consecutive months.
Competition is intense in the St. Louis market area. There are presently
five other casino companies operating eight casinos in the market area. Two
competitors are Illinois casino companies operating single casino vessels, one
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directly across the Mississippi River from the "Admiral" and the second 20
miles upriver. There are three other eastern Missouri casino companies, each
of which operates two casino vessels approximately 20 miles west of St. Louis
on the Missouri River. Two of the three casino companies opened in March
1997. Riverboats in Illinois and Missouri have competitive advantages and
disadvantages resulting from gaming regulations in each respective state.
While Missouri regulations do not require the vessels to actually cruise,
simulated cruising requirements are imposed which only allow entry onto a
vessel for a 45-minute period every two hours. Those competitors having two
casino vessels can alternate hourly boarding times and provide virtually
continuous boarding for guests. Thus, they have a distinct competitive
advantage over the Company, which has only one vessel and cannot offer
"staggered cruises." Illinois casino vessels are required to cruise, thereby
limiting ingress and egress to their casinos. Other Missouri regulations
limit the loss per cruise per passenger by limiting the amount of chips or
tokens a guest may purchase to $500 per two-hour gaming session. Illinois
does not impose a statutory loss limit, thereby allowing Illinois casinos to
attract higher stake gamblers. Additionally, the guests of Illinois casinos
are not burdened with the administrative requirements related to the loss
limits. Any change in the Illinois legislation related to these requirements
could have a negative impact on the competitive environment in the St. Louis
market.
In addition, the Company has operated dinner cruise, excursion and
sightseeing riverboats (d/b/a Gateway Riverboat Cruises) on the Mississippi
River at St. Louis since 1985. The Company currently owns and operates two
such vessels, each with a capacity of approximately 350 passengers.
On May 25, 1999, the Illinois legislature sent to the Governor a bill to
eliminate boarding and cruising restrictions.
On May 27, 1999, the Missouri Gaming Commission announced its plan to
abolish boarding restrictions by the Fall of 1999.
Vessels Owned/Chartered
In addition to the vessels presently used in its gaming operations, the
Company owns the "President Casino New Yorker" (formerly the "Majestic Star").
The "President Casino New Yorker" is a 308-foot long sea-worthy passenger boat
which the Company had intended to use in a Gary, Indiana gaming development,
which was subsequently abandoned. On August 15, 1995, the Company entered
into a charter agreement with its former Indiana partner to lease the
"President Casino New Yorker," without gaming equipment, for a five-year term
at an annual rental fee of $1.5 million for the first two years and for fair
market value thereafter. The charter commenced in May 1996 and ended in
February 1998.
In July 1998, the Company entered into an agreement to charter "President
Casino New Yorker" until February 15, 1999 to an unrelated third party. The
initial charter could be extended for three additional two-month periods. The
initial charter fee was approximately $0.4 million per month with certain
escalations to occur during each of the extension periods. The lessee has
exercised the right to extend the charter until June 15, 1999.
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The Company also owns the "President Casino-Mississippi," previously
utilized at the Company's Biloxi and Davenport operations. The "President
Casino-Mississippi" is 292-feet long and 65-feet wide, contains 22,000 square
feet of gaming space on three decks and will accommodate approximately 620
slot machines and 40 table games. The Company is currently seeking to sell or
lease this vessel.
Potential Growth Opportunities
The Company continues to selectively explore gaming developments in current
and emerging gaming markets. Pursuit of such opportunities by the Company is
dependant upon a number of economic and regulatory factors including the
Company's ability to secure required federal, state and local governmental
licenses and approvals and the availability of financing for such projects on
acceptable terms. In addition, the Company is subject to intense competition
for the development of new gaming opportunities from companies that have
significantly greater financial, marketing and other resources than the
Company. Accordingly, there can be no assurance that the Company will be able
to successfully pursue other gaming opportunities or recover its investment in
any such new opportunities.
St. Louis
During July 1998, the Company and the City of St. Louis reached an agreement
for the relocation of the "Admiral," approximately 1,000 feet north from its
current location on the Mississippi River. This move is expected to enhance
access to the casino and raise the casino's flood protection by approximately
four feet. The aggregate cost to relocate the "Admiral" is expected to be
approximately $6.0 million. Under the terms of the agreement, the City will
issue $3.0 million in debt to partially finance the move. The Company will
pay for the remaining costs. It is anticipated that the City would repay the
$3.0 million in debt in annual allocations of $0.6 million from the City's
anticipated $1.2 million annual home dock city public safety fund. The move
is expected to occur in the late of fiscal 2000, subject to certain approvals,
weather conditions and timely construction.
Biloxi, Mississippi
As discussed in "Current Operations-Biloxi, Mississippi," in July 1997 the
Company purchased certain real estate and improvements in Biloxi for $40.5
million. The property comprises approximately 260 acres and includes two
hotels, an adjacent 18-hole golf course and a marina. The marina is the
current site of the Company's Biloxi casino operations.
The Company believes that this site is ideal for development of "Destination
Broadwater," a full-scale luxury destination resort offering an array of
entertainment attractions in addition to gaming. Destination Broadwater is
planned to be an integrated entertainment resort situated in a village setting
surrounded by water. The plan will feature a village which will include a
cluster of casinos, hotels, restaurants, theaters, and other entertainment
attractions. Management believes that with its beachfront location and
contiguous golf course, the property is the best site for such a development
in the rapidly growing Gulf Coast market.
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In August 1998, the Company submitted a Joint Permit Application to begin
development of "Destination Broadwater." This application requires the
approvals from (i) the Mississippi Department of Marine Resources ("DMR"),
(ii) the U.S. Army Corps of Engineers and, (iii) the Mississippi Department of
Environment Quality. In January 1999, the Company received the first of these
approvals from the DMR.
In March 1999, the Company announced that it had entered into contracts with
the State of Mississippi and the owners of Deer Island to purchase and convey
title to the island to the State of Mississippi. Deer Island encompasses
approximately 500 acres and is located just offshore of Biloxi, Mississippi.
It is primarily a wilderness which the state would preserve for use by the
people of Mississippi. The purchase and conveyance of the title are
contingent on the occurrence of various events, including the issuance to the
Company of all required federal, state, and local permits and the issuance by
the State of Mississippi of the tidelands and fast lands leases and casino
license necessary for development of Destination Broadwater.
New York, New York
The Company pursued a gaming license for a "cruise to nowhere" operation in
New York City utilizing "President Casino New Yorker." In January 1998, the
Company submitted a gaming application to the New York City Gambling
Commission and in April 1998 received notification that the Commission was not
prepared to issue a provisional license which would have allowed the Company
to start operations. The Company incurred $2.6 million in costs pursuing a
New York City license during fiscal year 1999.
Philadelphia, Pennsylvania
In December 1993, the Company entered into a lease/purchase option agreement
covering an 18-acre river front site and a city-owned pier located immediately
contiguous to this property in Philadelphia, Pennsylvania. This option
agreement expired December 31, 1996. In fiscal year 1996, the Company wrote-
off its $11.0 million investment in this option due to the uncertainty as to
the timely passage of Pennsylvania riverboat gaming legislation prior to the
expiration of the option.
In May 1996, the Company entered into a separate agreement to secure
additional lease rights with respect to the same property. As part of the
agreement, the Company paid $2.0 million to secure the right to purchase
additional options for five separate periods extending from January 1, 1997
through December 31, 1999.
In December 1996, the parties modified and the Company exercised a new
option agreement to secure the above Pennsylvania lease rights for the period
January 1, 1997 through December 31, 1997. Pursuant to the modified option
agreement, the Company remitted $1.2 million. During the option period and
the lease period, the Company was obligated to pay all maintenance costs,
taxes and insurance with respect to the property.
In September 1997, the parties further modified the lease and the option
agreements for its lease rights in Philadelphia. Pursuant to the second
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modification of the lease agreement, the Company remitted $1.2 million for the
second preliminary term extension for the period from January 1, 1998 through
September 30, 1998. This term extension was extended through December 31,
1998 on a month to month basis for $0.1 million per month beginning in October
1998. The Company also extended its right to secure additional option periods
through December 31, 2000. The remaining terms and conditions of the
agreements were substantially unchanged.
In October 1998, the parties further modified the Philadelphia lease and the
option agreements. Pursuant to the terms of the third modification, the
Company extended its option through September 30, 1999, on a quarter-to-
quarter basis for $0.4 million per quarter beginning October 1998. The Company
remitted $0.4 million for each of the quarters ended December 31, 1998 and
March 31, 1999. The Company also obtained the right to secure additional
option periods through December 31, 2001.
On February 9, 1999, the Pennsylvania House of Representatives approved a
bill allowing riverboat casinos to be included in a non-binding statewide
gambling referendum on May 18, 1999. On March 8, 1999, the state Senate voted
28-21 that the non-binding referendum would not be submitted to the voters.
Based on the Company's analysis of the likelihood of timely passage of
Pennsylvania gaming legislation, the Company wrote off the remainder of its
investment in Philadelphia of $1.1 million and notified the lessors of
management's intent not to renew the options under the then current terms.
The Company is currently in negotiations with the lessor with respect to a new
lease option agreement with substantially revised terms.
Massena, New York
In October 1993, the Company entered into a joint venture with an unrelated
third party to manage a casino to be owned by the Mohawk Indian Tribe on its
reservation near Massena, New York. The Company, through a wholly-owned
subsidiary, owned a 50% interest in the joint venture. During January 1998,
the Company sold its interest in the joint venture for $0.4 million and
certain contingent payments. Under the terms of the agreement, the Company is
to receive an additional $0.6 million upon the opening of the proposed casino
and up to an additional $1.0 million out of certain cash flows, if any, from
the casino. Although the casino opened in April 1999, the Company has not
collected any additional payments and is reviewing its legal options relating
to the fulfillment of the contract.
Marketing and Sales
The Company targets its marketing efforts at middle income, recreational
gaming customers. The Company relies on a mix of billboards, television,
radio and print advertisements in both the local and regional markets to
attain a high recognition level. The Company also has a preferred slot player
program, together with electronic slot player tracking, a table player
tracking and rating system, hosts, gaming tournaments, special events, direct
mailing, telemarketing and other casino marketing techniques to identify,
recognize and cultivate frequent and better casino customers. This effort is
supported by direct marketing, a targeted trade advertising schedule and
attendance at industry trade shows and sales gatherings.
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The Company also utilizes its web site at www.presidentcasino.com to enhance
its marketing programs.
Regulatory Matters
Gaming Regulations
General. The ownership and operation of gaming facilities are subject to
extensive state and local regulation. The Company's Davenport gaming
operations are regulated by the Iowa Racing and Gaming Commission, the
Company's Biloxi gaming operations are regulated by the Mississippi Gaming
Commission and the Company's St. Louis gaming operations are regulated by the
Missouri Gaming Commission. As a condition to obtaining and maintaining a
gaming license, the Company must pay fees and taxes, observe detailed
regulations on operations, submit and update comprehensive applications and
submit detailed financial, operating and other reports to each such
Commission. Each such Commission has broad powers to suspend or revoke
licenses in which event, local and related operations would be terminated or
suspended. In addition, substantially all of the Company's material
transactions are subject to prior notice to review by, and in some instances,
approval by such Commission by the various regulatory bodies. Any person
acquiring 5% or more of the Common Stock or equity securities of any gaming
entity must be found suitable by the appropriate regulatory body.
Various license fees and taxes are payable to the jurisdictions in which the
Company conducts gaming operations. These taxes are calculated in various
ways, and may be based upon (i) a percentage of the gross gaming revenues
received by the casino operation, (ii) the number of slot machines operated by
the casino, (iii) the number of table games operated by the casino and/or (iv)
passenger counts. A casino entertainment tax is also paid by the licensee
where entertainment is furnished in connection with the selling of food or
refreshments. The Company estimates that state and local gaming taxes for the
Company's Biloxi operation approximate 12% of net gaming win. In addition,
certain other fees are imposed. Iowa has a graduated tax of approximately 20%
of net gaming win and the City of Davenport charges additional fees on a per
customer and per boat basis. The Company's Davenport casino operations is
required annually to pay the City of Davenport a base amount of $0.8 million
plus 82.7 cents per passenger over 1,117,579 passengers. Both the base amount
and per passenger charges related to the docking fees are subject to an annual
4% escalator. The Missouri gaming law imposes a tax of 20% of adjusted gross
receipts from gaming activities and a $2.00 per passenger fee.
The Company, its subsidiaries, its employees and other individuals or
entities having material relationships with the Company are required to obtain
and hold various licenses and approvals in Iowa, Mississippi and Missouri and
will most likely be required to do so in each other jurisdiction in which the
Company may conduct a gaming operation. If a gaming authority were to find a
director, officer or key employee unsuitable for licensing or unsuitable to
continue to have a relationship with the Company, the Company would have to
suspend or dismiss such person. The failure of the Company, or any of its key
personnel, to obtain or retain a license in any jurisdiction could have a
material adverse effect on the Company and its prospects or its ability to
obtain or retain licenses in other jurisdictions. Generally, regulatory
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authorities have broad discretion in granting, renewing and revoking licenses.
Moreover, any jurisdiction into which the Company may seek to expand its
gaming operations may require the Company to apply for and obtain regulatory
approvals with respect to the construction, design and operational features of
the vessel it intends to utilize. Obtaining such licenses and approvals may
be costly, time consuming and cannot be assured. Riverboat as well as certain
dockside operations are also subject to stringent regulation by the U.S. Coast
Guard and to marine insurance requirements, as well as state and local
requirements.
The Company may be subject to substantial fines for each violation of a
gaming law or regulation. In addition, a violation of a gaming law or
regulation may subject a license to suspension or revocation. Limitation,
conditioning or suspension of a gaming license could (and revocation of any
gaming license would) materially adversely affect the operations in that
jurisdiction.
In July 1996, a law was enacted by the U.S. Congress establishing a National
Gaming Impact and Policy Commission to conduct a comprehensive study of the
social and economic impacts of gambling in the United States and make
recommendations for changes to the policies governing gambling that the
Commission may deem appropriate. A report is expected to be made by the
Commission in June 1999. While it is not possible at this time to predict the
outcome of the Commission's deliberations, any further regulation of gaming at
the federal level would result in further regulation of the Company's gaming
operations which could have a material adverse impact on the Company's future
results of operations.
Mississippi Gaming Regulations. Gaming was authorized in Mississippi in
June 1990 but gaming operations did not commence until August 1992. The
ownership and operation of casino gaming facilities in Mississippi are subject
to extensive state and local regulation. The Company is registered as a
publicly traded holding company under the Mississippi Gaming Control Act and
its gaming operations are subject to the licensing and regulatory control of
the Mississippi Gaming Commission (the "Mississippi Commission") and various
local, city and county regulatory agencies.
Licenses to conduct gaming operations in the State of Mississippi are not
transferable and are required to be renewed on a periodic basis. Each issuing
agency may at any time revoke, suspend, condition, limit or restrict a license
or deny approval to own shares of stock in the Company or a gaming entity for
any cause deemed reasonable by such agency.
The Mississippi Commission has the authority to require a finding of
suitability with respect to any stockholder regardless of such stockholder's
percentage of ownership. In this regard, the Company's Certificate of
Incorporation provides that the Company may redeem any shares of the Company's
capital stock held by any person or entity whose holding of shares may cause
the loss or non-reinstatement of a governmental license held by the Company.
Such redemption shall be at fair market value, as defined in the Company's
Certificate of Incorporation, regardless of the price the stockholder paid for
the shares. Mississippi law also contains a provision which requires the
Company to purchase for cash all shares of any stockholder found unsuitable by
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<PAGE> 13
the Mississippi Commission and requires such purchase to be made within ten
days of the finding of unsuitability. In either case, the stockholder is
required to pay all costs of investigation. In addition, any individual who
is found to have a material relationship to, or material involvement with, the
Company may be required to be investigated in order to be found suitable or to
be licensed as a business associate. Key employees, controlling persons or
others who exercise significant influence upon the management or affairs of
the Company may also be deemed to have such a relationship or involvement.
In connection with its license, the Company and President Mississippi are
required to submit detailed financial, operating and other reports to the
Mississippi Commission. Substantially all loans, leases, sales of securities
and similar financing transactions entered into by President Mississippi must
be reported to or approved by the Mississippi Commission. In addition, the
Mississippi Commission regulates the Company's ability to engage in certain
types of transactions. For example, a change in control of the Company or a
plan of reorganization (as defined in the regulations) by the Company may not
occur without the prior approval of the Mississippi Commission. Similarly,
Mississippi gaming legislation requires that each person employed by President
Mississippi as a gaming employee obtain a valid work permit issued by the
Mississippi Commission.
The Mississippi Commission has the authority to approve or disapprove the
Company's future operations outside of Mississippi. The Company's Davenport
operations were reviewed and approved during its Biloxi licensing process. On
May 24, 1993, the Company received all requisite approvals from the
Mississippi Commission to conduct gaming operations in the jurisdictions in
which it was then operating or proposing to operate without further action by
the Mississippi Commission. The Company's current non-Mississippi gaming
operations do not require re-approval by the Mississippi Commission except as
part of the Company's application for renewal of its license. The Mississippi
regulations require that the Company notify the Mississippi Commission prior
to conducting gaming operations in any additional jurisdictions and provide
certain documentation to the Mississippi Commission relating to proposed
gaming operations.
A 1998 amendment to a Mississippi Commission regulation requires as a
condition of licensure or license renewal that a gaming establishment's
development plan include a 500-car or larger parking facility in close
proximity to the casino complex and infrastructure facilities, the
expenditures for which will amount to at least 100% of the higher of the
appraised value or construction cost of the casino. The regulation formerly
required infrastructure expenditures amounting to 25% of the casino cost.
Such infrastructure facilities shall include any of the following: a 250-room
or larger hotel of at least a two-star rating as defined by the current
edition of the Mobil Travel Guide, a theme park, golf courses, marinas, tennis
complex, entertainment facilities, or any other such facility as approved by
the Mississippi Commission as infrastructure. Parking facilities, roads,
sewage and water systems, or facilities normally provided by cities and/or
counties are excluded. The Mississippi Commission may in its discretion
reduce the number of rooms required, where it is shown to the Mississippi
Commission's satisfaction that sufficient rooms are available to accommodate
the anticipated visitor load, and parking spaces may also be reduced as needed
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<PAGE> 14
for small casinos. Because the amended regulation "grandfathers" in existing
licensees (and applicants for a license receiving a finding of site
suitability from the Mississippi Commission) prior to February 20, 1999, the
amendment imposes no new requirement on the Company.
In 1998, two referenda were proposed which, if approved, would have amended
the Mississippi Constitution to ban gaming in Mississippi and would have
required all currently legal gaming entities to cease operations within two
years of the ban. Each of the proposals were ruled illegal by Mississippi
State judges because, among other reasons, they failed to include required
information regarding the anticipated effect on government revenues. The
Mississippi Supreme Court affirmed the Circuit Court first ruling, but only on
procedural grounds.
On March 22, 1999, another such referendum was filed with the Mississippi
Secretary of State. The language of this most recent proposal also fails to
include information regarding its anticipated effect on government revenues
and may be subject to legal challenge on the same basis that the two proposals
were successfully challenged. Any such referendum must be approved by the
Mississippi Secretary of State and signatures of approximately 98,000
registered voters must be gathered and certified in order for such a proposal
to be included on a statewide ballot for consideration by the voters. The
next election, for which the proponents could attempt such a proposal on the
ballot, would be November 2000. It is likely at some point that a revised
initiative will be filed which would adequately address the issues regarding
the effect on government revenues of prohibition of gaming in Mississippi.
However, while it is too early in the process for the Company to make any
predictions with respect to whether such a referendum will appear on a ballot
or the likelihood of such a referendum being approved by the voters. If such
a referendum were passed and gaming were prohibited in Mississippi, it would
have a materially adverse effect on the Company.
Iowa Gaming Regulations. In 1989, the State of Iowa enacted The Excursion
Gambling Act which legalized riverboat gaming on the Mississippi and Missouri
Rivers and certain other waterways located in Iowa. Pursuant to The Excursion
Gambling Act, the Iowa Racing and Gaming Commission (the "IRGC") was
established with jurisdiction to regulate all gaming operations in Iowa.
In May 1994, the Iowa gaming laws were amended to remove all per passenger
loss limitations, size of bet limitations and restrictions on the percentage
of space on a riverboat which may be utilized for gaming and authorized the
Iowa Commission to set cruising schedules for riverboats and to permit
dockside gaming throughout the year.
The ownership and operation of gaming facilities in Iowa are subject to
extensive state laws, regulations of the IRGC and various county and municipal
ordinances concerning, among other things, the responsibility, financial
stability and character of gaming operators and persons financially interested
or involved in gaming operations. All gaming operators must be approved and
licensed by the IRGC. Initial gaming licenses are issued for not more than
three years and are subject to annual renewals thereafter. The IRGC has broad
discretion with respect to such renewals. Licenses issued by the IRGC may not
be transferred to another person or entity. The Company is required to submit
detailed financial and operating reports to the IRGC. Contracts in excess of
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<PAGE> 15
$50,000 or in which the term exceeds three years and all related party
transactions must be submitted to and approved by the IRGC.
Gaming is permitted only on riverboats which recreate, as nearly as
practicable, Iowa's riverboat history and have a capacity for at least 250
persons. In addition, the licensee must utilize Iowa resources, goods and
services in the operation of the riverboat. An excursion gambling boat must
operate at least one excursion each day for 100 days during the excursion
season from April 1 through October 31. Excursions consist of a minimum of
two hours. While an excursion gaming boat is docked, passengers may embark or
disembark at any time.
Pursuant to its rule-making authority, the IRGC requires all employees of
TCG and certain key employees of the Company to be licensed by the IRGC. In
addition, anyone having a material relationship or involvement with the
Company may be required to be found suitable or to be licensed. The IRGC has
jurisdiction to disapprove a change in position by such officers or key
employees and the power to require the Company to suspend or dismiss officers,
directors or key employees or sever relationships with other persons who
refuse to file appropriate applications or whom the IRGC finds unsuitable to
act in such capacities.
The IRGC may also require any individual who has a material relationship
with the Company to be investigated and licensed or found suitable. Any
person who acquires 5% or more of the Company's equity securities must be
approved by the IRGC prior to such acquisition. The applicant stockholder is
required to pay all costs of such investigation.
Missouri Gaming Regulations. Gaming on the Missouri and Mississippi Rivers
in the State of Missouri was originally authorized pursuant to a statewide
referendum on November 3, 1992. On April 29, 1993, Missouri enacted revised
legislation (the "Missouri Gaming Law") which amended the existing
legislation. The Missouri Gaming Law also established the Missouri Gaming
Commission (the "Missouri Commission"), which is responsible for the licensing
and regulation of gaming in Missouri and has the discretion to approve license
applications for both permanently moored ("dockside") riverboat casinos and
powered ("excursion") riverboat casinos.
Under the Missouri Gaming Law, the ownership and operation of riverboat
gaming facilities are subject to extensive state and local regulation. The
Missouri Commission has broad discretion to revoke or suspend gaming licenses
and impose other penalties for violation of the Missouri Gaming Law and the
rules and regulations promulgated thereunder. These penalties may include
forfeiture of all gaming equipment used for improper gaming and fines of up to
three times an operator's highest daily gross adjusted receipts during the
preceding twelve months. Licenses issued by the Missouri Commission to
conduct gaming operations are subject to periodic renewals and may not be
transferred or pledged as collateral. License fees are a minimum of $25,000
annually after the initial license application. In addition, each licensee
must pay the entire cost of Missouri Highway Patrol officers and gaming
enforcement agents assigned to it. Each applicant has an ongoing duty to
update the information provided to the Missouri Commission in the application.
In addition to the information required of the applicant, directors, officers
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<PAGE> 16
and other key persons must submit applications which include detailed personal
and financial information and are subject to thorough investigations.
Applications filed with the Missouri Commission are continuously "pending" and
any issue may be reopened at any time. The Missouri Commission has the
authority to investigate any potential violation of the Missouri Gaming Law.
In addition, the Missouri Commission may take enforcement action against a
licensee for the failure of that licensee to comply with any other law. All
gaming employees must obtain an occupational license issued by the Missouri
Commission. The Company, its subsidiaries and certain of its officers and
employees are subject to various regulations. The Missouri Gaming Law
regulations bar a licensee from taking any of the following actions without
prior notice to, and approval by, the Missouri Commission: any issuance of an
ownership interest of five percent or more of the issued and outstanding
ownership interest, any private incurrence of debt by the licensee or any
holding company of $1.0 million or more, any public issuance of debt by a
licensee or its holding company, and certain defined "significant related
party transactions." In addition, the licensee must notify the Missouri
Commission of other transactions, including the transfer of five percent or
more of an ownership interest in the licensee or holding company, and any
transaction of at least $1.0 million. The restrictions on transfer of
ownership apply to the parent as well as the direct licensee, PRC-Missouri.
The Missouri Gaming Law imposes operational requirements on riverboat
operators, including a charge of two dollars per gaming customer that
licensees must pay to the Missouri Commission, a 20% tax on adjusted gross
receipts (in addition to other state taxes and license fees), a minimum payout
requirement of 80% for slot machines, prohibitions against providing credit to
gaming customers (except for the use of credit cards and checks) and a
requirement that each licensee reimburse the Missouri Commission for all costs
of any Missouri Commission staff necessary to protect the public on the
licensee's riverboat. Licensees must also submit audited quarterly financial
reports to the Missouri Commission and pay the associated auditing fees. The
Missouri Gaming Law provides for a loss limit of five hundred dollars per
person per excursion and requires simulated "cruises." The internal operating
procedures and controls of each facility is subject to the approval of the
Missouri Commission. The purchase and sale of slot machines and other gaming
equipment is subject to regulation, and must be purchased from a licensed
supplier. The Missouri Commission requires comprehensive safety inspections
and compliance with local ordinances even if the U.S. Coast Guard no longer
has safety jurisdiction over a facility. The Missouri Commission regulates
security and surveillance, and the control of cash and chips. Liquor licenses
are regulated by the Missouri Commission, not local or other state agencies.
Although the Missouri Gaming Law does not limit the amount of riverboat space
that may be used for gaming, the Missouri Commission is empowered to impose
such space limitations through the adoption of rules and regulations.
Non-Gaming Regulations
The Company is subject to certain federal, state and local safety and health
laws, regulations and ordinances that apply to non-gaming businesses
generally, such as the Americans with Disabilities Act, the Clean Air Act,
Clean Water Act, Occupational Safety and Health Act, Resource and Conservation
Recovery Act and the Comprehensive Environmental Response, Compensation and
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<PAGE> 17
Liability Act. The Company has not made material expenditures with respect to
such laws and regulations. However, the coverage and attendant compliance
costs associated with such laws, regulations and ordinances may result in
future additional costs to the Company's operations. For example, in 1990 the
U.S. Congress enacted the Oil Pollution Act to consolidate and rationalize
mechanisms under various oil spill response laws. The Department of
Transportation has proposed regulations requiring owners and operators of
certain vessels to establish through the U.S. Coast Guard evidence of
financial responsibility in the amount of $5.5 million for clean-up of oil
pollution. This requirement would be satisfied by either proof of adequate
insurance (including self-insurance) or the posting of a surety bond or
guaranty.
The Environmental Protection Agency and the U.S. Attorney's Office for the
Eastern District of Missouri conducted a federal criminal investigation with
respect to compliance by President Missouri with federal environmental laws in
connection with the operation of the "Admiral" in St. Louis. In July 1998,
the Company entered a guilty plea of violating the Rivers and Harbors Act of
1899, by discharging pollutants into the Mississippi River without a permit
during fiscal year 1996. See "Legal Proceedings."
All vessels operated by the Company must comply with U.S. Coast Guard
requirements as to safety and must hold a Certificate of Inspection. These
requirements set limits on the operation of the vessels and require that each
vessel be operated by a minimum complement of licensed personnel. Loss of the
vessel's Certificate of Inspection would preclude its use as a riverboat.
Every five years, excursion vessels must be dry docked for an inspection of
the outside of the hull resulting in a loss of service which may have an
adverse effect on the Company. Less stringent rules apply to permanently
moored vessels. In addition, portions of the facilities may be subject to
local building codes and the requirements of state authorities including
applicable gaming regulatory authorities.
Applicable provisions of the Local Option Alcoholic Beverage Control Law of
the State of Mississippi require that each employee of a licensed retailer who
handles alcoholic beverages obtain a valid permit issued by the Alcoholic
Beverage Control Division of the Mississippi State Tax Division. All
employees of President Mississippi who are required to obtain such permits
have either obtained such permits or have completed applications therefor and
are permitted to act in the positions for which they were hired pending
approval of such applications.
Employees
As of February 28, 1999, the Company had approximately 2,800 employees.
On April 19, 1999, certain gaming, service and maintenance employees of
President Riverboat Casino-Missouri, Inc. ratified a three-year collective
bargaining agreement setting out wages, benefits and other terms and
conditions of employment. The labor agreement covers approximately 330 of the
Company's 800 St. Louis employees.
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Item 3. Legal Proceedings.
On January 16, 1997, a case entitled "Whalen v. John E. Connelly, J. Edward
Connelly and Associates, Inc., President Casinos, Inc. and PRC-Iowa, Inc." was
filed in the Iowa District Court for Scott County by Michael L. Whalen
("Whalen"), who is a five percent limited partner in TCG. Whalen filed this
lawsuit after accepting from Della III, Inc., the former general partner,
shares of Common Stock and cash to which he was determined to be entitled
pursuant to a previous judgment. Whalen claimed in this lawsuit that because
he asked for the stock and cash while he was appealing the judgment in a
previous lawsuit and was not given the stock or cash until after the judgment
was affirmed, the named defendants committed the tort of conversion. Whalen
sought as damages the difference in the value of the stock on the date of its
"highest valuation" and the date he accepted the stock in 1996. In November
1998, the Court granted the Company's motion for summary judgment and
dismissed Whalen's claim for conversion. Whalen has appealed the Court's
decision and such appeal is now pending.
In 1994, William H. Poulos filed a class-action lawsuit in the United States
District Court for the Middle District of Florida against over thirty-eight
(38) casino operators, including the Company, and certain suppliers and
distributors of video poker and electronic slot machines. This lawsuit was
followed by several additional lawsuits of the same nature against the same,
as well as additional, defendants, all of which have now been consolidated
into a single class-action pending in the United States District Court for the
District of Nevada. Following a court order dismissing all pending pleadings
and allowing the plaintiffs to re-file a single complaint, a complaint has
been filed containing substantially the same claims, alleging that the
defendants fraudulently marketed and operated casino video poker machines and
electronic slot machines, and asserting common law fraud and deceit, unjust
enrichment and negligent misrepresentation. Various motions were filed by the
defendants seeking to have this new complaint dismissed or otherwise limited.
On December 19, 1997, the Court, in general, ruled on all motions in favor of
the plaintiffs. Discovery as to the appropriateness of the named plaintiffs
as class representatives has commenced. Although the outcome of litigation is
inherently uncertain, management, after consultation with counsel, believes
the action will not have a material adverse effect on the Company's financial
position or results of operations.
On April 11, 1997, an action captioned "American Gaming & Entertainment,
Ltd. v. President Mississippi Charter Corporation and President Riverboat
Casino-Mississippi, Inc." was filed in the Chancery Court of Harrison County,
Mississippi by American Gaming & Entertainment, Ltd. ("AGEL"). AGEL is the
subject of bankruptcy proceedings pending in the United States Bankruptcy
Court for the Southern District of Mississippi, (the "Bankruptcy Court") and
is the owner of the "Biloxi Barge" which is utilized in connection with the
Company's Biloxi operations pursuant to the initial charter agreement between
AGEL and Charter Corp. The action filed by AGEL alleged that PRC-Mississippi
and Charter Corp., a wholly-owned subsidiary of the Company, did not comply
with their respective obligations under the initial charter agreement. The
Company asserted that AGEL breached its obligations under the initial charter
agreement and, in connection therewith, withheld a portion of the charter
payments due to AGEL under the initial charter agreement. In October of 1998,
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<PAGE> 19
this action was dismissed with prejudice pursuant to a settlement agreed upon
by the parties. Pursuant to the settlement, the Company made payments
totaling $3.9 million, representing back rent of $0.2 million per month from
December 1997 through October 1998, and a lump sum payment of $1.5 million.
Charter Corp. has taken the position that AGEL agreed to grant Charter Corp.
an extension of the charter of the vessel beyond its current expiration date
of April 15, 2000. Charter Corp. and AGEL have submitted the terms of such
extension to arbitration, which is currently proceeding. Charter Corp. and
AGEL are currently discussing a satisfactory resolution of this matter.
However, there can be no assurance that the parties will be able to resolve
this matter satisfactorily. The failure of Charter Corp. to secure an
acceptable extension of the charter agreement pursuant to an agreement with
AGEL or pursuant to the pending arbitration proceeding would result in the
loss of the use of the "Biloxi Barge" in connection with the Company's
Mississippi operations. In the event that the Company is unable to obtain an
appropriate alternative vessel, such loss of the use of the "Biloxi Barge"
would result in a material adverse affect on the future results of operations
of the Company.
Pursuant to its existing charter agreement for the "Biloxi Barge," Charter
Corp. has a "right of first refusal" to acquire the "Biloxi Barge" should the
owner decide to sell the vessel. The right of first refusal is exercisable on
the same financial terms contained in any offer received by the owner for
purchase of the vessel. In a motion by Charter Corp. pending in the
bankruptcy court to enforce its right of first refusal, AGEL has objected to
the enforcement of the right of first refusal and has asked the court to treat
Charter Corp. as any other third-party bidder in any future auction or sale of
the "Biloxi Barge." There can be no assurance that Charter Corp.'s motion
will be ruled upon favorably by the bankruptcy court.
In addition, in the above proceeding, an action captioned "International
Game Technology v. President Casinos, Inc., President Mississippi Charter
Corporation, President Riverboat Casino-Mississippi, Inc. and President
Riverboat Casinos, Inc." was filed in the Circuit Court of Harrison County,
Mississippi, Second Judicial District, by International Game Technology
("IGT"). The action was removed to the United States District Court, Southern
District of Mississippi, Biloxi Division, on March 11, 1998, and was
subsequently referred to the United States Bankruptcy Court for the Southern
District of Mississippi where it is captioned "In re AmGam Associates, a
Mississippi General Partnership, Chapter 11 Reorganization Case No.
95-07864-SEG, Adversary Proceeding 98-05095." This action alleges that
certain subsidiaries of the Company assumed certain obligations of the owner
of the "Biloxi Barge" to IGT with respect to certain slot machines. IGT prays
for damages of $3.3 million, plus late fees and attorneys' fees under the
terms of what is alleged to be the assumption agreement. The Company
vigorously denies that it or any subsidiary has assumed any obligations to
IGT, and the Company has filed a Motion to Dismiss or in the alternative for
Summary Judgment on this action on the basis that IGT's claim is time-barred
and subject to the principles of res judicata. At this time, however, the
outcome of this litigation cannot be determined.
A shareholder derivative suit captioned Mizel v. John E. Connelly et. al. was
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filed on September 11, 1998, in the Court of Chancery of the State of Delaware
alleging that the Board of Directors of the Company failed to exercise
informed business judgment and wasted corporate assets in connection with the
July 1997 acquisition by the Company of certain real estate and improvements
in Biloxi, Mississippi, including the Broadwater Resort and Broadwater Towers
and a related golf course, from an entity wholly-owned by Mr. Connelly,
Chairman of the Board and Chief Executive Officer of the Company. The suit
requests rescission of the transaction, a constructive trust upon all benefits
received by Mr. Connelly in the transaction, the award of damages to the
Company and attorneys fees and costs. The case is in the preliminary stages.
The Company has filed a motion to dismiss this action for failure by the
plaintiff to make a demand for relief upon the Board of Directors. Based on
management's evaluation of the lawsuit, the Company believes that it has
meritorious defenses to the allegations set forth in the suit, and intends to
defend this action vigorously. The suit is covered under the Company's
directors and officers insurance policy. Because this is a derivative action,
the result of a successful judgment would be a reimbursement to the Company
from the Directors on account of their alleged breaches of their duty to
exercise an informed business judgment and because of their waste of corporate
assets. Because the Company believes the Directors have meritorious defenses
to the allegations, it does not anticipate any material recovery in the
action.
The Environmental Protection Agency ("EPA") and the U.S. Attorney's Office
for the Eastern District of Missouri conducted a federal criminal
investigation with respect to compliance by President Missouri with federal
environmental laws in connection with the operation of the "Admiral" in St.
Louis. In July 1998, the Company entered a guilty plea of violating the
Rivers and Harbors Act of 1899, by discharging pollutants into the Mississippi
River without a permit during fiscal year 1996. The Company was assessed a
$0.2 million fine, of which $0.1 million was permanently stayed as a result of
capital improvements and training so as to prevent any future reoccurrence of
this nature. The Company was also assessed $0.2 million in restitution to the
Missouri Highway Patrol. All assessed amounts had been fully accrued during
fiscal year 1996. The Company is not aware of any other potential fines
related to Environmental Regulations violations pending.
The Company serves alcoholic beverages at its gaming facilities and has from
time to time been the subject of claims related thereto. Although the Company
believes it maintains adequate insurance to cover these types of claims, it is
often difficult to predict the outcome of such litigation and the amount of
damages which may be awarded in these types of cases. The Company does not
believe that the outcome of any pending litigation related to the Company's
serving of alcoholic beverages will have a material adverse effect on its
financial position or results of operations.
The Company is also from time to time party to litigation, which may or may
not be covered by insurance, arising in the ordinary course of its business.
Based on the advice of legal counsel, the Company does not believe that the
outcome of such litigation will have a material adverse effect on the Company.
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Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 1999.
Item A.
Executive Officers of the Company.
The executive officers of the Company, together with their respective ages
and positions with the Company, are set forth below.
Name Age Positions with the Company
---- --- --------------------------
John E. Connelly 73 Chairman of the Board and Chief
Executive Officer
John S. Aylsworth 48 President, Chief Operating
Officer and Director
Terrence L. Wirginis 47 Vice Chairman of the Board,
Vice President-Marine and
Development and Director
James A. Zweifel 53 Executive Vice President and
Chief Financial Officer
- ----------------
Mr. Connelly has served as Chairman and a director of the Company and its
predecessors since their inception. Mr. Connelly has also served as Chief
Executive Officer of the Company from its inception until March 1995 and since
July 1995. Mr. Connelly served as President from July 1995 until July 1997.
Entities controlled by Mr. Connelly have owned and operated the Gateway
Clipper Fleet in Pittsburgh from its inception in 1958 through 1996, the
Station Square Sheraton Hotel in Pittsburgh from 1981 to 1998 and the
Broadwater Beach Resort from 1992 until such time as the purchase of the
property by a limited liability company in which the Company and Mr. Connelly
have interests. In 1984, Mr. Connelly founded World Yacht Enterprises, a
fleet of dinner cruise, sightseeing and excursion boats in New York City. In
1985, he started Gateway Riverboat Cruises in St. Louis, a predecessor to the
Company. Mr. Connelly is also the founder, owner and Chief Executive Officer
of J. Edward Connelly Associates, Inc., a marketing firm based in Pittsburgh,
Pennsylvania.
Mr. Aylsworth has been President and Chief Operating Officer since July
1997, Executive Vice President and Chief Operating Officer of the Company from
March 1995 until July 1997 and a director of the Company since July 1995.
Prior to joining the Company, Mr. Aylsworth served as an executive officer for
Davis Companies, located in Los Angeles, California. From January 1992
through October 1994, Mr. Aylsworth was Chief Executive Officer of The Sports
Club Company, a company which operates premier health and fitness facilities
in Los Angeles and Irvine, California. From February 1989 through December
1991, Mr. Aylsworth was Chief Financial Officer of SpectreVision Co., a
Dallas, Texas based supplier of in-room entertainment and interactive
information systems in the hotel industry.
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Mr. Wirginis has served as Vice Chairman of the Board since July 1997. Mr.
Wirginis has served as Vice President, Marine and Development since August
1995 and as a director since the Company's inception. Mr. Wirginis provided
consulting services to the Company with respect to the Company's marine
operations and the development and improvement of the Company's facilities
since its inception until August 1995. The Company has been advised that Mr.
Wirginis devotes an insubstantial amount of his time to Gateway Clipper Fleet,
a company in which he has an ownership interest. Mr. Wirginis is the grandson
of Mr. Connelly.
Mr. Zweifel has been Executive Vice President and Chief Financial Officer of
the Company since July 1997. Mr. Zweifel served as Vice President and Chief
Financial Officer from November 1995 until July 1997. Prior to joining the
Company, Mr. Zweifel was Executive Director of FANS, Inc., the organization
formed to bring the Los Angeles Rams to St. Louis. From July 1992 to November
1994, Mr. Zweifel was Vice President and Controller of Clark Refining and
Marketing. From July 1988 to July 1992, Mr. Zweifel was Vice President, Chief
Financial Officer and Secretary for Engineered Support Systems, a manufacturer
of ground support systems.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The Company's Common Stock was delisted from the Nasdaq National Market
effective the close of business November 19, 1998, because the Company no
longer met the requirements of net tangible assets of $4.0 million. The stock
continues to trade on the OTC Bulletin Board under the symbol "PREZ". Prior to
being delisted, the Company's stock had been traded on the Nasdaq National
Market since December 11, 1992. Prior thereto, there was no established
public trading market for the Common Stock. The following table sets forth,
for the fiscal quarters indicated, the high and low sale prices for the Common
Stock, as reported by the Nasdaq National Market or the OTC Bulletin Board:
High Low
------ -----
Fiscal 1999
First Quarter................ $ 3.6250 $ 1.7812
Second Quarter............... $ 3.3125 $ 1.5000
Third Quarter................ $ 1.7188 $ 0.3125
Fourth Quarter............... $ 3.7500 $ 0.5000
Fiscal 1998
First Quarter................ $ 4.8750 $ 3.0000
Second Quarter............... $ 5.6250 $ 2.0625
Third Quarter................ $ 7.0000 $ 2.8125
Fourth Quarter............... $ 4.7500 $ 2.8750
On May 27, 1999, there were approximately 1,559 holders of record of the
Company's Common Stock.
The Company has never paid any dividends on its Common Stock. The Company
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anticipates that for the foreseeable future all earnings, if any, will be
retained for the operation and expansion of its business. Accordingly, the
Company does not anticipate paying any cash dividends in the foreseeable
future. The payment of dividends by the Company is restricted under the terms
of the indenture governing the Company's Senior Exchange Notes due 2001. See
"Management's Discussion and Analysis of Financial Position and Results of
Operations-Liquidity and Capital Resources."
Item 6. Selected Consolidated Financial Data.
The following selected financial data of the Company is qualified by
reference to and should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere herein. The selected
consolidated statement of operations and balance sheet data are derived from
the Company's consolidated financial statements certain of which are included
elsewhere herein.
<TABLE>
<CAPTION>
Years Ended February 28/29, (1)
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(in thousands, except share data)
<S> <C> <C> <C> <C> <C>
Consolidated Statement of Operations Data:
Total operating revenues.................. $205,512 $187,535 $187,027 $192,685 $160,350
Operating income (loss)................... $ 5,857 $ 2,827 $ 3,784 $(21,471) $(13,224)
Income (loss) before extraordinary item
and cumulative effect of a change
in accounting principle (2)............. $(14,892) $(15,037) $ (8,785) $(58,150) $(16,179)
Net income (loss)......................... $(14,892) $(15,037) $ (8,785) $(58,150) $(20,232)
Basic and dilutive loss per share......... $ (2.96) $ (2.99) $ (1.74) $(11.55) $ (4.02)
Consolidated Balance Sheet Data:
Total assets.............................. $172,858 $187,256 $155,904 $168,024 $234,275
Long-term liabilities..................... $139,379 $135,084 $104,862 $105,082 $112,917
Stockholders' equity (deficit)............ $ (6,208) $ 8,684 $ 23,721 $ 32,506 $ 90,656
</TABLE>
(1) Gaming operations commenced in Davenport, Iowa on April 1, 1991, in
Biloxi, Mississippi on August 13, 1992, in Tunica, Mississippi on December
6, 1993 and in St. Louis, Missouri on May 27, 1994. On July 8, 1994, the
Company's Tunica, Mississippi operations were terminated.
Hotel operations commenced in Davenport, Iowa on October 30, 1990 and in
Biloxi, Mississippi on July 27, 1997.
(2) During fiscal year 1995, the Company realized a $4,053 extraordinary loss
on the exchange of subordinated notes. During fiscal year 1994, the
Company recognized the cumulative effect of changing to a different method
of accounting for income taxes of $602.
22<PAGE> 24
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion, which covers fiscal years 1997 through 1999,
should be read in conjunction with the consolidated financial statements of
the Company and the separate financial statements of The Connelly Group, L.P.
and PRC Holdings Corporation and the notes thereto included elsewhere in the
report.
Overview
The Company's operating results are affected by a number of factors,
including competitive pressures, changes in regulations governing the
Company's activities, the results of pursuing various development
opportunities and general weather conditions. Consequently, the Company's
operating results may fluctuate from period to period and the results for any
period may not be indicative of results for future periods. The Company's
operations are not significantly effected by seasonality.
--Competition
Intensified competition for patrons continues to occur at each of the
Company's properties.
Since gaming began in Biloxi in August 1992, there has been steadily
increasing competition along the Mississippi Gulf Coast, and in nearby New
Orleans and elsewhere in Louisiana and Mississippi. Several large
hotel/casino complexes have been built in recent years with the largest single
resort in the area opening in March 1999. There are currently twelve casinos
operating on the Mississippi Gulf Coast. See "Potential Growth Opportunities"
regarding a master plan for a destination resort the Company is developing in
Biloxi, Mississippi.
Within a 45-mile radius of the Quad Cities, the Company's Davenport
operation competes with three other casino operations. Expansion and
increased marketing by these competitors continues to escalate, resulting in
increased promotional and marketing costs for the Company's Davenport
operation.
Competition is intense in the St. Louis market area. There are presently
five other casino companies operating eight casinos in the market area. Two
of these are Illinois casino companies operating single casino vessels on the
Mississippi River, one directly across the Mississippi from the "Admiral" and
the second 20 miles upriver. There are three Missouri casino companies, each
of which operates two casino vessels approximately 20 miles west of St. Louis
on the Missouri River, one in the City of St. Charles, Missouri and two in
Maryland Heights, Missouri. The two in Maryland Heights opened in March 1997.
--Regulatory Matters
Differences in gaming regulations in the St. Louis market between Illinois
and Missouri operators give competitive advantages/disadvantages to the
various operators. While Missouri regulations do not require the vessels to
23
<PAGE> 25
actually cruise, simulated cruising requirements are imposed which restrict
entry to a vessel to a 45-minute period every two hours. Those competitors
having two casino vessels can alternate hourly boarding times and provide
virtually continuous boarding for their guests. Thus, they have a distinct
competitive advantage over the Company, which has only one vessel, the
"Admiral." Illinois casino vessels are required to cruise, thereby limiting
ingress and egress to their casinos. Other Missouri regulations limit the
loss per cruise per passenger by limiting the amount of chips or tokens a
guest may purchase during each two-hour gaming session to $500. The lack of a
statutory loss limit on Illinois casinos allows them to attract higher stake
gamblers; additionally, their guests are not burdened with the administrative
requirements related to the loss limits. Any easing of the loss limits or the
boarding requirements in Missouri would have a positive impact on the
Company's St. Louis market, while any easing of the cruising requirements in
Illinois would have a negative impact on the Company's St. Louis market.
In Iowa, an excursion gambling boat must operate at least one excursion each
day for 100 days during the excursion season from April 1 through October 31.
Excursions must last a minimum of two hours. While an excursion gaming boat
is docked, passengers may embark or disembark at any time. As stated above,
Illinois boats are required to cruise. Any change in the Illinois legislation
related to these requirements could have a negative impact on the competitive
environment in the Davenport market.
On May 25, 1999, the Illinois legislature sent to the Governor a bill to
eliminate boarding and cruising restrictions.
On May 27, 1999, the Missouri Gaming Commission announced its plan to
abolish boarding restrictions by the Fall of 1999.
The Company temporarily removed its casino vessel, the "President," from
service in Davenport (from November 12, 1995 to April 3, 1996) for its Coast
Guard mandated five-year hull inspection and to make certain improvements to
the facility. During such period, the Company temporarily replaced the
"President" with a smaller vessel, "President Casino-Mississippi," thereby
reducing Davenport's gaming square footage from approximately 37,000 square
feet to 21,000 square feet. The Company's next hull inspection must take
place before March 2001.
--Weather Conditions
The Company's operating results are susceptible to the effects of floods and
adverse weather conditions. On various occasions, the Company has temporarily
suspended operations as a result of such adversities. The Davenport casino
operations were temporarily suspended for thirteen days during April 1997, as
a result of flooding on the Mississippi River. Also as a result of flood
conditions, the Company temporarily suspended operations aboard the "Admiral"
in St. Louis for three days in May and eight days in June of 1996. Although
the Company was not forced to suspend its St. Louis operations during fiscal
years 1999 and 1998 from adverse weather conditions, high waters caused
reduced parking and a general public perception of diminished access to the
casino which combined to negatively impact revenue during the period.
Additionally, the Company suspended its Biloxi casino operations from
24
<PAGE> 26
September 25, 1998 until October 1, 1998 due to Hurricane Georges.
St. Louis Barge Accident
On April 4, 1998, the "Admiral" was struck by runaway river barges which
resulted in the severing of several of the vessel's mooring lines and boarding
ramps. Although the boarding ramps were lost and significant costs were
incurred returning the "Admiral" to its mooring site, the vessel sustained no
hull or structural damage and minimal damage to its bow apron. There were no
reports of serious injuries to the approximate 2,300 guests and employees
aboard. The "Admiral" was closed to the public for 26 days, reopening on
April 30, 1998. The Company maintains adequate property, liability and
business interruption insurance which minimized the financial impact of the
accident. The deductible that applied against these policies was $1.1
million. The Company is pursuing the owners of the towboat that were involved
in the accident to recover any uninsured losses.
--Potential Growth Opportunities
Biloxi, Mississippi
On July 24, 1997, the Company, through a newly created subsidiary, President
Broadwater Hotel, LLC ("PBLLC"), purchased for $40.5 million certain real
estate and improvements located on the Gulf Coast in Biloxi, Mississippi from
an entity which was wholly-owned by John E. Connelly, Chairman, Chief
Executive Officer and principal stockholder of the Company. The property
comprises approximately 260 acres and includes two hotels, a 138-slip marina
and the adjacent 18-hole Sun Golf Course (collectively, the "Broadwater
Property"). The marina is currently the site of the Company's casino
operations in Biloxi and was formerly leased by the Company under a long-term
lease agreement. The Company invested $5.0 million in PBLLC. PBLLC financed
the purchase with $30.0 million of outside financing and issued a $10.0
million membership interest to the seller. Such financing is non-recourse to
the Company.
In conjunction with the purchase of the Broadwater Property, PBLLC borrowed
the sum of $30.0 million from a third party lender, evidenced by a non-
recourse promissory note (the "Indebtedness"). Except as set forth in the
promissory note and related security documents, PBLLC's obligations under the
Indebtedness are nonrecourse and are secured by the Broadwater Property, its
improvements and leases thereon. The Indebtedness bears interest at a
variable rate per annum equal to the greater of (i) 8.75%, or (ii) 4% plus the
LIBOR 30-day rate.
PBLLC is obligated under the Indebtedness to make monthly payments of
interest accruing under the Indebtedness, and to repay the Indebtedness in
full on July 22, 2000. In addition, PBLLC is obligated to pay to the lender a
loan fee in the amount of $7.0 million which will be fully earned and
nonrefundable when the Indebtedness is repaid. As of February 28, 1999, the
accrued loan fee of $3.6 million is included in the Company's long-term
liabilities.
The Company is currently developing a master plan for this real estate. It
25
<PAGE> 27
is anticipated that the master plan will include the development of a full-
scale luxury destination resort offering an array of entertainment attractions
in addition to gaming and would include the demolition of the existing hotels.
Management believes that with its beachfront location and contiguous golf
course, the Broadwater Property is the best site for such a development in the
rapidly growing Gulf Coast market.
In January 1999, the Company received the approval of the Mississippi
Department of Marine Resources ("DMR") for development of the full-scale
destination resort. This is the first of three permit approvals required of
the Joint Permit Application submitted in August 1998 to the DMR, the U.S.
Army Corps of Engineers and the Mississippi Department of Environment Quality.
The Company is currently performing environmental impact studies.
In March 1999, to facilitate its proposed master plan development, the
Company entered into contracts with the State of Mississippi and the owners of
Deer Island to purchase for $15.0 million and convey title to the island to
the State of Mississippi. Deer Island encompasses approximately 500 acres and
is located just offshore of Biloxi, Mississippi. It is primarily a wilderness
which the state would preserve for use by the people of Mississippi. This
transaction completes another essential step towards securing the necessary
agreements and approvals from the State of Mississippi for the Company's
"Destination Broadwater" resort development -- a full-scale luxury destination
resort President plans to develop in Biloxi, Mississippi. The purchase and
conveyance of the title are contingent on the occurrence of various events,
including the issuance to the Company of all required federal, state, and
local permits and the issuance by the State of Mississippi of the tidelands
and fast lands leases and casino license necessary for development of
Destination Broadwater.
Philadelphia, Pennsylvania
In December 1993, the Company entered into a lease/purchase option agreement
covering an 18-acre river front site and a city-owned pier located immediately
contiguous to this property in Philadelphia, Pennsylvania. This option
agreement expired December 31, 1996. In fiscal year 1996, the Company wrote-
off its $11.0 million investment in this option due to the uncertainty as to
the timely passage of Pennsylvania riverboat gaming legislation prior to the
expiration of the option.
In May 1996, the Company entered into a separate agreement to secure
additional lease rights with respect to the same property. As part of the
agreement, the Company paid $2.0 million to secure the right to purchase
additional options for five separate periods extending from January 1, 1997
through December 31, 1999.
In December 1996, the parties modified and the Company exercised a new
option agreement to secure the above Pennsylvania lease rights for the period
January 1, 1997 through December 31, 1997. Pursuant to the modified option
agreement, the Company remitted $1.2 million. During the option period and
the lease period, the Company was obligated to pay all maintenance costs,
taxes and insurance with respect to the property.
26
<PAGE> 28
In September 1997, the parties further modified the lease and the option
agreements for its lease rights in Philadelphia. Pursuant to the second
modification of the lease agreement, the Company remitted $1.2 million for the
second preliminary term extension for the period from January 1, 1998 through
September 30, 1998. This term extension was extended through December 31,
1998 on a month to month basis for $0.1 million per month beginning in October
1998. The Company also extended its right to secure additional option periods
through December 31, 2000. The remaining terms and conditions of the
agreements were substantially unchanged.
In October 1998, the parties further modified the Philadelphia lease and the
option agreements. Pursuant to the terms of the third modification, the
Company extended its option through September 30, 1999, on a quarter-to-
quarter basis for $0.4 million per quarter beginning October 1998. The Company
remitted $0.4 million for each of the quarters ended December 31, 1998 and
March 31, 1999. The Company also obtained the right to secure additional
option periods through December 31, 2001.
On February 9, 1999, the Pennsylvania House of Representatives approved a
bill allowing riverboat casinos to be included in a non-binding statewide
gambling referendum on May 18, 1999. On March 8, 1999, the state Senate voted
28-21 that the non-binding referendum would not be submitted to the voters.
Based on the Company's analysis of the likelihood of timely passage of
Pennsylvania gaming legislation, the Company wrote off the remainder of its
investment in Philadelphia of $1.1 million and notified the lessors of
management's intent not to renew the options under the then current terms.
The Company is currently in negotiations with the lessor with respect to a new
lease option agreement with substantially revised terms.
New York, New York
The Company pursued a gaming license for a "cruise-to-nowhere" operation in
New York City utilizing "President Casino New Yorker." In January 1998, the
Company submitted a gaming application to the New York City Gambling
Commission and in April 1998 received notification that the Commission was not
prepared to issue a provisional license which would have allowed the Company
to start operations. The Company incurred $2.6 million in costs pursuing a
New York City license during fiscal year 1999.
Results of Operations
The results of operations for fiscal years 1999, 1998 and 1997 include the
gaming results for Davenport, Iowa, Biloxi, Mississippi and St. Louis,
Missouri, and of much lesser significance, the non-gaming operations for
Davenport (the Blackhawk Hotel) and St. Louis (Gateway Riverboat Cruises).
Beginning in July 1997, the results of operations in Biloxi include the
results of the Broadwater Property.
27<PAGE> 29
The following table highlights the results of the Company's operations.
Twelve Months Ended
February 28,
1999 1998 1997
------ ------ ------
(in millions)
Davenport, Iowa Operations
Operating revenues $ 78.9 $ 73.5 $ 68.5
Operating income $ 11.6 $ 9.6 $ 9.4
Biloxi, Mississippi Operations
Operating revenues $ 59.6 $ 44.6 $ 43.8
Operating income (loss) $ 5.1 $ (2.3) $ (2.9)
St. Louis, Missouri Operations
Operating revenues $ 63.9 $ 67.9 $ 70.8
Operating income $ 0.6 $ 2.7 $ 1.9
Corporate Leasing Operations
Operating revenues $ 3.0 $ 1.5 $ 3.9
Operating income (loss) $ 0.3 $ (0.5) 1.2
Corporate Administrative
and Development
Operating loss $ (11.7) $ (6.7) $ (5.8)
The following table highlights certain supplemental measures of the
Company's financial performance.
Twelve Months Ended
February 28,
1999 1998 1997
------ ------ ------
(numbers in millions)
Davenport, Iowa Operations
EBITDA $ 16.3 $ 14.2 $ 13.6
EBITDA margin 20.7% 19.3% 19.9%
Biloxi, Mississippi Operations
EBITDA $ 7.9 $ 0.6 $ 0.0
EBITDA margin 13.3% 1.3 % N/A
St. Louis, Missouri Operations
EBITDA $ 5.9 $ 7.9 $ 7.0
EBITDA margin 9.2% 11.6% 9.9%
Corporate Leasing Operations
EBITDA $ 1.8 $ 1.1 $ 4.4
EBITDA margin 60.0% 73.3% N/A
Corporate Administrative
and Development
EBITDA $ (11.7) $ (6.7) $ (5.8)
28
<PAGE> 30
"EBITDA" consists of earnings from operations before interest, income taxes,
depreciation and amortization. For the purposes of this presentation, EBITDA
margin is calculated as EBITDA divided by operating revenue.
EBITDA and EBITDA margin are not determined in accordance with generally
accepted accounting principles. Since not all companies calculate these
measures in the same manner, the Company's EBITDA measures may not be
comparable to similarly titled measures reported by other companies.
EBITDA should not be construed as an alternative to operating income as an
indicator of the Company's operating performance, or as an alternative to cash
flows from operational activities as a measure of liquidity. The Company has
presented EBITDA solely as a supplemental disclosure to facilitate a more
complete analysis of the Company's financial performance. The Company
believes that this disclosure enhances the understanding of the financial
performance of a company with substantial interest, depreciation and
amortization.
Fiscal 1999 Compared to Fiscal 1998
Operating revenues. The Company generated consolidated operating revenues
of $205.5 million during fiscal 1999 compared to $187.5 million during fiscal
1998, an increase of $18.0 million or 9.6%. While the Davenport and Biloxi
operations experienced increases in revenue of $5.4 million and $15.0 million,
respectively, the St. Louis operations experienced a decrease in operating
revenues of $4.0 million. Additionally, the corporate leasing operation
experienced a $1.5 million increase in charter revenues as a result of having
negotiated a new charter agreement with a third party during fiscal 1999.
Gaming revenues from the Company's Davenport operations were positively
affected by an increase in the overall gaming market in Davenport during
fiscal 1999, compared to fiscal 1998 and by the lack of any suspension of
operations during the period for flood conditions which caused the temporary
suspension of operations for thirteen days during fiscal 1998. In Biloxi, an
increase in both overall market and the casino's percent of market share has
contributed to the increase in the gaming revenues. Gaming revenues from the
Company's St. Louis operations were negatively impacted by the barge accident
in April of fiscal 1999 which caused the casino to be closed for 26 days, and
contributed in loss of market share thereafter.
The Company's revenues from food and beverage, hotel, retail and other (net
of promotional allowances) were $28.6 million during fiscal 1999, compared to
$18.1 million during fiscal 1998, an increase of $10.5 million or 58.0%. The
increase was largely attributable to (i) the Broadwater Property that
contributed $9.4 million in fiscal 1999 compared to $5.1 million in fiscal
1998, which was the result of the timing of its acquisition in July 1997; (ii)
an increase in insurance proceeds to $4.2 million in fiscal 1999 compared to
$0.5 million in fiscal 1998 primarily related to the suspension of operations
in St. Louis; and (iii) an increase of $1.5 million in charter revenues as a
result of having negotiated a new charter agreement with a third party during
fiscal 1999.
Operating costs and expenses. The Company's consolidated gaming and gaming
29
<PAGE> 31
cruise operating costs and expenses were $103.3 million during fiscal 1999,
compared to $99.8 million during fiscal 1998, an increase of $3.5 million or
3.5%. The increase in gaming costs was primarily attributable to the increase
in gaming revenues of $7.4 million and those costs directly affected by the
increased revenue levels, such as gaming and boarding taxes. As a percentage
of gaming revenues, gaming and gaming cruise costs decreased to 58.4% in
fiscal 1999 from 58.9% during fiscal 1998.
The Company's consolidated selling, general and administrative expenses were
$54.6 million during fiscal 1999, compared to $50.4 million during fiscal
1998, an increase of $4.2 million or 8.3%. As a percentage of consolidated
revenues, selling, general and administrative expenses decreased to 26.6%
during fiscal 1999, from 26.9% during fiscal 1998. The increase in selling,
general and administrative expenses is primarily related to (i) the timing of
the acquisition of the Broadwater Property in July 1997, which contributed to
a net $0.8 million of the increase; (ii) $0.7 million St. Louis property tax
refund recognized in fiscal 1998 which related to prior years; (iii) the
accrual of $0.6 million for a lawsuit in St. Louis related to a guest injury
in fiscal 1999; (iv) $0.4 million increase as the result of taking possession
of "President Casino New Yorker" from a former charterer and preparing the
vessel for re-charter; (v) $2.7 million for repairs of the "Admiral" as a
result of the barge accident; and (vi) a general increase in selling, general
and administrative expenses as a result of an increase in operating revenues.
Such increases were partially offset by a $1.0 million savings in Biloxi
largely as a result of re-negotiating in fiscal 1998 the barge lease used in
the Biloxi operations.
Depreciation and amortization expenses were $14.4 million during both fiscal
1999 and 1998. The Company recognized no impairment of long-lived assets
during fiscal 1999, compared to $0.4 million during fiscal 1998. The fiscal
1998 write-offs were primarily related to obsolete equipment.
During fiscal 1999, the Company incurred development costs of $6.9 million,
of which $3.8 million was related to growth opportunities in Philadelphia,
Pennsylvania and $2.6 million related to New York City. In March 1999, the
Pennsylvania legislature voted not to hold a referendum on gaming. As a
result, the Company expensed all of its investment in the Philadelphia
property as of the end of fiscal 1999. Also during 1999, the Company was
unsuccessful in obtaining a gaming license to operate a cruise-to-nowhere
casino from New York City. During fiscal 1998, the Company incurred
development costs of $2.7 million, of which $2.0 million related to the
Philadelphia project.
Operating income. As a result of the foregoing items, the Company had
operating income of $5.9 million during fiscal 1999, compared to operating
income of $2.8 million during fiscal 1998. The improvement in both
Davenport's and Biloxi's operating incomes were the result of improved
revenues. The decrease in St. Louis's operating income is primarily the
result of the barge accident that resulted in suspended operations.
Interest expense, net. The Company incurred net interest expense of $19.3
million during fiscal 1999, compared to $17.0 million during fiscal 1998, an
increase of $2.3 million or 13.5%. The increase was primarily attributable to
30
<PAGE> 32
an additional $30.0 million of debt incurred by the Company in conjunction
with the purchase of the Broadwater Property in July 1997.
Income taxes. During fiscal years 1999 and 1998, given the level of
operations and competition and the overall uncertainty as to the Company's
ability to return to profitability, the Company did not recognize a tax
benefit generated from operating losses.
Minority interest expense. The Company incurred $1.5 million in minority
interest expense for fiscal 1999, compared to $0.9 million for fiscal 1998.
The increase is attributable to the acquisition of the Broadwater Property in
late July 1997 and the satisfaction of the preferred capital interest at the
Company's Davenport operations.
Net loss. The Company incurred a net loss of $14.9 million during fiscal
1999, compared to a net loss of $15.0 million during fiscal 1998.
Fiscal 1998 Compared to Fiscal 1997
Operating revenues. The Company generated consolidated operating revenues
of $187.5 million during fiscal 1998 compared to $187.0 million during the
fiscal 1997, an increase of $0.5 million or 0.3%. While the Davenport and
Biloxi operations experienced increases in revenues of $5.0 million and $0.8
million, respectively, the St. Louis operations experienced a decrease of $2.9
million. Additionally, a the corporate leasing company experienced a $2.4
million decrease in charter revenue as a result of the sale of two of the
Company's vessels that in the prior year had been under charter.
The Company's Davenport operations had increased gaming revenues of $4.8
million. This increase was primarily the result of an increase in market
share (excluding the period that operations were suspended) for fiscal 1998
compared to fiscal 1997. This was partially offset by flood conditions which
caused the temporary suspension of operations for thirteen days during April
1997. During fiscal 1997, the Davenport operations were negatively affected
by construction which adversely affected parking and ingress to the casino
(which construction was substantially completed in fiscal 1997) and by the
substitution of a smaller vessel for one month of the first quarter. Biloxi
and St. Louis operations had decreases in gaming revenue of $3.4 million and
$2.7 million, respectively, which offset the Davenport increase. The decreases
in both locations were the result of increased competition.
The Company's revenues from food and beverage, hotel, retail and other (net
of promotional allowances) were $18.1 million during fiscal 1998, compared to
$16.1 million during fiscal 1997, an increase of $2.0 million or 12.4%. The
increase was largely attributable to $5.1 million in revenue contributed by
the Broadwater Property, which was acquired in July 1997, and $0.5 million of
business interruption insurance proceeds related to the temporary suspension
of operations in St. Louis during the prior year that was recognized in fiscal
1998. Such increase was partially offset by a $2.4 million dollar decrease in
charter revenues as a result of the sale of the two vessels discussed above.
Operating costs and expenses. The Company's consolidated gaming and gaming
cruise operating costs and expenses were $99.8 million during fiscal 1998,
31
<PAGE> 33
compared to $100.8 million during fiscal 1997, a decrease of $1.0 million or
1.0%. This decrease in gaming costs was primarily attributable to operating
efficiencies and those costs directly affected by the reduced revenue levels,
such as gaming and boarding taxes. As a percentage of gaming revenues, gaming
and gaming cruise costs remained at 59.0%
The Company's consolidated selling, general and administrative expenses were
$50.4 million during fiscal 1998, compared to $51.0 million during fiscal
1997, a decrease of $0.6 million or 1.2%. As a percentage of consolidated
revenues, selling, general and administrative expenses decreased to 26.9%
during fiscal 1998, from 27.3% during fiscal 1997. The decrease was primarily
attributable to the reduction of the property tax assessment for the St. Louis
property. Accordingly, the Company realized savings of $0.5 million for
fiscal 1998 and received a refund in fiscal 1998 of $0.7 million related to
the prior year's taxes. The addition of the costs from the newly acquired
Broadwater Property was partially offset by the elimination of the marina
lease costs.
During fiscal 1998, the Company recognized a net gain on the sale and
disposal of assets of $0.7 million. This gain was primarily related to the
sale of unused vessels by the corporate leasing operations. During fiscal
1997, the Company recognized a net gain on the sale and disposal of assets of
$1.5 million. This gain was primarily related to the exercise of a purchase
option by the charterer of one of the Company's casino vessels.
Depreciation and amortization expenses were $14.4 million during fiscal
1998, compared to $15.3 million during fiscal 1997, a decrease of $0.9 million
or 5.9%. The decrease was primarily attributable to the sale of two vessels
in the prior year.
The Company recognized an impairment of long-lived assets of $0.4 million
during fiscal 1998, compared to $0.7 million during fiscal 1997. The fiscal
1998 write-offs were primarily related to obsolete equipment, while the fiscal
1997 write-offs were primarily related to assets being refurbished for use
with the implementation of a proposed second vessel in St. Louis.
During fiscal 1998, the Company incurred development costs of $2.7 million
primarily related to the Company's lease option in Philadelphia, Pennsylvania
and other potential gaming jurisdictions. During fiscal 1997, the Company
incurred development costs of $1.1 million related primarily to the
Philadelphia project and the proposed implementation of a second vessel in St.
Louis.
Operating income. As a result of the items discussed above, the Company had
operating income of $2.8 million during fiscal 1998, compared to operating
income of $3.8 million during fiscal 1997.
Interest expense, net. The Company incurred net interest expense of $17.0
million during fiscal 1998, compared to $13.7 million during fiscal 1997, an
increase of $3.3 million or 24.1%. The increase was attributable to an
additional $30.0 million of debt incurred by the Company in conjunction with
the purchase of the Broadwater Property in July 1997.
32
<PAGE> 34
Income taxes. During fiscal years 1998 and 1997, given the level of
operations, increased competition and the overall uncertainty as to the
Company's ability to return to profitability, the Company did not recognize
the tax benefit generated from operating losses. The Company did not satisfy
the recognition criteria established under generally accepted accounting
principals. During fiscal 1997, the Company recognized a $1.4 million tax
benefit as the result of a state income tax refund related to the prior year.
Minority interest expense. The Company incurred $0.9 million minority
interest expense for fiscal 1998, compared to $0.2 million for fiscal 1997.
The increase is primarily attributable to the acquisition of the Broadwater
Property in late July 1997.
Net loss. The Company incurred a net loss of $15.0 during fiscal 1998,
compared to a net loss of $8.8 million during fiscal 1997.
Liquidity and Capital Resources
The Company meets its working capital requirements from a combination of
internally generated sources including cash from operations and the sale or
charter of assets no longer utilized in the Company's casino operations.
The Company requires approximately $7.0 million of cash in order to fund
daily operations. As of February 28, 1999, the Company had approximately
$10.4 million in non-restricted cash and short-term investments available in
excess of the approximately $7.0 million required to fund operations. The
Company is heavily dependant on cash generated from operations to continue to
operate as planned in its existing jurisdictions and to make major capital
expenditures. The Company anticipates that its existing available cash and
cash equivalents and its anticipated cash generated from operations will be
sufficient to fund all of its ongoing operations. To the extent cash
generated from operations is less than anticipated, the Company may be
required to curtail certain planned expenditures or seek other sources of
financing. The Company is limited by indentures to which it is a party in its
ability to raise cash through additional financing and there can be no
assurance that the Company would be able to obtain adequate financing on
acceptable terms.
The Company's $3.1 million restricted cash relates to the Broadwater
Property. Pursuant to loan agreements pertinent to the Broadwater Property,
revenues are deposited to lockboxes that are controlled by the lender. Such
revenues include income from the operations of the hotels and golf course and
$2.9 million annually ($1.7 in fiscal 1998, since the date of acquisition) of
proceeds from rental of the Biloxi casino's mooring site. Expenditures from
the lockboxes are limited to the operating expenses, capital improvements and
debt service of the Broadwater Property as defined by such agreements.
The Company generated cash flow from operating activities of $2.4 million
during fiscal 1999, compared to $6.2 million in fiscal 1998.
Investing activities of the Company used $5.4 million of cash during fiscal
1999, compared to the $41.6 million provided by investing activities during
fiscal 1998. During fiscal 1999, $8.2 million was used on expenditures for
33
<PAGE> 35
property and equipment, offset by $2.3 million provided by the maturity of
short-term investments. During fiscal 1998, the Company spent $35.4 million,
primarily on the acquisition of the Broadwater Property, and spent $1.3
million related to certain lease options in Philadelphia, offset by the
receipt of $1.6 million of proceeds primarily from the sale of vessels that
the Company did not intend to use in future operations.
On December 3, 1998, the Company repurchased $25.0 million of its Senior
Exchange Notes for $23.8 million. The repurchased notes were used to satisfy
the $25.0 million principal payment due September 15, 1999 on the Company's
$100.0 million Senior Exchange Notes. The repurchase was funded by the
issuance of $25.0 million of new 12% notes due September 15, 2001 (the
"Secured Notes"). Under the repurchase agreement, the Company incurs a 1%
annual loan fee on the principal balance of $25.0 million until maturity. The
Secured Notes have no mandatory redemption obligation and are secured by
mortgages on the "Admiral" and the "President Casino New Yorker," as well as
subsidiary guarantees.
The indenture governing the Company's Senior Exchange Notes due 2001 (the
"Indenture"), restricts the ability of PCI, TCG and PCI's wholly-owned
subsidiaries which are guarantors of the Senior Exchange Notes (collectively,
the "Guarantors"), among other things, to dispose of or create liens on
certain assets, to make certain investments and to pay dividends. Under the
Indenture, the Guarantors have the ability to seek to borrow additional funds
of $15.0 million and may borrow additional funds for certain uses. The
Indenture also provides that the Guarantors must use cash proceeds from the
sale of certain assets within 180 days to either (i) permanently reduce
certain indebtedness or (ii) contract with an unrelated third party to make
investments or capital expenditures or to acquire long-term tangible assets,
in each case, in gaming and related businesses (provided any such investment
is substantially complete in 270 days). The Company intends to utilize all
such proceeds in accordance with the Indenture. In the event such proceeds
are not so utilized, the Company must make an offer to all holders of Senior
Exchange Notes to repurchase at par value an aggregate principal amount of
Senior Exchange Notes equal to the amount by which such proceeds exceeds $5.0
million. The Company does not believe that the unutilized proceeds will
exceed $5.0 million. Certain provisions of the Indenture do not apply to the
Company's consolidated entities which do not guarantee the Senior Exchange
Notes.
The Company has a $3.4 million outstanding term note payable that is
collateralized by "President Casino-Mississippi" and various equipment with a
net book value of $8.5 million. The Company made $0.4 million of principal
payments during both fiscal 1999 and 1998 on said term note. The note contains
a covenant whereby the Company must maintain a minimum net worth of $40.0
million. Although the Company's net worth is currently below $40.0 million,
the Company received a waiver of the covenant through April 30, 2000. Since
the fair market value of the vessel is in excess of the outstanding note
balance, management believes that the Company will be able to either
renegotiate the terms, pay down a portion of the note or refinance the loan at
such time as the waiver terminates.
TCG, the Company's 95%-owned partnership, maintains a line of credit
34
<PAGE> 36
provided by Firstar Bank, N.A., collateralized by a first mortgage on the M/V
"President" and first mortgages on the Blackhawk Hotel with net book values as
of February 28, 1999, of $6.9 million and $4.0 million, respectively, and
various personal property. During March 1997, the line of credit was
increased to $4.5 million, of which $2.2 million is available as of February
28, 1999. The line of credit reduces by $0.9 million each March 31 and
terminates in March fiscal 2001. The line of credit is available exclusively
to TCG. Distributions from TCG to its general partner are limited by its
partnership agreement.
In the event the Company identifies a potential growth opportunity, project
financing will be required. Capital investments may include all or some of
the following: acquisition and development of land; acquisition of vessels and
lease options on land and other facilities; and construction of vessels and
other facilities in anticipation of the approval of gaming operations in
potential new jurisdictions. In connection with development activities
relating to potential jurisdictions, the Company also makes expenditures for
professional services which are expensed as incurred. The Company's financing
requirements would depend upon actual development costs, the amounts and
timing of such expenditures, the amount of available cash flow from operations
and the availability of other financing arrangements.
In connection with the Company's proposed "Destination Broadwater"
development plan, to date, the Company has not identified any particular
financing alternatives or sources as the necessary regulatory approvals have
not been obtained. There can be no assurance that the Company will be able to
obtain the regulatory approvals or the requisite financing. Should the
Company fail to raise the required capital, such failure would materially
adversely impact the Company's business strategy.
If the Company identifies other potential growth opportunities, the Company
could pursue a number of alternatives to avail itself of additional capital,
including borrowing additional funds either directly or on a stand-alone
project basis, financing through lease agreements, selling equity securities
and selling assets which are not currently generating revenues. The Company
may also consider strategic combinations or alliances. Although there can be
no assurance that the Company can effectuate any of the financing strategies
discussed above, the Company believes that if it determines to seek any
additional licenses to operate gaming in other potential jurisdictions it will
be able to raise sufficient capital to pursue its strategic plan.
Nasdaq
The Company's Common Stock was delisted from the Nasdaq National Market
effective the close of business November 19, 1998 for failure to meet certain
minimum net tangible asset requirements. The stock continues to trade on the
OTC Bulletin Board. The decision by Nasdaq has not had, nor is anticipated to
have, a material effect on the operations of the Company.
Prospective Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
35
<PAGE> 37
Derivative Instruments and Hedging Activities." The Statement establishes
accounting and reporting standards for derivative instruments including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives) and hedging activities. The Statement requires an
entity to recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
The Statement is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Company is currently evaluating the impact
of this new standard.
Year 2000
Background
In the past, many computer software programs were written using two digits
rather than four to define the applicable year. As a result, information
technology ("IT") such as date-sensitive computer software as well as non-IT
systems, such as equipment containing micro-controllers or other embedded
technology 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.
Risk Factors
Date-sensitive IT and non-IT systems and equipment are utilized throughout
the Company's properties. As such, the Company is exposed to the risk that
Year 2000 problems could disrupt operations at the affected properties and
have a material adverse impact upon the Company's operating results.
The Company is also exposed to the risk of possible failure of IT and non-IT
systems external to the Company's operations. These External Risk Factors
arise from the fact that the Company's operations, like most businesses,
depend upon numerous other private, public, and governmental entities. While
these External Risk Factors are not the Company's responsibility and the
remediation of these factors is beyond the Company's control, the Company is
attempting to monitor these risks and form such contingency plans as the
Company deems necessary. As a result of these External Risk Factors, the
Company may be materially and adversely impacted even if the Company's own IT
and non-IT systems and equipment are Year 2000 compliant. The most
significant of these External Risk Factors are as follows:
*One or more of the Company's suppliers could experience Year 2000 problems
that impact the ability of the suppliers to provide goods and services
required in the operation of the Company's properties. The Company believes
that the impact of such a potential disruption would be limited due to the
availability of alternative suppliers, but the Company cannot be sure that
such a disruption would not have an adverse impact on the Company's
operations.
*One or more of the Company's utility providers (including electric, natural
gas, water, sewer, garbage collection and similar services) could experience
Year 2000 problems that impact the ability of the utility to provide the
36
<PAGE> 38
service. Furthermore, the Company could be adversely impacted if disruption
of utility services occurred in any of the Company's key customer markets, as
this could impact the customary flow of visitors from the affected market.
*The possible disruption of banking services due to Year 2000 problems could
impair the Company's daily banking operations including the deposit of monies
and processing of checks. Furthermore, customer's credit card processing and
access to cash via automated teller machines could also be disrupted.
The Company is not in the position to determine whether the External Risk
Factors will have a material adverse impact on the Company's operating
results. While the Company is developing contingency plans with respect to
identified risk factors, the nature of many External Risk Factors is such that
the Company does not believe a viable alternative would be available.
Consequently, the occurrence of any of the previously listed disruptions
could, depending upon the severity and duration of the disruption, have a
material adverse impact on the Company's operating results.
Approach
The Company has established a task force to coordinate the Company's
response to the Year 2000. This task force reports to the Company's Executive
Vice President and Chief Financial Officer. The Company is implementing a
Year 2000 compliance program at the Company's properties. The program
consists of the following phases:
Phase 1. Compilation of an inventory of IT and non-IT systems that may be
sensitive to the Year 2000 problem.
Phase 2. Identification and prioritization of the critical systems from the
systems inventory compiled in Phase 1 and inquiries of third parties with whom
the Company does significant business (i.e. vendors and suppliers) as to the
state of their Year 2000 readiness.
Phase 3. Analysis of critical systems to determine which systems are not
Year 2000 compliant and evaluation of the costs to repair or replace those
systems.
Phase 4. Repair or replace noncompliant systems and testing of those
systems for which a representation as to Year 2000 compliance has not been
received or for which a representation was received but has not been
confirmed.
Status
Phase 1, 2 and 3 are substantially complete, though the Company has not
received all responses to inquiries of significant third parties as to their
Year 2000 readiness. Phase 4 is ongoing and will continue through August
1999. Based upon the analysis conducted to date, the Company believes all of
the major critical systems at the Company's properties are currently compliant
or will be compliant by mid-1999. The only significant aspect of the
Company's Year 2000 compliance which has been identified to date is the need
to replace older computers and software packages whose systems are not Year
2000 compatible.
37
<PAGE> 39
Costs
The total cost to the Company of making the Company's systems Year 2000
compliant is currently estimated to be approximately $0.3 million. Of that
amount the Company has incurred approximately $0.2 million as of February 28,
1999. The Company is, however, still in the process of identifying non-
compliant systems and the cost of replacing or repairing such systems, so the
actual cost of making the Company's systems Year 2000 compliant may be
materially greater than the amount the Company currently estimates. The
majority of this cost relates to the acquisition of new computer hardware to
replace the systems noted above and the purchase of new software to replace
non-compliant software. These costs will be capitalized and depreciated over
their expected useful life. To the extent existing hardware or software is
replaced, the Company will recognize a loss currently for the underappreciated
balance. This loss is included in the above cost estimate. Furthermore, all
costs related to software modification, as well as all costs associated with
the Company's administration of the Company's Year 2000 project, are being
expensed as incurred and are likewise included in the cost estimated above.
Forward Looking Statements
The statements contained herein include forward-looking statements based on
management's current expectations of the Company's future performance.
Predictions relating to future performance are inherently uncertain and
subject to a number of risks. Consequently, the Company's actual results
could differ materially from the expectations expressed herein. Factors that
could cause the Company's actual results to differ materially from the
expected results include, among other things: the intensely competitive
nature of the riverboat and dockside casino gaming industry; increases in the
number of competitors in the markets in which the Company operates; the
seasonality of the riverboat and dockside casino gaming industry in certain
markets in which the Company operates; the susceptibility of the Company's
operating results to floods, adverse weather conditions and natural disasters;
the risk that jurisdictions in which the Company proposes to operate do not
enact legislation permitting riverboat or dockside casino gaming or do not
enact such legislation in a timely manner; changes in governmental regulations
governing the Company's activities and other risks detailed in the Company's
filings with the Securities and Exchange Commission.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Although the majority of debt carries a fixed interest rate, the Company is
exposed to interest rate risk in respect to the variable-rate debt maintained.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Index to Financial Statements and Schedules on Page
F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
38
<PAGE> 40
Part III
Item 10. Directors and Executive Officers Registrant
Information regarding the directors and executive officers of the Company is
contained in "Security Ownership of Certain Beneficial Owners and Management,"
"Election of Directors" and "Section 16(a) Beneficial Ownership Compliance"
included in the Company's Proxy Statement for the 1999 Annual Meeting of
Stockholders, which information is incorporated herein by reference.
Information regarding executive officers of the Company is contained in Part
I hereof under the caption "Executive Officers of the Company."
Item 11. Executive Compensation
Information regarding executive compensation is contained in "Compensation
of Executive Officers" included in the Company's Proxy Statement for the 1999
Annual Meeting of Stockholders, which information is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding security ownership of certain beneficial owners and
management is contained in "Security Ownership of Certain Beneficial Owners
and Management" included in the Company's Proxy Statement for the 1999 Annual
Meeting of Stockholders, which information is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is
contained in "Certain Transactions" included in the Company's Proxy Statement
for the 1999 Annual Meeting of Stockholders, which information is incorporated
herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements.
See the Index to Financial Statements and Schedules on page F-1.
2. Financial Statement Schedules.
See the Index to Financial Statements and Schedules on page F-1.
3. Exhibits.
See Exhibit Index on page F-58.
(b) Reports on Form 8-K.
None.
39
<PAGE> 41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PRESIDENT CASINOS, INC.
By: /s/ James A. Zweifel
---------------------------
Name: James A. Zweifel
Title: Executive Vice President
and Chief Financial Officer
Date: June 1, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on this 29th day of May, 1998 by the following persons
on behalf of the registrant in the capacities indicated.
Signature Capacity
- --------- --------
/s/ John E. Connelly Chief Executive Officer, Chairman
- -------------------------- and Director
John E. Connelly
/s/ John S. Aylsworth President, Chief Operating Officer
- -------------------------- and Director
John S. Aylsworth
/s/ Karl G. Andren Director
- --------------------------
Karl G. Andren
/s/ Royal P. Walker, Jr. Director
- --------------------------
Royal P. Walker, Jr.
/s/ Terrence L. Wirginis Vice Chairman, Vice President and Director
- --------------------------
Terrence L. Wirginis
/s/ James A. Zweifel Executive Vice President and
- -------------------------- Chief Financial Officer
James A. Zweifel
40<PAGE> 42
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
I. PRESIDENT CASINOS, INC.
Consolidated Financial Statements:
Independent Auditors' Report ......................................F-2
Consolidated Balance Sheets as of February 28, 1999 and 1998.......F-3
Consolidated Statements of Operations for the Years
Ended February 28, 1999, 1998 and 1997...........................F-4
Consolidated Statements of Stockholders' Equity for the Years
Ended February 28, 1999, 1998 and 1997...........................F-5
Consolidated Statements of Cash Flows for the Years
Ended February 28, 1999, 1998 and 1997...........................F-6
Notes to Consolidated Financial Statements.........................F-7
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts................... F-44
All other schedules are omitted as the required information is
inapplicable or is presented in the Company's Consolidated
Financial Statements or Notes thereto.
II. THE CONNELLY GROUP, L.P.
Financial Statements:
Independent Auditors' Report.......................................F-45
Balance Sheets as of February 28, 1999 and 1998....................F-46
Statements of Operations for the Years
Ended February 28, 1999, 1998 and 1997...........................F-47
Statements of Partners' Preferred Redeemable Capital and
General Capital for the Years
Ended February 28, 1999, 1998 and 1997...........................F-48
Statements of Cash Flows for the Years
Ended February 28, 1999, 1998 and 1997...........................F-49
Notes to Financial Statements......................................F-50
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts....................F-57
All other schedules are omitted as the required information is
inapplicable or is presented in the Company's Financial Statements
or Notes thereto.
F-1
<PAGE> 43
INDEPENDENT AUDITORS' REPORT
President Casinos, Inc.:
We have audited the accompanying consolidated balance sheets of President
Casinos, Inc. and affiliates as of February 28, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended February 28, 1999. Our audits
also include the financial statement schedule listed in the Index at Item
14(a)2. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and financial statement schedule
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of President Casinos, Inc. and
affiliates as of February 28, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period
ended February 28, 1999, in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
/s/ Deloitte & Touche LLP
- -------------------------
Saint Louis, Missouri
May 14, 1999
F-2<PAGE> 44
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
February 28,
1999 1998
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............................................. $ 17,110 $ 19,278
Restricted cash....................................................... 3,095 4,354
Short-term investments................................................ 275 2,622
Receivables, net of allowance for doubtful accounts of $357 and $369.. 2,588 1,664
Inventories........................................................... 1,848 1,884
Prepaid expenses and other current assets............................. 2,497 4,024
--------- ---------
Total current assets.............................................. 27,413 33,826
--------- ---------
Property and Equipment, net............................................. 142,740 149,066
--------- ---------
Other Assets:
Deferred financing costs.............................................. 2,229 2,385
Lease options......................................................... -- 1,469
Other assets.......................................................... 476 510
--------- ---------
Total other assets................................................ 2,705 4,364
--------- ---------
$172,858 $187,256
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Current maturities of long-term debt.................................. $ 1,886 $ 1,895
Accounts payable...................................................... 3,008 3,807
Accrued payroll and benefits.......................................... 7,831 7,479
Other accrued expenses................................................ 14,498 18,329
--------- ---------
Total current liabilities......................................... 27,223 31,510
--------- ---------
Long-Term Liabilities:
Notes payable and capital lease obligations........................... 135,813 134,784
Accrued loan fee...................................................... 3,566 1,300
--------- ---------
Total long-term liabilities....................................... 139,379 136,084
--------- ---------
Total liabilities.............................................. 166,602 167,594
--------- ---------
Commitments and Contingent Liabilities..................................
Minority Interest....................................................... 12,464 10,978
Stockholders' Equity (Deficit):
Preferred Stock, $.01 par value per share; 10,000,000 shares
authorized; none issued and outstanding............................. -- --
Common Stock, $.06 par value per share; 100,000,000 shares
authorized; 5,032,952 shares issued and outstanding................. 302 302
Additional paid-in capital............................................ 101,729 101,729
Accumulated deficit................................................... (108,239) (93,347)
--------- ---------
Total stockholders' equity (deficit).............................. (6,208) 8,684
--------- ---------
$172,858 $187,256
========= =========
See Notes to Consolidated Financial Statements.
</TABLE>
F-3
<PAGE> 45
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
Years Ended February 28,
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES:
Gaming..................................... $176,895 $169,467 $170,910
Food and beverage.......................... 22,891 20,677 19,691
Hotel...................................... 8,139 4,889 1,671
Retail and other........................... 12,525 6,176 7,126
Less promotional allowances................ (14,938) (13,674) (12,371)
--------- --------- ---------
Total operating revenues................. 205,512 187,535 187,027
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Gaming and gaming cruise................... 103,278 99,750 100,847
Food and beverage.......................... 14,930 13,994 13,194
Hotel...................................... 2,749 1,613 686
Retail and other........................... 2,747 2,299 1,797
Selling, general and administrative........ 54,588 50,355 51,030
Depreciation and amortization.............. 14,428 14,372 15,324
Development................................ 6,921 2,655 1,116
Impairment of long-lived assets............ -- 396 728
(Gain) loss on sale of
property and equipment.................. 14 (726) (1,479)
--------- --------- ---------
Total operating costs and expenses....... 199,655 184,708 183,243
--------- --------- ---------
OPERATING INCOME........................... 5,857 2,827 3,784
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income (related party interest
income of $0, $103 and $260)............. 607 1,050 1,159
Interest expense........................... (19,870) (18,044) (14,863)
--------- --------- ---------
Total other expense........................ (19,263) (16,994) (13,704)
--------- --------- ---------
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST........................ (13,406) (14,167) (9,920)
Income tax benefit......................... -- -- (1,367)
Minority interest.......................... 1,486 870 232
--------- --------- ---------
NET LOSS................................... $(14,892) $(15,037) $ (8,785)
========= ========= =========
Basic and diluted net loss per share....... $ (2.96) $ (2.99) $ (1.75)
======== ======== ========
Weighted average common and dilutive
potential common shares outstanding....... 5,033 5,033 5,033
======= ======= =======
See Notes to Consolidated Financial Statements.
</TABLE>
F-4
<PAGE> 46
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
Additional
Common Paid-In Accumulated
Stock Capital Deficit Total
----- ------- -------- -----
<S> <C> <C> <C> <C>
Years Ended February 28,
1997, 1998 and 1999:
Balance as of March 1, 1996....... $ 302 $ 101,729 $ (69,525) $ 32,506
Net loss.......................... -- -- (8,785) (8,785)
---------- ---------- ---------- ----------
Balance as of February 28, 1997... 302 101,729 (78,310) 23,721
Net loss.......................... -- -- (15,037) (15,037)
---------- ---------- ---------- ----------
Balance as of February 28, 1998... 302 101,729 (93,347) 8,684
Net loss.......................... -- -- (14,892) (14,892)
---------- ---------- ---------- ----------
Balance as of February 28, 1999... $ 302 $ 101,729 $(108,239) $ (6,208)
========== ========== ========== ==========
See Notes to Consolidated Financial Statements.
</TABLE>
F-5
<PAGE> 47
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended February 28,
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss............................................ $(14,892) $(15,037) $ (8,785)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization................... 14,428 14,372 15,324
(Gain) loss on disposal of assets............... 14 (726) (1,479)
Impairment of long-lived assets................. -- 396 728
Amortization of deferred financing
costs and discount............................ 3,368 2,434 1,091
Amortization of lease options................... 2,190 1,917 320
Minority interest............................... 1,486 870 232
Net change in working capital accounts.......... (4,462) 2,399 (1,667)
Net change in long-term accounts................ 231 (446) (217)
--------- --------- ---------
Net cash provided by operating activities..... 2,363 6,179 5,547
--------- --------- ---------
Cash flows from investing activities:
Expenditures for property and equipment........... (8,222) (35,374) (10,582)
Proceeds from the sale of equipment............... 106 1,601 14,245
Changes in restricted cash........................ 1,259 (4,354) --
Purchase of lease options......................... (856) (1,325) (3,368)
Purchase of short-term investments................ -- (2,022) --
Maturity of short-term investments................ 2,347 -- 408
Minority interest................................. -- (104) --
Other............................................. -- (65) 231
--------- --------- ---------
Net cash provided by (used in)
investing activities....................... (5,366) (41,643) 934
--------- --------- ---------
Cash flows from financing activities:
Proceeds from notes payable....................... 25,000 30,000 --
Proceeds from capital lease refund................ -- 108 --
Payments on notes payable......................... (24,150) (400) (400)
Payments on capital lease obligations............. (15) (81) (722)
--------- --------- ---------
Net cash provided by (used in)
financing activities........................ 835 29,627 (1,122)
--------- --------- ---------
Net increase (decrease) in cash
and cash equivalents.............................. (2,168) (5,837) 5,359
Cash and cash equivalents at beginning of year...... 19,278 25,115 19,756
--------- --------- ---------
Cash and cash equivalents at end of year............ $ 17,110 $ 19,278 $ 25,115
========= ========= =========
See Notes to Consolidated Financial Statements.
</TABLE>
F-6
<PAGE> 48
PRESIDENT CASINOS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data and unless otherwise stated)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts and operations of
President Casinos, Inc., its wholly-owned subsidiaries, a 95%-owned limited
partnership and a limited liability company in which the Company has a 100%
ownership interest and a wholly-owned entity of the Chairman has preferred
rights to certain cash flows (collectively, the "Company" or "PCI"). All
material intercompany balances and transactions have been eliminated.
PCI develops, owns and operates riverboat and/or dockside gaming casinos
through its subsidiaries. The Company conducts riverboat and/or dockside
gaming operations in Davenport, Iowa; in Biloxi, Mississippi through its
wholly-owned subsidiary The President Riverboat Casino-Mississippi, Inc.
("President Mississippi") and in St. Louis near the base of the Arch through
its wholly-owned subsidiary, President Riverboat Casino-Missouri, Inc.
("President Missouri"). The Davenport operations are managed by the Company's
wholly-owned subsidiary, President Riverboat Casino-Iowa, Inc. ("PRC Iowa"),
which is the general partner of the 95% Company-owned operating partnership,
The Connelly Group, L.P. ("TCG"). The Company also operates two nongaming
dinner cruise, excursion and sightseeing vessels on the Mississippi River in
St. Louis, Missouri. In addition, the Company owns and manages certain hotel
and ancillary facilities associated with its gaming operations, including the
Broadwater Property that was acquired by the Company in July 1997. The
President Broadwater Hotel, LLC, a limited liability corporation in which the
Company has a controlling interest, is managed by a wholly-owned subsidiary of
the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents -- Cash and cash equivalents include highly liquid
investments with maturities of ninety days or less at date of purchase.
Restricted Cash -- Pursuant to loan agreements pertinent to the Broadwater
Property (see Notes 3 and 6), revenues are deposited to lockboxes that are
controlled by the lender. Expenditures from the lockboxes are limited to the
operating expenses, capital improvements and debt service of the Broadwater
Property as defined by such agreements. Accordingly, the cash and cash
equivalents of the Broadwater Property have been classified as restricted
cash.
Short-term Investments -- The Company invests in certificates of deposit and
other short-term investments with maturities greater than ninety days at date
of purchase. Short-term investments are stated at cost, which approximates
market.
Inventories -- Inventories, consisting principally of food, beverage, retail
items and operating supplies, are stated at the lower of first-in, first-out
cost or market.
F-7
<PAGE> 49
Property and Equipment -- Property and equipment are recorded at cost and
capitalized lease assets are recorded at their fair market value at the
inception of the lease. Repairs and maintenance are expensed as incurred.
Improvements are capitalized. Depreciation and amortization, except on
property held for sale in which no depreciation or amortization is taken, are
computed on a straight-line basis over the following estimated useful lives:
Land and marine improvements 3-20 years
Buildings and improvements 10-40 years
Riverboats, barges and improvements 9-20 years
Leasehold improvements 3-20 years
Furnishings and equipment 5-10 years
Deferred Financing Costs -- Costs associated with the issuance of debt have
been deferred and are being amortized over the life of the related
indebtedness using the effective interest method.
Gaming Revenues and Promotional Allowances -- In accordance with industry
practice, the Company recognizes as gaming revenues the net win from gaming
activities, which is the difference between gaming wins and losses, and
includes any admission fees collected. All other revenues are recognized by
reference to the service provided. Revenues include the retail value of food
and beverage, rooms and other items provided on a complimentary basis to
customers. The estimated departmental costs of providing such promotional
allowances are included in gaming and gaming cruise costs and expenses and
consist of the following:
1999 1998 1997
------ ------ ------
Food and beverage...... $ 5,777 $ 5,078 $ 4,557
Rooms.................. 1,084 382 --
Other.................. 154 123 194
-------- -------- --------
$ 7,015 $ 5,583 $ 4,751
======== ======== ========
Indirect Expenses -- Certain indirect expenses of operating departments such
as selling, general and administrative and depreciation and amortization are
shown separately in the accompanying statements of operations and are not
allocated to departmental operating costs and expenses.
Self-Insurance -- The Company is partially self-insured for both employee
and third party liability costs. The self-insurance claim liability is
determined based on claims filed and an estimate of claims incurred but not
reported.
Basic and Diluted Loss Per Share Information -- Loss per share information
is computed using the weighted average number of shares of Common Stock
outstanding and common stock equivalent shares from diluted stock options from
date of grant, using the treasury stock method. There is no difference
between loss per share under the basic and diluted methods due to the
antidilutive nature of the stock options, since the Company has had losses in
all periods presented.
F-8
<PAGE> 50
Fair Value of Financial Instruments -- The Company calculates the fair value
of financial instruments and includes this additional information in the Notes
to the Consolidated Financial Statements when the fair value is different than
the book value of those financial instruments. When the fair value is equal
to the book value, no additional disclosure is made. The Company uses quoted
market prices whenever available to calculate these fair values. When quoted
market prices are not available, the Company uses valuation methodologies
which take into account the present value of estimated future cash flows to
determine fair value.
Use of Management Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the amounts of revenues and expenses
during the reporting period. Actual results may differ from those estimates.
Comprehensive Income -- The Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which
requires entities to report changes in equity that result from transactions
and economic events other than those with shareholders. The Company does not
have any items of other comprehensive income (loss). Accordingly, net income
(loss) and comprehensive income (loss) are the same.
Segment Reporting -- During 1999, the Company adopted SFAS No. 131,
"Disclosures About Segments of Enterprise and Related Information." SFAS 131
supercedes SFAS 14, "Financial Reporting for Segments of a Business
Enterprise," replacing the "industry segment" approach with the "management "
approach. The management approach designates the internal organization that
is used by management for making operating decisions and assessing performance
as the source of the Company's reportable segments. SFAS 131 also requires
disclosures about products and services, geographic areas, and major
customers. The adoption of SFAS 131 did not affect the Company's financial
position or results of operations but did affect the disclosure of segment
information (see Note 14).
Prospective Impact of Recently Issued Accounting Standards -- In June 1998,
the Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The Statement
establishes accounting and reporting standards for derivative instruments
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and hedging activities. The
Statement requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. The Statement is effective for all fiscal quarters
of all fiscal years beginning after June 15, 2000. The Company is currently
evaluating the impact of this new standard.
Recoverability of Long-Lived Assets to be Held and Used in the Business --
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset or a
group of assets may not be recoverable. The Company considers a history of
operating losses or a change in the Company's intended use of the asset to be
F-9
<PAGE> 51
primary indicators of potential impairment. Assets are grouped and evaluated
for impairment at the lowest level for which there are identifiable cash flows
that are largely independent of the cash flows of other groups of assets (the
"Asset"). The Company deems the Asset to be impaired if a forecast of
undiscounted future operating cash flows directly related to the Asset,
including disposal value if any, is less than its carrying amount. If the
Asset is determined to be impaired, the loss is measured as the amount by
which the carrying amount of the Asset exceeds its fair value. Fair value is
based on quoted market prices in active markets, if available. If quoted
market prices are not available, an estimate of fair value is based on the
best information available, including prices for similar assets or the results
of valuation techniques such as discounting estimated future cash flows.
Considerable management judgment is necessary to estimate fair value.
Accordingly, actual results could vary significantly from such estimates.
Reclassifications -- Certain amounts for fiscal 1998 and 1997 have been
reclassified to conform with fiscal 1999 financial statement presentations.
3. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
1999 1998
------ ------
Owned property:
Land.................................. $ 685 $ 650
Land and marina improvements.......... 6,531 6,543
Buildings and improvements............ 7,363 5,901
Riverboats, barges and improvements... 60,827 81,875
Leasehold improvements................ 9,936 9,762
Furnishings and equipment............. 46,595 43,286
Property leased to third parties...... 20,099 --
Property held for development or
sale, at net book value............. 48,944 49,185
Construction in progress.............. 1,839 2,451
--------- ---------
202,819 199,653
Accumulated depreciation
and amortization.................. (60,282) (51,508)
--------- ---------
142,537 148,145
--------- ---------
Property under capital leases.......... 2,908 2,908
Accumulated amortization............ (2,705) (1,987)
--------- ---------
203 921
--------- ---------
Property and equipment, net....... $142,740 $149,066
========= =========
On July 24, 1997, the Company acquired certain real estate and improvements
from a wholly-owned entity of John E. Connelly, Chairman, Chief Executive
Officer and principal stockholder of the Company, located on the Gulf Coast in
F-10
<PAGE> 52
Biloxi, Mississippi for $40,500 plus closing costs. The property comprises
approximately 260 acres and includes a marina, two hotels and an adjacent 18-
hole golf course (collectively, the "Broadwater Property"). The purchase
price and related closing costs have been allocated principally to land as the
Company anticipates developing this real estate into a full-scale luxury
destination resort which would include the demolition of the existing hotels.
The following purchase price allocation was based upon a valuation by an
independent appraiser:
Land held for development................... $ 40,360
Furnishings and equipment................... 156
---------
$ 40,516
=========
The marina is currently the site of the Company's casino operations in
Biloxi that had previously been leased by the Company under a long-term
related party lease agreement.
Charter revenues, included in Operating Revenue-Retail and other," for the
years ended February 28, 1999, 1998 and 1997, are as follows:
1999 1998 1997
------ ------ ------
"New Yorker" (1)........ $ 3,016 $ 1,500 $ 1,242
"Diamond Jo" (2)........ -- -- 1,730
"Riverclub" (3)........ -- -- 900
-------- -------- --------
$ 3,016 $ 1,500 $ 3,872
======== ======== ========
(1) During August 1995, the Company entered into a charter agreement to
lease "President Casino New Yorker" for a five-year term at an annual
rental fee of $1,500 for the first two years and for fair market value
thereafter. The charter began in May 1996 and ended in February 1998.
During July 1998, the Company entered into an agreement to charter
"President Casino New Yorker" until February 15, 1999. The initial
charter could be extended for three additional two-month periods. The
initial charter fee was approximately $400 per month with certain
escalations to occur during each of the extension periods. The lessee
has exercised the right to extend the charter until June 15, 1999.
(2) During fiscal 1996, the Company entered into an agreement to charter
"Diamond Jo" a two-year period beginning September 1995. The terms of
the agreement provided the lessee an option to purchase the vessel at
any time throughout the charter period. During July 1996, the Company
sold the vessel under the terms of the agreement and recognized a net
gain of $999 on proceeds of $11,355.
(3) During fiscal 1995, the Company leased a restaurant barge for a two-
year period commencing in October 1994. Upon expiration of the charter
F-11
<PAGE> 53
agreement, the Company sold the barge and recognized a gain of $392 on
proceeds of $2,503.
During fiscal 1998, the Company recognized an impairment of long-lived
assets of $396 consisting of (i) $277 related to two barges based on current
market conditions and (ii) $119 related to obsolete computer hardware and
software.
During fiscal 1997, the Company recognized an impairment of long-lived
assets of $728 primarily related to assets being refurbished for use with the
implementation of a proposed second vessel in St. Louis. Based on regulatory
and economic factors, the Company subsequently determined a second vessel was
not justified in St. Louis at the time.
4. INVESTMENT IN MASSENA, NEW YORK PROJECT
The Company had entered into a joint venture with an unrelated third party
to manage a casino to be owned by the Mohawk Indian Tribe on its reservation
near Massena, New York. The Company, through a wholly-owned subsidiary, owned
a 50% interest in the joint venture. During January 1998, the Company sold
its interest in the joint venture for $375 and certain contingent payments.
Under the terms of the agreement, the Company was to receive an additional
$625 upon the opening of the proposed casino and up to an additional $1,000
out of certain cash flows, if any, from the casino. Although the casino
opened in April 1999, the Company has not collected any additional payments
and is reviewing its legal options relating to the fulfillment of the
contract.
5. LEASE OPTIONS
During December 1993, the Company entered into an agreement for the rights
to utilize an 18-acre riverfront site in Philadelphia, Pennsylvania (the
"Philadelphia Property") either through entering a long-term lease on the
property or, under certain conditions, to purchase the property at its
determined fair market value. The Company also acquired an option to lease a
City-owned pier which is located on property immediately contiguous to the
Philadelphia Property (the "Pier"). The Company believes that the
Philadelphia Property is a prime gaming site because it is readily accessible
from major highways and will permit adequate parking and room for additional
development. The Company entered into the option agreements in anticipation
of the legalization of gaming in Pennsylvania. The agreements prohibit the
Company from owning or managing any gaming facility in Philadelphia, other
than a facility to be located on the Philadelphia Property. This option
agreement expired December 31, 1996.
The lessor of the Philadelphia Property also assigned (the "Assignment") to
the Company all of the lessor's rights, title and interest under an option
agreement with the City of Philadelphia which provides that the lessor may
enter into a 99-year lease of the Pier.
In May 1996, the Company entered into a separate agreement to secure
additional lease rights with respect to the same property. As part of the
agreement, the Company paid $2,000 to secure the right to purchase additional
F-12
<PAGE> 54
options for five separate periods extending from January 1, 1997 through
December 31, 1999. The first option was for a period of twelve months
beginning January 1, 1997. Each of the four remaining option periods were for
six-month intervals and required the Company to pay $277 per month through
each period. Upon the exercise of any option, the Company would begin a ten-
year lease with five (5), five (5) year extensions available. If the Company
exercised this option, the Company would be obligated to pay annual rent based
upon a combination of fixed minimum payments or a percentage of the Company's
"net gaming win" (as defined in the lease agreement), but in no event would
such minimum annual rent be less than $3,500. During the option period and
the lease period, the Company was obligated to pay all maintenance costs,
taxes and insurance with respect to the property.
In December 1996, the parties modified and the Company exercised its May
1996 option agreement to secure the above lease rights for the period January
1, 1997 through December 31, 1997. Pursuant to the modified option agreement,
the Company remitted $1,200.
In September 1997, the parties further modified the lease and the option
agreements. Pursuant to the second modification, the Company remitted $1,200
for the second preliminary term extension for the period from January 1, 1998
through September 30, 1998. This term extension could be extended at the
election of the Company through December 31, 1998 on a month-to-month basis
for $100 per month beginning October 1998. The Company also extended its
right to secure additional option periods through December 31, 2000. The
modified agreement also called for contingent payments not to exceed $2,100,
if a third party was found for the second gaming site. The remaining terms
and conditions of the agreements were substantially unchanged.
In October 1998, the parties further modified the Philadelphia lease and the
option agreements. Pursuant to the terms of the third modification, the
Company may extend its option through September 30, 1999 on a quarter-to-
quarter basis for $375 per quarter beginning October 1998. The Company has
remitted $375 for each of the quarters ended December 31, 1998 and March 31,
1999. The Company also extended its right to secure additional option periods
through December 31, 2001.
On February 9, 1999, the Pennsylvania House of Representatives approved a
bill allowing riverboat casinos to be included in a non-binding statewide
gambling referendum on May 18, 1999. On March 8, 1999, the state Senate voted
28-21 that the non-binding referendum would not be submitted to the voters.
Based on the Company's analysis of the likelihood of timely passage of
Pennsylvania gaming legislation, the Company wrote off the remainder of its
investment in Philadelphia of $1.1 million and notified the lessors of
management's intent not to renew the options under the then current terms.
The Company is currently in negotiations with the lessor with respect to a new
lease option agreement with substantially revised terms.
F-13
<PAGE> 55
6. NOTES PAYABLE
Notes payable as of February 28, 1999 and 1998, are summarized as follows:
1999 1998
------ ------
Senior Exchange notes, 13%, principal payments
of $25,000 due fiscal 2001 and $50,000 due
fiscal 2002, net of discount of $524........... $ 74,476 $ 98,121
Secured Notes, 12%, principal payment of
$25,000 due fiscal 2002, net of a gain
on modification of terms of $1,080............ 26,080 --
Term note payable, variable interest rate,
9.0% as of February 28, 1999, principal
payment due fiscal 2001........................ 30,000 30,000
Line of credit, prime plus 0.5%, combined
rate of 8.25% as of February 28, 1999.......... 2,251 2,251
Term note payable, variable interest rate,
8.31% as of February 28, 1999, principal
payments due quarterly of $100, with a final
payment of $2,000 in fiscal 2003............... 3,400 3,800
--------- ---------
Total notes payable.......................... 136,207 135,172
Less current maturities.................... (400) (400)
--------- ---------
Long-term notes payable................... $135,807 $134,772
========= =========
Senior Exchange Notes
During fiscal 1994, the Company completed a private placement of $100,000 of
11.75% (12% effective rate of interest) Senior Subordinated Notes Due 2001
the "Senior Subordinated Notes") and warrants to purchase 150 thousand shares
of Common Stock.
During fiscal 1995, the Company exchanged $100,000 of a newly issued series
of the Company's 13% Senior Notes due 2001 (the "Senior Notes"), warrants to
purchase an aggregate of 147 thousand shares of the Company's Common Stock and
an aggregate cash payment equal to $3,140 for all of its outstanding Senior
Subordinated Notes in order to be released from certain restrictive covenants.
On April 4, 1995, pursuant to a registration rights agreement governing the
Senior Notes, the Company exchanged all of the Senior Notes for an equal
principal amount of 13% Senior Exchange Notes due 2001 ("Senior Exchange
Notes") registered under the Securities Act of 1933, as amended. The Senior
Exchange Notes rank equal in right of payment to all present and future senior
debt (as defined in the indenture governing the Senior Exchange Notes (the
"Note Indenture")) of the Company and its subsidiaries and were payable as
follows: 25% of the outstanding principal amount on each of September 15,
1999 and September 15, 2000 and the remainder of the outstanding principal
amount on September 15, 2001. In addition, the Senior Exchange Notes are
unconditionally guaranteed, jointly and severally on a senior basis, by all of
the Company's then existing wholly-owned subsidiaries (the "Guarantors"), and,
F-14
<PAGE> 56
under certain circumstances, the Company's future subsidiaries, although the
subsidiary guarantee from TCG is limited in amount. The Company has since
created two new wholly-owned subsidiaries and one limited liability company
which do not guarantee the Senior Exchange Notes (the "Non-Guarantors")(see
Note 19). As security for the obligations of the Company and the Guarantors
under the Senior Exchange Notes, the Company and the Guarantors have pledged
their equity interests in each Guarantor and all of their rights in certain
management agreements with, certain indebtedness from, and certain investments
in, certain gaming ventures. The Note Indenture contains certain restrictive
covenants which, among other things, limit the Company's Guarantors' ability
to pay dividends, incur additional indebtedness (exclusive of $15,000 of
senior debt), issue preferred stock, create liens on certain assets, merge or
consolidate with another company and sell or otherwise dispose of a
substantial portion of its properties or assets. Each warrant entitles the
holder thereof to purchase one share of the Company's Common Stock at $47.55
per share and expires on September 30, 1999.
The Note Indenture governing the Company's 13% Senior Exchange Notes due
2001 provides that the Company must use the cash proceeds from the sale of
assets within 180 days after receipt either (i) to permanently reduce certain
indebtedness or(ii) to contract with an unrelated third party to make
investments or capital expenditures or to acquire long-term tangible assets,
in each case, in gaming and related businesses (provided any such investment
is substantially complete within 270 days of such receipt). If such cash
proceeds are not so utilized, the Company must make an offer to all holders of
Senior Notes to repurchase at par an aggregate principal amount of Senior
Notes equal to the amount by which such cash proceeds exceed $5,000. The
Company does not currently anticipate that unutilized proceeds will exceed
$5,000.
Secured Notes
On December 3, 1998, the Company repurchased $25,000 of its Senior Exchange
Notes. The repurchased notes were used to satisfy the $25,000 principal
payment due September 15, 1999 on the Company's $100,000 Senior Exchange
Notes. The repurchase was funded by the issuance of $25,000 of new 12% notes
due September 15, 2001 (the "Secured Notes"). Under the repurchase agreement,
the Company incurs a 1% annual loan fee on the principal balance of $25,000
until maturity. The Secured Notes have no mandatory redemption obligation and
are secured by mortgages on the "Admiral" and the "President Casino New
Yorker," as well as subsidiary guarantees.
The aggregate market value of the Senior Exchange Notes and the Secured
Notes on February 28, 1999 was $95,500 based on quoted market prices.
Term Note-9.0%
In conjunction with the purchase of the Broadwater Property discussed in
Notes 3 and 12, President Broadwater, L.L.C. ("PBLLC") borrowed the sum of
$30,000 from a third party lender, evidenced by a non-recourse promissory note
(the "Indebtedness"). Except as set forth in the promissory note and related
security documents, PBLLC's obligations under the Indebtedness are nonrecourse
and are secured by the Broadwater Property, its improvements and leases
F-15
<PAGE> 57
thereon. The Indebtedness bears interest at a variable rate per annum equal
to the greater of (i) 8.75% or (ii) 4% plus the LIBOR 30-day rate.
PBLLC is obligated under the Indebtedness to make monthly payments of
interest accruing under the Indebtedness, and to repay the Indebtedness in
full on July 22, 2000. In addition, PBLLC is obligated to pay to the lender a
loan fee in the amount of $7,000 which will be fully earned and nonrefundable
when the Indebtedness is repaid. As of February 28, 1999, the Company has
accrued $3,566 of this loan fee.
Line of Credit
TCG, the Company's 95%-owned partnership, maintains a line of credit
provided by Firstar Bank, N.A., collateralized by a first mortgage on the M/V
"President" and first mortgages on the Blackhawk Hotel with net book values as
of February 28, 1999, of $6,938 and $3,957, respectively, and various personal
property. During March 1997, the line of credit was increased to $4,500, of
which $2,249 is available as of February 28, 1999. The line of credit reduces
by $900 each March 31 and terminates in March fiscal 2001. The line of credit
is available exclusively to TCG. Distributions from TCG to its general
partner are limited by its partnership agreement.
Term Note-8.31%
The 8.31% term note payable is collateralized by the vessel "President
Casino-Mississippi" and various equipment with a net book value of $8,472 as
of February 28, 1999, and is personally guaranteed by Mr. Connelly. This note
also contains certain covenants which, among other things, require the Company
to maintain a minimum tangible net worth of $40,000. The Company received a
waiver of the net worth covenant through the period ended April 30, 2000, at
which time the Company's net worth requirement will return to $40,000. Since
the fair market value of the vessel is in excess of the outstanding note
balance, management believes that the Company will be able to either
renegotiate the terms, pay down a portion of the note or refinance the loan at
such time as the waiver terminates.
The various agreements governing the notes described above generally limit
borrowings by the Company's affiliates without the respective lenders' prior
consent.
F-16
<PAGE> 58
Principal maturities on long-term notes payable as of February 28, 1999, are
as follows:
Years ending February 28/29:
2000.......................... $ 400
2001.......................... 57,651
2002.......................... 75,400
2003.......................... 2,200
Thereafter.................... --
---------
135,651
Plus: Gain, net of discount,
on modification of terms... 556
---------
Total maturities.............. $136,207
=========
7. CAPITAL AND OPERATING LEASES
The Company had an operating lease with an affiliate of Mr. Connelly for its
Biloxi, Mississippi mooring site, parking facilities, offices and a warehouse.
The operating lease was for an initial term of three years with nine renewal
options of three years each. In fiscal 1996, the Company exercised its option
for the second three-year renewal term. In July 1997, the Company purchased
the Broadwater Property subject to the lease as discussed in Notes 3 and 12.
The Company leases certain levee and other property in Davenport, Iowa,
certain docking locations on the St. Louis, Missouri river front and certain
other equipment under operating leases. The levee lease and its associated
parking lot lease in Davenport expire in 2017 and a second parking lot lease
in Davenport expires in 2002 with one fifteen-year renewal option.
The St. Louis river front leases are generally for ten-year periods with
multiple five-year renewal options and are subject to rate changes by the Port
Commission every five years. In addition, the St. Louis river front leases
provide for rental payments at 2% of adjusted gross receipts (gross receipts
net of winnings paid to wagerers). Although the "Admiral" is the only casino
in downtown St. Louis, this fee may be adjusted (higher or lower) to equal the
percentage of gaming revenues charged on any future properties in the central
river front area of St. Louis on which gaming is conducted.
The marina at the Broadwater Property is the site of the Company's Biloxi
casino. The marina is comprised of both fast lands and tidelands. Such lands
are controlled by the Company through long-term leases with the State of
Mississippi. During August 1992, BH entered into a ten year lease agreement
with the State of Mississippi for use of the tidelands (the "Tidelands Lease")
for an annual rental fee of $295, subject to five year adjustments as defined
by the lease agreement. In November 1993, the Tidelands Lease was amended to
allow a new or second vessel be moored, among other items, for an annual rent
of $525. Effective in August 1995, in conjunction with the replacement of the
M/V "President Casino-Mississippi" with the "Biloxi Barge," BH exercised its
rights and the Company's annual rent increased to $525. Effective August
1997, the state adjusted the annual rent to $598 based on the five-year CPI,
F-17<PAGE> 59
in accordance with the terms of the lease.
During December 1996, BH entered into a 40-year lease agreement (the "Fast
lands Lease") with the State of Mississippi for use of the fast lands for
an annual rental fee of $21, adjustable every five years as defined in the
lease agreement. Concurrent with the purchase of PBLLC, BH sold its interest
in the Tidelands Lease and the Fast lands Lease to PBLLC.
In February 1995, a non-guarantor subsidiary of the Company, President
Mississippi Charter Corporation ("Charter Corp.") entered into an operating
lease agreement (the "Subcharter Agreement") with PRC-Mississippi to lease a
fully equipped dockside casino. The lease period under the Subcharter
Agreement commenced on June 15, 1995, concurrent with an agreement (the
"Initial Charter Agreement") the Charter Corp. had with American Gaming &
Entertainment, Ltd. ("AGEL"). Under the initial terms of the Subcharter
Agreement, the rent consisted of monthly payments of $458 through July 1997
and $329 through June 2000, renewable at the option of the Company thereafter
under the same terms of the Initial Charter Agreement, if neither the
Subcharter Agreement nor the Initial Charter Agreement have been terminated.
On April 11,1997, AGEL filed an action against the Charter Corp. and the
Company with respect to certain disputed charter payments which the Company
withheld under the Charter Agreement. In October of 1998, this action was
dismissed with prejudice pursuant to a settlement agreed upon by the parties.
Pursuant to the settlement, the Company made a lump sum payment of $3,890 and
agreed to ongoing payments of $215 per month through April 15, 2000. The
Company is also required to pay for all improvements and bear the cost of all
taxes, fees and repairs up until the settlement. The amended charter period
is from December 1, 1997 until April 15, 2000 and is subject to certain
purchase options. The Company continued to accrue under the original terms of
the charter and, accordingly, as a result of the settlement, the Company had a
deferred rent credit of $791 and $611 at the settlement date and February 28,
1999, respectively, to apply against its future expenses over the remaining
life of the lease.
In conjunction with the lease for the "Biloxi Barge," the Company entered
into a capital lease with the barge lessor for certain slot machines.
Subsequently, the Company and the lessors renegotiated the payments providing
for the forgiveness of future lease payments for a lump sum payment of $900.
A question as to the ownership of these machines has been raised by the
manufacturer. The Company has withheld any payment awaiting resolution. (See
Note 10 - Commitment and Contingent Liabilities)
Rental expense incurred under operating leases was $7,308, $9,597 and
$12,847 for the years ended February 28, 1999, 1998 and 1997, respectively.
F-18
<PAGE> 60
All future minimum lease commitments under noncancellable long-term
operating leases and capital leases as of February 28, 1999, are as follows:
Non-cancelable
Operating Capital
Leases Leases
------------ ------------
Years ending February 28/29:
2000........................ $ 4,444 $ 1,577
2001........................ 1,970 5
2002........................ 809 1
2003........................ 449 --
2004........................ 421 --
Thereafter.................. 4,258 --
--------- ---------
12,351 1,583
Less interest amount...... -- (91)
--------- ---------
Lease obligations............ $ 12,351 1,492
=========
Less current maturities... (1,486)
---------
Long-term capital lease
obligations................ $ 6
=========
8. INCOME TAXES
The Company recognizes deferred tax assets, net of applicable reserves,
related to net operating loss carryforwards and certain temporary differences.
Recognition of future tax benefits is based on the extent the realization of
such benefit is "more likely than not." As such, the realization of the
deferred tax benefit is dependent on the Company's ability to generate future
taxable income. Given the level of operations, the increased competition and
the overall uncertainty as to the timing of the Company's ability to return to
profitability, the Company determined that the tax benefit did not satisfy the
recognition criteria. Accordingly, a 100% valuation allowance is maintained
against the Company's deferred tax assets.
F-19
<PAGE> 61
Income tax expense (benefit) attributable to loss before income taxes,
minority interest and extraordinary item for the years ended February 28,
1999, 1998 and 1997, is as follows:
1999 1998 1997
------ ------ ------
Current:
Federal..................... $ -- $ -- $ --
State....................... -- -- (1,367)
-------- -------- --------
-- -- (1,367)
Deferred:
Federal..................... -- -- --
State....................... -- -- --
-------- -------- --------
-- -- --
-------- -------- --------
$ -- $ -- $(1,367)
======== ======== ========
The difference between the statutory federal tax rate and the effective tax
rate, expressed as a percentage of loss before income taxes, minority interest
and extraordinary item is as follows:
1999 1998 1997
------ ------ ------
Statutory tax rate........................ (35.0%) (35.0%) (35.0%)
Increases (decreases) in tax
resulting from:
Establishment of a valuation
allowance........................... 35.0 34.9 29.5
Nondeductible lobbying expenses....... 0.0 0.1 0.3
Disallowed meal and
entertainment expenses.............. 0.0 0.0 0.2
State tax provision (benefit),
net of federal tax expense.......... 0.0 0.0 (8.8)
------- ------- -------
0.0% 0.0% (13.8%)
======== ======= =======
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<PAGE> 62
The components of the net deferred tax asset are as follows:
1999 1998
------ ------
Deferred tax assets:
Net operating loss carryforward....... $ 52,839 $ 45,295
Pre-opening costs and intangible
assets.............................. 5,876 7,235
Accounting reserves................... 785 60
Tax credits........................... 280 280
Other................................. 2,772 1,909
--------- ---------
62,552 54,779
Less: Valuation allowance (52,828) (44,447)
--------- ---------
9,724 10,332
Deferred tax liabilities:
Property.............................. 9,724 10,332
--------- ---------
Net deferred tax asset............. $ -- $ --
========= =========
As of February 28, 1999, the Company had federal, Missouri and Mississippi
net operating loss carryforwards of $132,697, $127,888 and $28,688,
respectively. These tax benefits will expire between 2008 and 2019 unless
first offset against taxable income. The availability of the loss
carryforwards may be limited in the event of a significant change in ownership
of the company or its subsidiaries.
9. OTHER ACCRUED EXPENSES
The components of other accrued expenses are as follows:
1999 1998
------ ------
Interest........................ $ 5,643 $ 6,343
Taxes, other than income
and payroll taxes............. 2,553 2,862
Accrued lease payments.......... 611 3,321
Other........................... 5,691 5,803
--------- ---------
$ 14,498 $ 18,329
========= =========
10. COMMITMENTS AND CONTINGENT LIABILITIES
Litigation
On January 16, 1997 a case entitled "Whalen v. John E. Connelly, J. Edward
Connelly and Associates, Inc., President Casinos, Inc. and PRC-Iowa, Inc." was
filed in the Iowa District Court for Scott County by Michael L. Whalen
("Whalen"), who is a five percent limited partner in TCG. Whalen filed this
F-21
<PAGE> 63
lawsuit after accepting from Della III, Inc., the former general partner,
shares of Common Stock and cash to which he was determined to be entitled
pursuant to a previous judgment. Whalen claimed in this lawsuit that because
he asked for the stock and cash while he was appealing the judgment in a
previous lawsuit and was not given the stock or cash until after the judgment
was affirmed, the named defendants committed the tort of conversion. Whalen
sought as damages the difference in the value of the stock on the date of its
"highest valuation" and the date he accepted the stock in 1996. In November
1998, the Court granted the Company's motion for summary judgment and
dismissed Whalen's claim for conversion. Whalen has appealed the Court's
decision and such appeal is now pending.
In 1994, William H. Poulos filed a class-action lawsuit in the United States
District Court for the Middle District of Florida against over thirty-eight
(38) casino operators, including the Company, and certain suppliers and
distributors of video poker and electronic slot machines. This lawsuit was
followed by several additional lawsuits of the same nature against the same,
as well as additional, defendants, all of which have now been consolidated
into a single class-action pending in the United States District Court for the
District of Nevada. Following a court order dismissing all pending pleadings
and allowing the plaintiffs to re-file a single complaint, a complaint has
been filed containing substantially the same claims, alleging that the
defendants fraudulently marketed and operated casino video poker machines and
electronic slot machines, and asserting common law fraud and deceit, unjust
enrichment and negligent misrepresentation. Various motions were filed by the
defendants seeking to have this new complaint dismissed or otherwise limited.
On December 19, 1997, the Court, in general, ruled on all motions in favor of
the plaintiffs. Discovery as to the appropriateness of the named plaintiffs
as class representatives has commenced. Although the outcome of litigation is
inherently uncertain, management, after consultation with counsel, believes
the action will not have a material adverse effect on the Company's financial
position or results of operations.
On April 11, 1997, an action captioned "American Gaming & Entertainment,
Ltd. v. President Mississippi Charter Corporation and President Riverboat
Casino-Mississippi, Inc." was filed in the Chancery Court of Harrison County,
Mississippi by American Gaming & Entertainment, Ltd. ("AGEL"). AGEL is the
subject of bankruptcy proceedings pending in the United States Bankruptcy
Court for the Southern District of Mississippi, (the "Bankruptcy Court") and
is the owner of the "Biloxi Barge" which is utilized in connection with the
Company's Biloxi operations pursuant to the initial charter agreement between
AGEL and Charter Corp. The action filed by AGEL alleged that PRC-Mississippi
and Charter Corp. did not comply with their respective obligations under the
initial charter agreement. The Company asserted that AGEL breached its
obligations under the initial charter agreement and, in connection therewith,
withheld a portion of the charter payments due to AGEL under the initial
charter agreement. In October of 1998, this action was dismissed with
prejudice pursuant to a settlement agreed upon by the parties. Pursuant to
the settlement, the Company made payments totaling $3,890, representing back
rent of $215 per month from December 1997 through October 1998, and a lump sum
payment of $1,525.
Charter Corp. has taken the position that AGEL agreed to grant Charter Corp.
F-22
<PAGE> 64
an extension of the charter of the vessel beyond its current expiration date
of April 15, 2000. Charter Corp. and AGEL have submitted the terms of such
extension to arbitration, which is currently proceeding. Charter Corp. and
AGEL are currently discussing a satisfactory resolution of this matter.
However, there can be no assurance that the parties will be able to resolve
this matter satisfactorily. The failure of Charter Corp. to secure an
acceptable extension of the charter agreement pursuant to an agreement with
AGEL or pursuant to the pending arbitration proceeding would result in the
loss of the use of the "Biloxi Barge" in connection with the Company's
Mississippi operations. In the event that the Company is unable to obtain an
appropriate alternative vessel, such loss of the use of the "Biloxi Barge"
would result in a material adverse affect on the future results of operations
of the Company.
Pursuant to its existing charter agreement for the "Biloxi Barge," Charter
Corp. has a "right of first refusal" to acquire the "Biloxi Barge" should the
owner decide to sell the vessel. The right of first refusal is exercisable on
the same financial terms contained in any offer received by the owner for
purchase of the vessel. In a motion by Charter Corp. pending in the
bankruptcy court to enforce its right of first refusal, AGEL has objected to
the enforcement of the right of first refusal and has asked the court to treat
Charter Corp. as any other third-party bidder in any future auction or sale of
the "Biloxi Barge." There can be no assurance that Charter Corp.'s motion
will be ruled upon favorably by the bankruptcy court.
In addition, in the above proceeding, an action captioned "International
Game Technology v. President Casinos, Inc., President Mississippi Charter
Corporation, President Riverboat Casino-Mississippi, Inc. and President
Riverboat Casinos, Inc." was filed in the Circuit Court of Harrison County,
Mississippi, Second Judicial District, by International Game Technology
("IGT"). The action was removed to the United States District Court, Southern
District of Mississippi, Biloxi Division, on March 11, 1998, and was
subsequently referred to the United States Bankruptcy Court for the Southern
District of Mississippi where it is captioned "In re AmGam Associates, a
Mississippi General Partnership, Chapter 11 Reorganization Case No.
95-07864-SEG, Adversary Proceeding 98-05095." This action alleges that
certain subsidiaries of the Company assumed certain obligations of the owner
of the "Biloxi Barge" to IGT with respect to certain slot machines. IGT prays
for damages of $3,306, plus late fees and attorneys' fees under the terms of
what is alleged to be the assumption agreement. The Company vigorously denies
that it or any subsidiary has assumed any obligations to IGT, and the Company
has filed a Motion to Dismiss or in the alternative for Summary Judgment on
this action on the basis that IGT's claim is time-barred and subject to the
principles of res judicata. At this time, however, the outcome of this
litigation cannot be determined.
A shareholder derivative suit captioned Mizel v. John E. Connelly et. al. was
filed on September 11, 1998, in the Court of Chancery of the State of Delaware
alleging that the Board of Directors of the Company failed to exercise
informed business judgment and wasted corporate assets in connection with the
July 1997 acquisition by the Company of certain real estate and improvements
in Biloxi, Mississippi, including the Broadwater Resort and Broadwater Towers
and a related golf course, from an entity wholly-owned by Mr. Connelly,
F-23
<PAGE> 65
Chairman of the Board and Chief Executive Officer of the Company. The suit
requests rescission of the transaction, a constructive trust upon all benefits
received by Mr. Connelly in the transaction, the award of damages to the
Company and attorneys fees and costs. The case is in the preliminary stages.
The Company has filed a motion to dismiss this action for failure by the
plaintiff to make a demand for relief upon the Board of Directors. Based on
management's evaluation of the lawsuit, the Company believes that it has
meritorious defenses to the allegations set forth in the suit, and intends to
defend this action vigorously. The suit is covered under the Company's
directors and officers insurance policy. Because this is a derivative action,
the result of a successful judgment would be a reimbursement to the Company
from the Directors on account of their alleged breaches of their duty to
exercise an informed business judgment and because of their waste of corporate
assets. Because the Company believes the Directors have meritorious defenses
to the allegations, it does not anticipate any material recovery in the
action.
The Company serves alcoholic beverages at its gaming facilities and has from
time to time been the subject of claims related thereto. Although the Company
believes it maintains adequate insurance to cover these types of claims, it is
often difficult to predict the outcome of such litigation and the amount of
damages which may be awarded in these types of cases. The Company does not
believe that the outcome of any pending litigation related to the Company's
serving of alcoholic beverages will have a material adverse effect on its
financial position or results of operations.
The Company is also from time to time party to litigation, which may or may
not be covered by insurance, arising in the ordinary course of its business.
Based on the advice of legal counsel, the Company does not believe that the
outcome of such litigation will have a material adverse effect on the Company.
Other
--General
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulation. As a condition to obtaining and
maintaining a gaming license, the Company must submit detailed financial,
operating and other reports to each such Commission, each of which has broad
powers to suspend or revoke licenses. In addition, substantially all of the
Company's material transactions are subject to review and/or approval by the
various regulatory bodies. Any person acquiring 5% or more of the Common
Stock or of the equity securities of any gaming entity must be found suitable
by the appropriate regulatory body. The Davenport license was last renewed in
April 1999 and expires April 2000. The St. Louis license was last renewed in
May of 1998 and expires in May of 2000. The Biloxi license was last renewed
in March of 1999 for a two-year period.
In July 1996, a law was enacted by the U.S. Congress establishing a National
Gaming Impact and Policy Commission to conduct a comprehensive study of the
social and economic impacts of gambling in the United States and make
recommendations for changes to the policies governing gambling that the
Commission may deem appropriate. A report is expected to be made by the
F-24
<PAGE> 66
Commission in June 1999. While it is not possible at this time to predict the
outcome of the Commission's deliberations, any further regulation at the
federal level would result in further regulation of the Company's gaming
operations which could have a material adverse impact on the Company's future
results of operations.
--Davenport
TCG and the Riverboat Development Authority (the "Authority"), an Iowa non-
profit corporation, entered into an operator's contract on December 28, 1989,
which enables TCG to be the operator of an excursion gambling boat pursuant to
the rules and regulations of the Iowa Racing and Gaming Commission. This
contract was last amended on March 1, 1998. The contract, as amended,
requires TCG to make weekly payments of $28, an annual payment of 2% of
adjusted gross receipts in excess of $34,000 for each of the Authority's
fiscal years commencing July 1, and an annual payment equal to one dollar and
fifty cents for each admission, either paid or complimentary, in excess of
1,117,579 admissions for each contract year. The current contract expires
February 28, 2002.
A proposition to extend the referendum approving riverboat gaming operations
in Scott County, Iowa, must be submitted to the county electorate at the
general election held in calendar 2002, and the general election held at each
subsequent eight-year interval.
--Biloxi
In 1998, two referenda were proposed which, if approved, would have amended
the Mississippi Constitution to ban gaming in Mississippi and would have
required all currently legal gaming entities to cease operations within two
years of the ban. Each of the proposals were ruled illegal by Mississippi
State judges because, among other reasons, they failed to include required
information regarding the anticipated effect on government revenues. The
Mississippi Supreme Court affirmed the Circuit Court first ruling, but only on
procedural grounds.
On March 22, 1999, another such referendum was filed with the Mississippi
Secretary of State. The language of this most recent proposal also fails to
include information regarding its anticipated effect on government revenues
and may be subject to legal challenge on the same basis that the two proposals
were successfully challenged. Any such referendum must be approved by the
Mississippi Secretary of State and signatures of approximately 98,000
registered voters must be gathered and certified in order for such a proposal
to be included on a statewide ballot for consideration by the voters. The
next election, for which the proponents could attempt such a proposal on the
ballot, would be November 2000. It is likely at some point that a revised
initiative will be filed which would adequately address the issues regarding
the effect on government revenues of prohibition of gaming in Mississippi.
However, while it is too early in the process for the Company to make any
predictions with respect to whether such a referendum will appear on a ballot
or the likelihood of such a referendum being approved by the voters, if such a
referendum were passed and gaming were prohibited in Mississippi, it would
have a materially adverse effect on the Company.
F-25
<PAGE> 67
--St. Louis
The Environmental Protection Agency ("EPA") and the U.S. Attorney's Office
for the Eastern District of Missouri conducted a federal criminal
investigation with respect to compliance by President Missouri with federal
environmental laws in connection with the operation of the "Admiral" in St.
Louis. In July 1998, the Company entered a guilty plea of violating the
Rivers and Harbors Act of 1899, by discharging pollutants into the Mississippi
River without a permit during fiscal year 1996. The Company was assessed a
$200 fine, of which $100 was permanently stayed as a result of capital
improvements and training so as to prevent any future reoccurrence of this
nature. The Company was also assessed $200 in restitution to the Missouri
Highway Patrol. All assessed amounts had been fully accrued during in fiscal
year 1996. The Company is not aware of any other potential fines related to
Environmental Regulations violations pending.
11. AGREEMENT WITH CITY OF DAVENPORT, IOWA
TCG and the City of Davenport (the "City") are parties to an agreement,
which provides, among other things, for the following:
Fees -- TCG is required to pay certain boarding and docking fees and a
special payment in lieu of property taxes to the City. In aggregate, the
annual cost of these fees is the higher of $824 or 82.7 cents per passenger.
Both the base amount and per passenger charges related to the docking fees are
subject to an annual 4% escalator.
Boat Operations -- TCG may not substitute another vessel to replace
"President" in Davenport, Iowa provided that an average of 2,250 passengers
per day during the cruise season is maintained. If such passenger count is
not maintained or if there is a material adverse change in the Iowa gaming
law, TCG will be permitted to substitute an 800-passenger boat. However,
temporary substitution during U.S. Coast Guard mandated hull inspections is
permitted.
12. MINORITY INTEREST
The Connelly Group, LP
The Davenport operations are managed by the Company's wholly-owned
subsidiary, PRC Iowa, which is the general partner of the 95% Company-owned
operating partnership, TCG. The partnership agreement provides for the
allocation of income (losses) between the general partner and limited partner
at 95% and 5%, respectively.
President Broadwater, LLC
To effectuate the acquisition of the Broadwater Property as discussed in
Note 3, the Company entered into a Redemption Agreement dated as of July 22,
1997 (the "Redemption Agreement") by and among J. Edward Connelly Associates,
Inc., a company controlled by Mr. Connelly ("JECA"), Broadwater Hotel, Inc., a
wholly-owned subsidiary of the Company ("BHI"), and President Broadwater
Hotel, L.L.C., a limited liability company formed by JECA and BHI for purposes
of the transaction ("PBLLC").
F-26
<PAGE> 68
BH Acquisition Corporation ("BH"), a company wholly-owned by Mr. Connelly,
was the sole owner of the Broadwater Property. Prior to the closing of the
transactions, JECA, the successor by merger to BH became the sole owner of the
Broadwater Property. In connection with the formation of PBLLC, JECA
transferred its interest in the Broadwater Property to PBLLC as a capital
contribution in exchange for the sole outstanding membership interest in
PBLLC. Pursuant to the Redemption Agreement, BHI made a capital contribution
of $5,000 to PBLLC in exchange for the Class A Unit of PBLLC as described in
the Amended and Restated Limited Liability Company Operating Agreement of
PBLLC (the "Amended Operating Agreement"). The Class A Unit affords BHI
control of PBLLC. Simultaneously with BHI's acquisition of the Class A Unit,
PBLLC redeemed JECA's existing membership interest in PBLLC in exchange for
(i) the cash payment by PBLLC to JECA of $28,484, (ii) redemption of the
$2,016 debt owed by BH to the Company and (iii) the issuance by PBLLC to
JECA of the Class B Unit of PBLLC as described in the Amended Operating
Agreement.
PBLLC is obligated to redeem the Class B Unit from JECA for a redemption
price of $10,000 (the "Redemption Price") on the date on which the
Indebtedness (as defined in Note 6) is fully and finally discharged and the
mortgage securing the Indebtedness is released. In addition, the Class B Unit
entitles JECA to a priority return based on a percentage per annum equal to
the greater of (i) 8.75% or (ii) 4.0% plus LIBOR, as defined by the Redemption
Agreement.
13. EMPLOYEE BENEFIT PLANS
Savings Plan
The Company maintains an employee savings plan which covers all full-time,
non-union employees. Pursuant to this savings plan, participating employees
may contribute (defer) a percentage of eligible compensation. Employee
contributions to the savings plan, up to certain limits, are partially matched
by the Company. The expense applicable for the Company's contribution to the
savings plan, net of forfeitures, was $386, $379 and $451 for the years ended
February 28, 1999, 1998 and 1997, respectively.
Stock Option Plan
The Company maintains a stock option plan which provides for the granting of
nonqualified and incentive stock options pursuant to the applicable provisions
of the Internal Revenue Code and regulations.
All directors, officers and other members of the management team who are in
positions in which their decisions, actions and counsel may significantly
impact the profitability and success of the Company are eligible to receive
options under the plan. In addition, the plan authorizes the issuance of
tandem stock appreciation rights in connection with the issuance of certain
options. Stock appreciation rights may only be issued in connection with a
nonqualified stock option. This right will entitle the holder to receive in
cash or stock an amount equal to the excess of the fair market value on the
date of exercise over the exercise price of the tandem stock option. The
maximum value of any stock appreciation right will be limited to the exercise
F-27
<PAGE> 69
price of the tandem stock option. A stock appreciation right may be
exercisable only at the same time and to the same extent as the tandem stock
option.
The plan is administered by the Compensation Committee of the Board of
Directors, whose members determine to whom options will be granted and the
terms of each option. The exercise price of stock options granted under the
plan is established by the Compensation Committee, but the exercise price may
not be less than the market price of the Company's Common Stock on the date
the option is granted. Each option granted is exercisable in full at any time
or from time to time as determined by the Compensation Committee and provided
in the option agreement, provided that no option may have a term exceeding ten
years. In December 1996, the plan was amended primarily to allow
transferability of options granted under certain circumstances and with the
consent of the Compensation Committee.
In July 1997, the stockholders of the Company approved the new President
Casinos, Inc. 1997 Stock Option Plan, which increased the number shares
available for grant by 500,000 shares.
On June 19, 1996 and August 22, 1997, the Compensation Committee of the
Board of Directors (the "Committee") approved amendments to certain of the
outstanding stock option agreements of each of the executive officers and
certain other employees of the Company. Pursuant to such amendments, options
to purchase an aggregate of 276,340 shares of Common Stock at exercise prices
ranging from $54.00 to $5.625, per share were repriced at an exercise price of
$11.625 and $2.625, respectively, per share, the market value of the Common
Stock on the date of the repricings. In addition, the trading price at which
certain options granted to an executive officer with respect to 16,667 shares
of Common Stock will vest was amended from $84.00 to $5.50 per share. Except
for such amendments, the other terms of the stock options repricing were not
changed.
The Committee believes that the modifications were necessary and appropriate
in light of competitive conditions in the gaming industry and in order to
provide a meaningful long-term incentive compensation opportunity in light of
recent trading prices of the Common Stock to the management team whose efforts
are essential to the Company's success.
In fiscal 1997, the Company adopted SFAS No. 123, "Accounting for Stock-
Based Compensation". SFAS No. 123 provides, among other things, that
companies may elect to account for employee stock options using a fair value-
based method or continue to apply the intrinsic value-based method prescribed
by Accounting Principles Board Opinion No. 25 ("APB No. 25"). As permitted,
the Company has elected to continue to apply the intrinsic value-based method
for stock options. Accordingly, no compensation cost has been recognized.
Under the Company's Plans, the Company is authorized to grant options up to
an aggregate of 1,025,000 shares, of which 100,000 have been exercised, to
management team members and directors. Options under the plan are generally
granted at market value at the date of the grant and expire 10 years from the
date of grant. The outstanding options that have been granted under the plan
generally vest either at (i) a rate of 20% each anniversary date or {ii} 20%
F-28
<PAGE> 70
on date of grant and 20% on each anniversary date thereafter. The Company has
also granted stock options to external board members under a non-qualified
plan. These options are generally granted at market value at the date of the
grant; vest at 50% on date of grant and 25% each anniversary date thereafter
or 20% at the date of grant, 20% on the first anniversary and 60% on the
second anniversary; and expire 10 years from date of grant.
Effective with options granted in 1996 and subsequently, the fair value of
each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
grants in 1999, 1998 and 1997, respectively: no dividend yield expected;
volatility of 76.5%, 87.6% and 97.0%; risk-free interest rates of 5.7%, 6.5%
and 7.0%; and expected lives of 10.0, 9.7 and 9.2 years.
The following table discloses the Company's pro forma net loss and loss per
share assuming compensation cost for stock options had been determined using
the fair value-based method prescribed by SFAS No. 123.
1999 1998 1997
------ ------ ------
Net loss:
As reported................ $(14,892) $(15,037) $ (8,785)
Pro forma.................. $(15,643) $(15,821) $ (9,357)
Loss per share:
As reported................ $ (2.96) $ (2.99) $ (1.74)
Pro forma.................. $ (3.11) $ (3.14) $ (1.86)
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<PAGE> 71
The summary of the status of the Company's fixed stock option plans as of
February 28, 1999, 1998, and 1997, and changes during the years ending on
those dates is presented below:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------- ------------------------- --------------------------
Weighted-Average Weighted-Average Weighted-Average
Fixed Options Shares Exercise Price Shares Exercise Price Shares Exercise Price
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning
of year 790,098 $10.31 357,268 $25.84 374,151 $38.92
- -------------------------------------------------------------------------------------------------
Granted 28,208 2.18 622,788 2.66 169,834 11.03
Forfeited (21,286) 4.82 (189,958) 14.45 (186,717) 38.58
Expired -- -- -- -- -- --
- -------------------------------------------------------------------------------------------------
Outstanding
at end
of year 797,020 10.17 790,098 10.31 357,268 25.84
- -------------------------------------------------------------------------------------------------
Options
exercisable
at year-end 741,584 378,609 269,450
Weighted-
average fair
value of options
granted during
the year $ 2.18 $ 2.66 $ 9.78
- -------------------------------------------------------------------------------------------------
</TABLE>
The following table summarizes information about fixed stock options
outstanding at February 28, 1999:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
------------------------------------------------ ----------------------------
Range of Number Weighted-Average Weighted- Number Weighted-
Exercise Outstanding Remaining Average Exercisable Average
Prices at 02/28/99 Contractual Life Exercise Price at 02/28/99 Exercise Price
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 2.00 - 2.99 611,573 7.00 years $ 2.6055 561,892 $ 2.6164
4.00 - 4.99 10,447 7.08 years 4.0000 4,692 4.0000
37.00 -37.99 175,000 3.68 years 37.0000 175,000 37.0000
- -------------------------------------------------------------------------------------------------
Total 797,020 741,584
- -------------------------------------------------------------------------------------------------
</TABLE>
14. Segment Information
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on EBITDA.
F-30
<PAGE> 72
EBITDA is earnings before interest, taxes, depreciation and amortization
expense.
EBITDA should not be construed as an alternative to operating income as an
indicator of the Company's operating performance, or as an alternative to cash
flows from operational activities as a measure of liquidity. The Company has
presented EBITDA solely as a supplemental disclosure to facilitate a more
complete analysis of the Company's financial performance. The Company
believes that this disclosure enhances the understanding of the financial
performance of a company with substantial interest, depreciation and
amortization.
The Company had no inter-segment sales and accounts for transfers of
property and inventory at its net book value at the time of such transfer.
The Company's reportable segments, other than the leasing operation, are
similar in operations, but have distinct and separate regional markets.
The Company's management reviews the results of operations and analyzes
certain assets and additions to property and equipment based on its three
geographic gaming operations and its leasing operation. The Biloxi Properties
consists of the Biloxi casino and Broadwater Property; the Davenport
Properties consists of the Davenport casino and the Blackhawk Hotel; and the
St. Louis Properties consists of the St. Louis casino and Gateway Riverboat
Cruises.
<TABLE>
<CAPTION>
Years Ended February 28,
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES:
Biloxi Properties...................... $ 59,649 $ 44,628 $ 43,811
Davenport Properties................... 78,903 73,541 68,489
St. Louis Properties................... 63,944 67,866 70,856
--------- --------- ---------
Gaming and ancillary operations....... 202,496 186,035 183,156
Leasing Operation...................... 3,016 1,500 3,871
--------- --------- ---------
Net operating revenues............. $205,512 $187,535 $187,027
========= ========= =========
</TABLE>
F-31
<PAGE> 73
<TABLE>
<CAPTION>
<S> <C> <C> <C>
EBITDA (before development and
impairment expenses and gain/loss
on sale of property and equipment):
Biloxi Properties...................... $ 7,945 $ 672 $ (2)
Davenport Properties................... 16,262 14,215 13,601
St. Louis Properties................... 5,672 8,236 8,017
--------- --------- ---------
Gaming and ancillary operations....... 29,879 23,123 21,616
Leasing Operation...................... 2,075 979 2,877
--------- --------- ---------
Operations EBITDA.................. 31,954 24,102 24,493
OTHER COSTS AND EXPENSES:
Corporate expense...................... 4,734 4,578 5,020
Development expense.................... 6,921 2,655 1,116
Depreciation and amortization.......... 14,428 14,372 15,324
(Gain)/loss on sale of assets.......... 14 (726) (1,479)
Impairment expense..................... -- 396 728
Other expense, net..................... 19,263 16,994 13,704
--------- --------- ---------
Total other costs and expenses....... 45,360 38,269 34,413
--------- --------- ---------
LOSS BEFORE INCOME TAXES
AND MINORITY INTEREST................. (13,406) (14,167) (9,920)
Income tax benefit..................... -- -- 1,367
Minority interest...................... (1,486) (870) (232)
--------- --------- ---------
NET LOSS............................... $(14,892) $(15,037) $ (8,785)
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
February 28,
1999 1998
------ ------
<S> <C> <C>
Property and Equipment
Biloxi Properties..................... $ 49,251 $ 49,814
Davenport Properties.................. 24,239 26,987
St. Louis Properties.................. 39,624 42,852
--------- ---------
Gaming and ancillary operations.... 113,114 119,653
Leasing Operations.................... 28,572 29,309
--------- ---------
Operations' Assets.................. 141,686 148,962
Corporate Assets...................... 88 93
Development Assets.................... 966 11
--------- ---------
Net Property and Equipment........ $142,740 $149,066
========= =========
</TABLE>
F-32
<PAGE> 74
<TABLE>
<CAPTION>
Years Ended February 28,
1999 1998
------ ------
<S> <C> <C>
Additions to Property and Equipment:
Biloxi Properties..................... $ 2,355 $ 30,888
Davenport Properties.................. 1,883 2,672
St. Louis Properties.................. 1,871 1,339
--------- ---------
Gaming and ancillary operations.... 6,109 34,899
Leasing Operations.................... 1,103 448
--------- ---------
Operations' Assets.................. 7,212 35,347
Corporate Assets...................... 44 19
Development Assets.................... 966 8
--------- ---------
$ 8,222 $ 35,374
========= =========
</TABLE>
15. RELATED PARTY TRANSACTIONS
The Company is related to other entities through common ownership by its
principal owners or officers. The Company purchases promotional, travel,
personnel and various other services and products from such related parties.
The amounts charged are based on specific identification of the products and
services provided by such entities. The Company also leased its Biloxi,
Mississippi mooring site, parking facilities, offices and a warehouse from a
related party under operating leases, through July 23, 1997, at which time the
Company purchased the real estate and certain improvements (see Note 3). In
management's opinion, such related party transactions are equivalent to
amounts which would have been charged by unrelated third parties.
Transactions with such related parties occurring during the years ended
February 28, 1999, 1998 and 1997 are summarized as follows:
Description 1999 1998 1997
------------- ------ ------ ------
Rent.......................... $ -- $ 1,322 $ 3,286
Other products and services... 10 196 1,503
The Company, Mr. Connelly and certain other parties were defendants in
litigation involving The Broadwater Hotel complex. During February 1995, the
Company, as well as the other parties to such litigation, entered into a
settlement agreement pursuant to which all claims in such litigation were
dismissed with prejudice. In connection with the settlement, on February 17,
1995, the Company entered into a loan agreement with BH for principal amount
of $1,000 (the "Existing Note") to fund the first of four payments for the
litigation settlement. On February 15, 1996, the Existing Note was amended
and restated (the "Amended and Restated Note") to extend the maturity date one
calendar year and the Company entered into a second loan agreement (the "New
Note") with BH for principal amount of $1,000 to fund the third installment of
the settlement. The Amended and Restated Note and the New Note (collectively,
F-33
<PAGE>75
the "Notes") bore interest at the rate of 13.0% per annum payable monthly.
Principal on the Amended and Restated Note was payable on the earlier of (i)
February 8, 1998 or (ii) the transfer by BH of its interest in any one or more
of the following assets: the Broadwater Hotel and Resort, the Broadwater Tower
or the Broadwater Inn. In conjunction with the purchase of the Broadwater
Property in July 1997, the principal was redeemed (see Note 3). Interest
earned on such related party borrowings was $103 and $260 for the years ended
February 28, 1998 and 1997, respectively.
Mr. Connelly has guaranteed debt of the Company totaling $3,400 as of
February 28, 1999.
16. RELOCATION OF THE "ADMIRAL"
During July 1998, the Company and the City of St. Louis reached an agreement
for the relocation of the "Admiral," approximately 1,000 feet north from its
current location on the Mississippi River. This move is expected to enhance
access to the casino and raise the casino's flood resistance by approximately
four feet.
The aggregate cost to relocate the "Admiral" is expected to be approximately
$6,000. Under the terms of the agreement, the City will issue $3,000 in debt
to partially finance the move. The Company will pay for the remaining costs.
It is anticipated that the City will repay the $3,000 in debt from annual
allocations of $600 from the City's $1,200 annual home dock city public safety
fund. The move is expected to occur in late fiscal 2000, subject to certain
approvals, weather conditions and timely construction.
17. INSURANCE PROCEEDS
On April 4, 1998, several river barges broke free of their towboat and
struck the Company's St. Louis casino, the "Admiral," resulting in the
severing of several of the vessel's mooring lines and boarding ramps.
Although the boarding ramps were lost and significant costs were incurred
returning the "Admiral" to its mooring site, the vessel sustained no hull or
structural damage and minimal damage to its bow apron. There were no reports
of serious injuries to the approximate 2,300 guests and employees aboard.
The "Admiral" was closed to the public for 26 days, reopening on April 30,
1998. The Company incurred costs of $2,708 to repair the vessel, replace
boarding ramps and prepare the "Admiral" to reopen. Insurance deductibles
relating to the hull and business interruption claims total $1,120 and the
Company received insurance proceeds of $4,442. The Company recorded $3,765 as
"Retail and Other" revenue relating to its business interruption claim and for
expenses incurred to repair the vessel. An involuntary conversion gain of
$332 was recognized and included in "(Gain)/loss on sale of property and
equipment" to the extent insurance proceeds exceeded the net book value of the
destroyed assets. The insurance claims have not been finalized and claims are
being made against the owners of the towboat to recover insurance deductibles
and any damages not covered by or in excess of the insurance. While the
Company believes it has meritorious claims against the owner, there can be no
guarantee that the Company will be successful in recovering such costs.
F-34
<PAGE> 76
The Company suspended its Biloxi gaming operations from September 25, 1998
until October 1, 1998 due to Hurricane Georges. The casino sustained wind and
water damage from the storm as well as disruption of operations. The Company
recorded $199 in "Retail and Other" revenue to reflect insurance proceeds in
excess of the $300 business interruption deductible.
18. SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES
The components of net change in working capital accounts and long-term
assets and liabilities are as follows:
1999 1998 1997
------ ------ ------
Changes in working capital accounts:
Receivables, net........................... $ (924) $ (706) $ 961
Receivables from related parties........... -- 6 9
Inventories................................ 36 (261) (390)
Prepaid expenses and other current assets.. 704 (935) 103
Accounts payable........................... (799) 1,393 (1,567)
Accrued payroll and benefits............... 352 287 807
Other accrued expenses..................... (3,831) 2,665 (1,354)
Income taxes receivable/payable............ -- (183) (183)
Due to related parties..................... -- (50) (53)
-------- -------- --------
Net change in working capital accounts... $(4,462) $ 2,399 $(1,667)
======== ======== ========
Changes in long-term asset
and liability accounts:
Other non-current assets................... $ 231 $ (446) $ 188
Other liabilities.......................... -- -- (405)
-------- -------- --------
Net change in long-term asset
and liability accounts................. $ 231 $ (446) $ (217)
======== ======== ========
Supplemental schedule of noncash investing and financing activities:
Year Ended February 28, 1999 -- On December 3, 1998, the Company repurchased
$25,000 of its Senior Exchange Notes. The repurchase was funded by the
issuance of $25,000 of new 12% notes due September 15, 2001. A deferred gain
of $1,250 was recorded as a result of this transaction, which is being
amortized over the life of the notes.
Year Ended February 28, 1998 -- As discussed in Note 12, the Company issued
$10,000 Class B Unit of PBLLC. In conjunction with the purchase of the
Broadwater Property, the Company redeemed $2,016 debt owed to the Company by
Mr. Connelly and made a non-cash reimbursement of $53 to Mr. Connelly in
conjunction with the closing of the transaction and minority interest amounts
due. The Company also acquired $156 of assets under capital lease
obligations.
Year Ended February 28, 1997 -- There were no material non-cash investing or
financing activities in fiscal 1997.
F-35
<PAGE> 77
During fiscal years 1999, 1998 and 1997, the Company paid no income taxes.
During fiscal 1997, the Company received an income tax refund of $1,367.
Interest paid by the Company, net of amounts capitalized, was $17,226, $15,324
and $13,768 for the years ended February 28, 1999, 1998 and 1997,respectively.
19. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table sets forth consolidated income statement data for the
periods indicated. The quarterly information is unaudited, but in
management's opinion reflects all adjustments necessary for a fair
presentation of the information for the periods presented.
Fiscal 1999 Quarters Ended
May 31 Aug. 31 Nov. 30 Feb. 28
-------- --------- --------- ---------
Net operating revenues........... $ 52,023 $ 53,648 $ 50,956 $ 48,885
Operating income (loss).......... (528) 3,879 2,774 (268)
Loss before income tax
and minority interest.......... (5,351) (969) (2,059) (5,027)
Net loss......................... (5,720) (1,369) (2,414) (5,389)
========= ========= ========= =========
Basic and dilutive net
loss per share................. $ (1.14) $ (0.27) $ (0.48) $ (1.07)
======== ======== ======== ========
Fiscal 1998 Quarters Ended
May 31 Aug. 31 Nov. 30 Feb. 28
-------- --------- --------- ---------
Net operating revenues........... $ 46,132 $ 48,996 $ 45,898 $ 46,509
Operating income (loss).......... 552 2,815 386 (926)
Loss before income tax
and minority interest.......... (2,861) (1,126) (4,369) (5,811)
Net loss......................... (2,879) (1,348) (4,683) (6,127)
========= ========= ========= =========
Basic and dilutive net
loss per share................. $ (0.57) $ (0.27) $ (0.93) $ (1.22)
======== ======== ======== ========
20. SUMMARIZED AND CONDENSED FINANCIAL INFORMATION OF THE COMPANY
The following summarized and condensed financial information presents the
separate financial information of the parent company, the combined financial
information of the Non-Guarantors and the combined financial information of
the Guarantors of the Company's Senior Exchange Notes and Secured Notes as of
the dates presented (see Note 6).
The Company has incorporated two wholly-owned subsidiaries which are Non-
Guarantors, Charter Corp. (see Note 7) and BHI (see Note 12), and a limited
liability company which is a Non-Guarantor, PBLLC (see Note 6).
F-36
<PAGE> 78
All of the Guarantors (other than TCG) are wholly-owned subsidiaries of the
Company and are full joint and several guarantors of the Senior Exchange Notes
(limited only to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law). The guarantee of TCG, which is a
95%-owned partnership, is limited to the amount owed from time to time by TCG
to PRC Holdings ($0 as of February 28, 1999 and 1998). As security for the
obligations of the Company and the Guarantors under the Senior Exchange Notes
and the Secured Notes, the Company and the Guarantors have pledged their
equity interests in each Guarantor and all of their rights in certain
management agreements with, certain indebtedness from, and certain investments
in, certain gaming ventures. Separate financial information for TCG is
presented elsewhere herein.
F-37
<PAGE> 79
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 28, 1999
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 1 $ 17,323 $ (214) $ -- $ 17,110
Restricted cash................... -- -- 3,095 -- 3,095
Short-term investments............ -- 275 -- -- 275
Other current assets.............. 5,344 7,069 2,515 (7,995) 6,933
---------- ---------- ---------- ---------- ----------
Total current assets............ 5,345 24,667 5,396 (7,995) 27,413
---------- ---------- ---------- ---------- ----------
PROPERTY AND EQUIPMENT, NET......... -- 99,857 42,883 -- 142,740
---------- ---------- ---------- ---------- ----------
OTHER ASSETS:
Related party notes receivable.... 100,556 348,532 -- (449,088) --
Investments in subsidiaries....... 4,217 -- -- (4,217) --
Other assets...................... 2,011 492 202 -- 2,705
---------- ---------- ---------- ---------- ----------
Total other assets.............. 106,784 349,024 202 (453,305) 2,705
---------- ---------- ---------- ---------- ----------
$ 112,129 $ 473,548 $ 48,481 $(461,300) $ 172,858
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current maturities of
long-term debt.................. $ -- $ 590 $ 1,486 $ (190) $ 1,886
Accounts payable.................. 2 2,606 400 -- 3,008
Other current liabilities......... 5,315 22,679 2,140 (7,805) 22,329
---------- ---------- ---------- ---------- ----------
Total current liabilities....... 5,317 25,875 4,026 (7,995) 27,223
---------- ---------- ---------- ---------- ----------
LONG-TERM LIABILITIES:
Notes payable and capital
lease obligations................ 100,556 446,595 37,750 (449,088) 135,813
Other long-term liabilities....... -- -- 3,566 -- 3,566
---------- ---------- ---------- ---------- ----------
Total liabilities............... 105,873 472,470 45,342 (457,083) 166,602
---------- ---------- ---------- ---------- ----------
MINORITY INTEREST................... 12,464 1,034 11,430 (12,464) 12,464
STOCKHOLDERS' EQUITY (DEFICIT)...... (6,208) 44 (8,291) 8,247 (6,208)
---------- ---------- ---------- ---------- ----------
$ 112,129 $ 473,548 $ 48,481 $(461,300) $ 172,858
========== ========== ========== ========== ==========
</TABLE>
F-38
<PAGE> 80
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 28, 1998
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 1 $ 19,277 $ -- $ -- $ 19,278
Restricted cash................... -- -- 4,354 -- 4,354
Short-term investments............ -- 2,622 -- -- 2,622
Other current assets.............. 6,003 8,215 5,180 (11,826) 7,572
---------- ---------- ---------- ---------- ----------
Total current assets............ 6,004 30,114 9,534 (11,826) 33,826
---------- ---------- ---------- ---------- ----------
PROPERTY AND EQUIPMENT, NET......... -- 106,250 42,816 -- 149,066
---------- ---------- ---------- ---------- ----------
OTHER ASSETS:
Related party notes receivable.... 99,120 292,864 -- (391,984) --
Investments in subsidiaries....... 17,657 -- -- (17,657) --
Other assets...................... 2,019 2,001 344 -- 4,364
---------- ---------- ---------- ---------- ----------
Total other assets.............. 118,796 294,865 344 (409,641) 4,364
---------- ---------- ---------- ---------- ----------
$ 124,800 $ 431,229 $ 52,694 $(421,467) $ 187,256
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of
long-term debt.................. $ -- $ 590 $ 1,495 $ (190) $ 1,895
Accounts payable.................. -- 2,796 1,011 -- 3,807
Other current liabilities......... 6,018 26,585 4,841 (11,636) 25,808
---------- ---------- ---------- ---------- ----------
Total current liabilities....... 6,018 29,971 7,347 (11,826) 31,510
---------- ---------- ---------- ---------- ----------
LONG-TERM LIABILITIES:
Notes payable and capital
lease obligations................ 99,120 390,886 36,762 (391,984) 134,784
Other long-term liabilities....... -- -- 1,300 -- 1,300
---------- ---------- ---------- ---------- ----------
Total liabilities............... 105,138 420,857 45,409 (403,810) 167,594
---------- ---------- ---------- ---------- ----------
MINORITY INTEREST................... 10,978 550 10,428 (10,978) 10,978
STOCKHOLDERS' EQUITY................ 8,684 9,822 (3,143) (6,679) 8,684
---------- ---------- ---------- ---------- ----------
$ 124,800 $ 431,229 $ 52,694 $(421,467) $ 187,256
========== ========== ========== ========== ==========
</TABLE>
F-39
<PAGE> 81
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year Ended February 28, 1999:
Operating revenues................. $ -- $ 196,101 $ 14,344 $ (4,933) $ 205,512
Operating costs and expenses....... 153 192,128 12,307 (4,933) 199,655
---------- ---------- ---------- ---------- ----------
Operating income (loss).......... (153) 3,973 2,037 -- 5,857
Equity loss in consolidated
subsidiaries..................... (13,253) -- -- 13,253 --
Interest expense, net.............. -- (13,079) (6,184) -- (19,263)
---------- ---------- ---------- ---------- ----------
Loss before minority interest.... (13,406) (9,106) (4,147) 13,253 (13,406)
Minority interest.................. (1,486) (485) (1,001) 1,486 (1,486)
---------- ---------- ---------- ---------- ----------
Net loss....................... $ (14,892) $ (9,591) $ (5,148) $ 14,739 $ (14,892)
========== ========== ========== ========== ==========
Year Ended February 28, 1998:
Operating revenues................. $ -- $ 182,475 $ 10,435 $ (5,375) $ 187,535
Operating costs and expenses....... 95 180,668 9,320 (5,375) 184,708
---------- ---------- ---------- ---------- ----------
Operating income (loss).......... (95) 1,807 1,115 -- 2,827
Equity loss in consolidated
subsidiaries..................... (14,072) -- -- 14,072 --
Interest expense, net.............. -- (13,321) (3,673) -- (16,994)
---------- ---------- ---------- ---------- ----------
Loss before minority interest.... (14,167) (11,514) (2,558) 14,072 (14,167)
Minority interest.................. (870) (285) (585) 870 (870)
---------- ---------- ---------- ---------- ----------
Net loss....................... $ (15,037) $ (11,799) $ (3,143) $ 14,942 $ (15,037)
========== ========== ========== ========== ==========
Year Ended February 28, 1997:
Operating revenues................. $ -- $ 187,027 $ 5,404 $ (5,404) $ 187,027
Operating costs and expenses....... 101 183,355 5,191 (5,404) 183,243
---------- ---------- ---------- ---------- ----------
Operating income (loss).......... (101) 3,672 213 -- 3,784
Equity loss in consolidated
subsidiaries..................... (9,819) -- -- 9,819 --
Interest expense, net.............. -- (13,491) (213) -- (13,704)
---------- ---------- ---------- ---------- ----------
Loss before income taxes and
minority interest.............. (9,920) (9,819) -- 9,819 (9,920)
Income tax benefit................. 1,367 -- -- -- 1,367
Minority interest.................. (232) (232) -- 232 (232)
---------- ---------- ---------- ---------- ----------
Net loss....................... $ (8,785) $ (10,051) $ -- $ 10,051 $ (8,785)
========== ========== ========== ========== ==========
</TABLE>
F-40
<PAGE> 82
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED FEBRUARY 28, 1999
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $(14,892) $ (9,591) $ (5,148) $ 14,739 $(14,892)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization...... -- 13,339 1,089 -- 14,428
Gain on sale of fixed assets....... -- 14 -- -- 14
Lease amortization................. -- 2,190 -- -- 2,190
Equity loss in consolidated
subsidiaries..................... 13,253 -- -- (13,253) --
Minority interest.................. 1,486 485 1,001 (1,486) 1,486
Amortization of deferred
financing fees and discount...... 953 6 2,409 -- 3,368
Changes in assets and liabilities.. (1,505) 825 (3,551) -- (4,231)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities........... (705) 7,268 (4,200) -- 2,363
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (7,066) (1,156) -- (8,222)
Proceeds from the sale of property. -- 106 -- -- 106
Change in restricted cash.......... -- -- 1,259 -- 1,259
Purchase of lease options.......... -- (856) -- -- (856)
Maturity of short-term investments. -- 2,347 -- -- 2,347
Investment in subsidiaries......... 187 -- -- (187) --
Other.............................. -- -- -- -- --
--------- --------- --------- --------- ---------
Net cash used in
investing activities........... 187 (5,469) 103 (187) (5,366)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable........ 25,000 -- -- -- 25,000
Repayment of notes payable......... (23,750) (400) -- -- (24,150)
Payments on capital
lease obligations................ -- -- (15) -- (15)
Change in intercompany accounts.... (732) (3,165) 3,897 -- --
Capital distributions.............. -- (187) -- 187 --
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... 518 (3,752) 3,882 187 835
--------- --------- --------- --------- ---------
NET DECREASE IN CASH
AND CASH EQUIVALENTS............... -- (1,953) (215) -- (2,168)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 1 19,277 -- -- 19,278
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 1 $ 17,324 $ (215) $ -- $ 17,110
========= ========= ========= ========= =========
</TABLE>
F-41
<PAGE> 83
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED FEBRUARY 28, 1998
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $(15,037) $(11,799) $ (3,143) $ 14,942 $(15,037)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization...... -- 13,569 803 -- 14,372
Gain on sale of fixed assets....... -- (722) (4) -- (726)
Impairment of long-lived assets.... -- 396 -- -- 396
Lease amortization................. -- 1,917 -- -- 1,917
Equity (income) loss in
consolidated subsidiaries........ 14,072 -- -- (14,072) --
Minority interest.................. 870 285 585 (870) 870
Amortization of deferred
financing fees and discount...... 1,039 9 1,386 -- 2,434
Changes in assets and liabilities.. (321) 2,308 (34) -- 1,953
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities........... 623 5,963 (407) -- 6,179
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (5,479) (29,895) -- (35,374)
Proceeds from the sale of property. -- 1,520 81 -- 1,601
Change in restricted cash.......... -- -- (4,354) -- (4,354)
Purchase of lease options.......... -- (1,325) -- -- (1,325)
Purchase of short-term investments. -- (2,022) -- -- (2,022)
Investment in subsidiaries......... (519) (104) -- 623 --
Minority interest.................. (104) -- (208) 208 (104)
Other.............................. -- (78) 13 -- (65)
--------- --------- --------- --------- ---------
Net cash used in
investing activities........... (623) (7,488) (34,363) 831 (41,643)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable........ -- -- 30,000 -- 30,000
Repayment of notes payable......... -- (400) -- -- (400)
Proceeds from capital lease refund. -- -- 108 -- 108
Payments on capital
lease obligations................ -- -- (81) -- (81)
Change in intercompany accounts.... -- (4,431) 4,639 (208) --
Capital contributions.............. -- 519 104 (623) --
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... -- (4,312) 34,770 (831) 29,627
--------- --------- --------- --------- ---------
NET DECREASE IN CASH
AND CASH EQUIVALENTS............... -- (5,837) -- -- (5,837)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 1 25,114 -- -- 25,115
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 1 $ 19,277 $ -- $ -- $ 19,278
========= ========= ========= ========= =========
</TABLE>
F-42
<PAGE> 84
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED FEBRUARY 28, 1997
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $ (8,785) $(10,051) $ -- $ 10,051 $ (8,785)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization...... -- 14,604 720 -- 15,324
Impairment of long-lived assets.... -- 728 -- -- 728
Equity (income) loss in
consolidated subsidiaries........ 9,819 -- -- (9,819) --
Other.............................. 1,289 (893) -- (232) 164
Changes in assets and liabilities.. (497) (2,253) 866 -- (1,884)
--------- --------- --------- --------- ---------
Net cash provided by
operating activities........... 1,826 2,135 1,586 -- 5,547
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (10,582) -- -- (10,582)
Proceeds from the sale of property. -- 14,245 -- -- 14,245
Purchase of lease options.......... -- (3,368) -- -- (3,368)
Investment in subsidiaries......... (1,826) -- -- 1,826 --
Other.............................. -- 556 83 -- 639
--------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities........... (1,826) 851 83 1,826 934
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable......... -- (400) -- -- (400)
Payments on capital
lease obligations................ -- (10) (712) -- (722)
Net change in intercompany accounts -- 965 (965) -- --
Capital contributions.............. -- 1,826 -- (1,826) --
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... -- 2,381 (1,677) (1,826) (1,122)
--------- --------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS............... -- 5,367 (8) -- 5,359
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 1 19,745 10 -- 19,756
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 1 $ 25,112 $ 2 $ -- $ 25,115
========= ========= ========= ========= =========
</TABLE>
F-43
<PAGE> 85
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended February 28, 1999, 1998 and 1997
(in thousands)
Additions
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions End of Year
----------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Allowance for Doubtful Accounts Receivable:
Year ended February 28, 1999............... $ 382 $ 348 $ (373)(a) $ 357
Year ended February 28, 1998............... 393 268 (279)(a) 382
Year ended February 28, 1997............... 423 271 (302)(a) 393
Allowance for Deferred Income Tax
Asset Valuation:
Year ended February 28, 1999............... 44,447 8,381 (b) -- 52,828
Year ended February 28, 1998............... 38,468 5,979 (b) -- 44,447
Year ended February 28, 1997............... 36,287 2,181 (b) -- 38,468
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
(b) Recognition criteria under SFAS No. 109 not satisfied.
</TABLE>
F-44
<PAGE> 86
INDEPENDENT AUDITORS' REPORT
To the Partners of
The Connelly Group, L.P.:
We have audited the accompanying balance sheets of The Connelly Group, L.P., a
limited partnership, (the "Partnership") (an affiliate of President Casinos,
Inc., see Note 1) as of February 28, 1999 and 1998, and the related statements
of operations, partners' preferred redeemable capital and general capital, and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of February 28, 1999
and 1998, and the results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.
May 14, 1999
F-45
<PAGE> 87
<TABLE>
<CAPTION>
THE CONNELLY GROUP, L.P.
BALANCE SHEETS
(in thousands)
Feb. 28, Feb. 28,
1999 1998
------ ------
<S>
ASSETS
<C> <C>
CURRENT ASSETS:
Cash and cash equivalents...................... $ 7,192 $ 7,850
Receivables (net of allowance for doubtful
accounts of $65 and $119).................... 21 255
Receivables from related parties............... 5 450
Inventories.................................... 658 628
Prepaid expenses and other current assets...... 270 287
--------- ---------
Total current assets......................... 8,146 9,470
--------- ---------
PROPERTY AND EQUIPMENT, NET...................... 19,719 22,758
--------- ---------
OTHER ASSETS..................................... 295 433
--------- ---------
$ 28,160 $ 32,661
========= =========
LIABILITIES, PARTNERS' PREFERRED REDEEMABLE
CAPITAL AND GENERAL CAPITAL
CURRENT LIABILITIES:
Accounts payable............................... $ 422 $ 688
Accrued payroll and benefits................... 1,835 1,815
Other accrued expenses......................... 2,738 2,652
Due to related parties......................... 312 365
--------- ---------
Total current liabilities.................... 5,307 5,520
--------- ---------
LONG-TERM DEBT:
Notes payable.................................. 2,251 2,251
--------- ---------
Total liabilities.......................... 7,558 7,771
--------- ---------
COMMITMENTS AND CONTINGENT LIABILITIES........... -- --
--------- ---------
PARTNER'S PREFERRED REDEEMABLE CAPITAL
(redeemable at book value)..................... -- 13,000
--------- ---------
PARTNERS' GENERAL CAPITAL........................ 20,602 11,890
--------- ---------
$ 28,160 $ 32,661
========= =========
See Notes to Financial Statements.
</TABLE>
F-46
<PAGE> 88
THE CONNELLY GROUP, L.P.
STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
Years Ended February 28,
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES:
Gaming................................. $ 71,549 $ 67,210 $ 62,456
Food and beverage...................... 5,646 5,416 5,467
Retail and other....................... 826 721 684
Less promotional allowances............ (3,644) (3,481) (3,461)
--------- --------- ---------
Total operating revenues............. 74,377 69,866 65,146
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Gaming and gaming cruise............... 41,139 38,980 36,202
Food and beverage...................... 3,201 3,019 3,172
Retail and other....................... 516 438 340
Selling, general and administrative.... 12,859 12,580 11,345
Depreciation and amortization.......... 4,296 4,267 3,970
Charter fees to related parties........ -- -- 350
Management fees to related parties..... 2,997 2,814 2,619
--------- --------- ---------
Total operating costs and expenses... 65,008 62,098 57,998
--------- --------- ---------
OPERATING INCOME....................... 9,369 7,768 7,148
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income........................ 120 135 155
Interest expense (related party
interest expense of $0, $62 and
$579)................................ (200) (376) (802)
--------- --------- ---------
Total other expense.................. (80) (241) (647)
--------- --------- ---------
NET INCOME............... ............. $ 9,289 $ 7,527 $ 6,501
========= ========= =========
See Notes to Financial Statements.
</TABLE>
F-47
<PAGE> 89
<TABLE>
<CAPTION>
THE CONNELLY GROUP, L.P.
STATEMENTS OF PARTNERS' PREFERRED REDEEMABLE CAPITAL
AND GENERAL CAPITAL
(in thousands)
Partners' General Capital
---------------------------------------
Partner's Limited General Total
Preferred Partner's Partner's Partners'
Redeemable General General General
Capital Capital Capital Capital
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Years Ended February 28, 1997,
1998 and 1999:
Balance as of February 29, 1996....... $ 14,494 $ 33 $ 1,534 $ 1,567
Capital distributions................. (1,884) -- -- --
Net income allocated.................. 1,884 232 4,385 4,617
--------- --------- --------- ---------
Balance as of February 28, 1997....... 14,494 265 5,919 6,184
Capital distributions................. (3,315) -- -- --
Net income allocated.................. 1,821 285 5,421 5,706
--------- --------- --------- ---------
Balance as of February 28, 1998....... 13,000 550 11,340 11,890
Capital distributions................. (13,577) -- -- --
Net income allocated.................. 577 483 8,229 8,712
--------- --------- --------- ---------
Balance as of February 28, 1999....... $ -- $ 1,033 $ 19,569 $ 20,602
========= ========= ========= =========
See Notes to Financial Statements.
</TABLE>
F-48
<PAGE> 90
<TABLE>
<CAPTION>
THE CONNELLY GROUP, L.P.
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended February 28,
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................... $ 9,289 $ 7,527 $ 6,501
Adjustments to reconcile net income to
net cash provided by
operating activities:
Depreciation and amortization......... 4,296 4,267 3,970
Amortization of deferred
financing costs..................... -- -- 26
(Gain) loss on disposal of
property and equipment.............. -- 35 (4)
Changes in assets and liabilities:
Receivables, net.................... 234 (46) 22
Receivables from related parties.... 445 (442) (8)
Inventories......................... (30) (126) (103)
Prepaid expenses.................... 17 64 (54)
Other non-current assets............ 138 140 (179)
Accounts payable.................... (266) 130 (362)
Accrued payroll and benefits........ 20 145 256
Other accrued expenses.............. 86 (393) 185
Due to related parties.............. 76 (28) 9
--------- --------- ---------
Net cash provided by operating activities. 14,305 11,273 10,259
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment
($0, $68 and $120 to related parties).. (1,257) (2,525) (4,388)
Proceeds from sales of property and
equipment............................. -- 5 21
--------- --------- ---------
Net cash used in investing activities..... (1,257) (2,520) (4,367)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital distributions to
related parties........................ (13,706) (5,071) (150)
Repayment of advances and subordinated
debt from related parties.............. -- (4,329) (254)
--------- --------- ---------
Net cash used in financing activities..... (13,706) (9,400) (404)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS........................ (658) (647) 5,488
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR...................... 7,850 8,497 3,009
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.. $ 7,192 $ 7,850 $ 8,497
========= ========= =========
See Notes to Financial Statements.
</TABLE>
F-49
<PAGE> 91
THE CONNELLY GROUP, L.P.
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands unless otherwise stated)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation -- The Connelly Group, L.P. ( the "Partnership") is a
Delaware limited partnership which was organized in January 1990. The
Partnership was formed to own, manage and operate the President Riverboat
Casino, a riverboat gaming operation, and ancillary facilities in Davenport,
Iowa.
In December 1992, all preferred and general capital interests, except a
limited partner's general capital interest of 5%, were contributed by the
general partners to a newly formed corporation, President Casinos, Inc.
("PCI") in exchange for common stock. PCI subsequently transferred its
ownership interest in the Partnership to a wholly-owned subsidiary, President
Riverboat Casino-Iowa, Inc. ("PRC-Iowa"). PCI and its affiliates are engaged
in the business of owning, operating, managing and developing entertainment
oriented operations with its primary focus on riverboat gaming.
The financial statements include only those assets, liabilities, revenues
and expenses which relate to the Partnership.
Cash and Cash Equivalents -- Cash and cash equivalents include interest
earning deposits with maturities of ninety days or less at date of purchase.
Inventories -- Inventories, consisting principally of food, beverage, retail
items and operating supplies, are stated at the lower of first-in, first-out
(FIFO) cost or market.
Property and Equipment -- Property and equipment are recorded at cost.
Repairs and maintenance are charged to expense as incurred. Improvements are
capitalized. Depreciation and amortization are computed on a straight-line
basis over the following estimated useful lives:
Riverboat, barges and improvements. 9 - 20 years
Leasehold improvements............. 4 - 9 years
Furnishings and equipment.......... 5 - 10 years
Gaming Revenues and Promotional Allowances -- In accordance with industry
practice, the Partnership recognizes as gaming revenues the net win from
gaming activities, which is the difference between gaming wins and losses.
All other revenues are recognized by reference to the service provided.
Revenues include the retail value of food, beverage and other items provided
on a complimentary basis to customers. The estimated departmental costs of
providing such promotional allowances are included in gaming costs and
expenses and consist of the following:
1999 1998 1997
------ ------ ------
Food and beverage......... $ 1,813 $ 1,630 $ 1,510
Other..................... 63 55 142
F-50
<PAGE> 92
Indirect Expenses -- Certain indirect expenses of operating departments such
as selling, general and administrative, depreciation and amortization and
management fees are shown separately in the accompanying statements of
operations and are not allocated to their respective departmental operating
costs and expenses.
Income Taxes -- The Partnership is not subject to federal and state income
taxes. Taxable income and losses of the Partnership are reportable on the
income tax returns of the respective partners.
Self-Insurance -- The Partnership is partially self-insured for both
employee liability and third party liability costs. The self-insurance claim
liability is determined based on claims filed and an estimate of claims
incurred but not reported.
Use of Management Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the amounts of revenues and expenses
during the reporting period. Actual results may differ from those estimates.
Recoverability of Long-Lived Assets to be Held and Used in the Business --
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset or a
group of assets may not be recoverable. The Company considers a history of
operating losses or a change in the Company's intended use of the asset to be
primary indicators of potential impairment. Assets are grouped and evaluated
for impairment at the lowest level for which there are identifiable cash flows
that are largely independent of the cash flows of other groups of assets (the
"Asset"). The Company deems the Asset to be impaired if a forecast of
undiscounted future operating cash flows directly related to the Asset,
including disposal value if any, is less than its carrying amount. If the
Asset is determined to be impaired, the loss is measured as the amount by
which the carrying amount of the Asset exceeds its fair value. Fair value is
based on quoted market prices in active markets, if available. If quoted
market prices are not available, an estimate of fair value is based on the
best information available, including prices for similar assets or the results
of valuation techniques such as discounting estimated future cash flows.
Considerable management judgment is necessary to estimate fair value.
Accordingly, actual results could vary significantly from such estimates.
Reclassifications -- Certain amounts for fiscal 1998 and 1997 have been
reclassified to conform with fiscal 1999 financial statement presentation.
F-51
<PAGE> 93
2. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
1999 1998
------ ------
Riverboat, barges and improvements... $ 19,459 $ 19,314
Leasehold improvements............... 7,759 7,586
Furnishings and equipment............ 16,455 15,294
Construction in progress............. 28 273
--------- ---------
43,701 42,467
Accumulated depreciation
and amortization................. (23,982) (19,709)
--------- ---------
Property and equipment, net.......... $ 19,719 $ 22,758
========= =========
3. NOTES PAYABLE
Notes payable consisted of a bank line of credit, prime plus 0.5% (combined
rate of 8.25% as of February 28, 1999.) The bank line of credit is
collateralized by a first mortgage on a boat and first mortgages on real
property with net book values of $6,938 and $3,957, respectively, as of
February 28, 1999, various personal property and an assignment of various
contracts. The real property consists of assets of The Blackhawk Hotel which
is a subsidiary of PCI. During March 1997, the line of credit was increased
to $4,500, of which $2,249 is available as of February 28, 1999. The line of
credit reduces by $900 each March 31 and terminates in March fiscal 2001. The
line of credit also limits additional borrowings without the lender's prior
consent.
4. OPERATING LEASES
The Partnership leases various office facilities, parking lots, equipment
and levee property. The levee lease and its associated parking lot lease
expire in 2017 and a second parking lot lease expires in 2002 with a fifteen-
year renewal option. The various other leases are for periods of 24 to 60
months. Future minimum lease commitments under these noncancellable long-term
operating leases consisted of the following:
Years Ending February 28/29:
2000....................... $ 586
2001....................... 309
2002....................... 257
2003....................... 232
2004....................... 239
Thereafter................. 4,193
---------
Total.................... $ 5,816
=========
Rental expense incurred under operating leases was $1,984, $1,440 and $1,579
for the years ended February 28, 1999, 1998 and 1997, respectively. Rent
F-52
<PAGE> 94
expense during fiscal 1997 includes the charter of a riverboat from a related
party (see Note 8).
5. EMPLOYEE BENEFIT PLAN
The Partnership participates in an employee savings plan sponsored by PCI,
which covers all full-time employees. Pursuant to this savings plan,
participating employees may contribute (defer) a percentage of eligible
compensation. Employee contributions to the savings plan, up to certain
limits, are partially matched by the Partnership. The expense applicable for
the Partnership's contribution to the savings plan was $145, $141 and $143 for
the years ended February 28, 1999, 1998 and 1997, respectively.
6. PARTNER'S PREFERRED REDEEMABLE CAPITAL
The preferred capital has cumulative distribution rights of 13% on the
stated value which have been accrued as of February 28, 1998 and 1997. The
preferred capital is redeemable out of future cash flows of the Partnership,
to the extent available as defined in the partnership agreement.
The preferred redeemable capital was originally recorded at the historical
cost of assets and advances contributed by the partners which were entities
under common control and such carrying value was less than the stated value of
the preferred capital a set forth in the partnership agreement. The
Partnership accrued the difference between the recorded value and stated value
each year to the extent of available net income. The preferred redeemable
capital had cumulative distribution rights of 13% on the stated value which
were accrued as of February 28, 1998 and 1997. During fiscal year 1999, the
Partnership distributed $13,577 to fully redeem the partner's preferred
capital.
7. PARTNERS' GENERAL CAPITAL
The partnership agreement provides for the allocation of income (losses)
between the general partner and limited partner at 95% and 5%, respectively,
after preferred capital accounts are allocated their cumulative preferred
return and any difference between the carrying value and stated value of
preferred capital is accrued. The limited partner's capital account cannot be
reduced below zero.
8. RELATED PARTY TRANSACTIONS
The Partnership is related to other entities through common ownership by its
partners or principal officers. The Partnership purchased various services
and purchased or leased property and equipment from such related parties. The
amounts charged were based on specific identification of the products or
services provided. In addition, the Partnership entered into management
advisory agreements with the general partner for advisory services related to
gaming and riverboat operations. The agreements provide for management fees
F-53
<PAGE> 95
based on a percentage of revenues. Transactions with such related parties
consisted of the following:
1999 1998 1997
------ ------ ------
Management fees............ $ 2,997 $ 2,814 $ 2,619
Riverboat charter.......... -- - 350
Property and equipment..... -- 68 120
Hotel, retail and other.... 308 456 262
Interest................... -- 62 579
Miscellaneous services..... -- -- 23
9. COMMITMENTS AND CONTINGENT LIABILITIES
Legal Proceedings
The Partnership is a party to legal proceedings arising in the normal
conduct of business. Management believes that the final outcome of these
matters will not have a material adverse effect upon the Partnership's
financial position or results of operations.
Agreement with the City Of Davenport
The Partnership and the City of Davenport (the "City") are parties to an
agreement, which provides, among other things, for the following:
Boarding Fees -- The Partnership, pursuant to Chapter 99F of the Iowa Code
and an ordinance enacted by the City, is required to pay the City an annual
minimum fee equal to the greater of $559 or 50 cents per passenger boarding
the "President".
Docking Fees -- The Partnership is required to make docking fee payments to
the City. The Partnership has guaranteed the City an annual lump sum payment
of a base amount plus a per passenger payment for each passenger in excess of
1,117,579 passengers during the period April 1 to March 31. Such base and per
passenger amounts for the periods ended March 31, 1999, 1998 and 1997 were
$141, $136 and $131, and 12.7 cents, 12.2 cents and 11.7 cents, respectively.
Both base and per passenger amounts are subject to an annual increase of 4.0%.
The Company is required to prepay such docking fees for the following twelve
month period.
Special Payments in Lieu of Property Taxes -- The Partnership is required to
make a special payment in lieu of property taxes on the guest service barge.
The Partnership has guaranteed the City an annual lump sum payment of $124
plus 20.0 cents per passenger for each passenger in excess of 1,117,579 during
each calendar year.
Exclusive Agreement -- The Partnership will not pursue a gaming license in
any other Iowa city or in Rock Island County, Illinois.
Boat Operations -- The Partnership may not substitute another vessel to
replace the "President" in Davenport, Iowa provided that an average of 2,250
passengers per day during the cruise season is maintained. If such passenger
F-54
<PAGE> 96
count is not maintained or if there is a material adverse change in the Iowa
gaming law, the Partnership will be permitted to substitute an 800 passenger
boat. However, temporary substitution during U.S. Coast Guard mandated hull
inspections is permitted.
Operator's Contract
The Partnership and the Riverboat Development Authority (the "Authority"),
an Iowa non-profit corporation, entered into an operator's contract on
December 28, 1989, which enables the Partnership to be the operator of an
excursion gambling boat pursuant to the rules and regulations of the Iowa
Racing and Gaming Commission ("IRGC"). This contract was last amended on
March 1, 1998. The contract, as amended, requires the Partnership to make
payments of $28 weekly and an amount equal to one dollar and fifty cents for
each admission in excess of 1,117,579 admissions for the period April 1
through March 31 of each year. The Partnership is also required to pay an
annual payment of 2% of adjusted gaming receipts in excess of $34,000 for each
of the Authority's fiscal years commencing July 1. The current contract
expires February 28, 2002.
Gaming Referendum
A proposition to extend the referendum approving riverboat gaming operations
in Scott County, Iowa, must be submitted to the county electorate at the
general election held in calendar year 2002, and the general election held at
each subsequent eight-year interval.
Guarantee of Indebtedness
The Partnership, along with certain wholly-owned subsidiaries of PCI, has
guaranteed on a senior subordinated basis certain debt of PCI. The
Partnership's guarantee is limited to the amount owed from time to time by the
Partnership to a subsidiary of PCI. The Partnership had no indebtedness to
the subsidiary of PCI in either of the fiscal years ended February 28, 1999 or
1998.
Other
In July 1996, a law was enacted by the U.S. Congress establishing a National
Gaming Impact and Policy Commission to conduct a comprehensive study of the
social and economic impacts of gambling in the United States and make
recommendations for changes to the policies governing gambling that the
Commission may deem appropriate. A report is expected to be made by the
Commission in June 1999. While it is not possible at this time to predict the
outcome of the Commission's deliberations, any further regulation at the
federal level would result in further regulation of the Company's gaming
operations which could have a material adverse impact on the Company's future
results of operations.
F-55
<PAGE> 97
10. SUPPLEMENTAL STATEMENT OF CASH FLOWS DISCLOSURES
Supplemental schedule of noncash investing and financing activities:
Years ended February 28, 1999 and 1998 -- No material noncash investing and
financing activities occurred.
Year ended February 28, 1997 -- A noncash capital distribution to related
parties of $1,734 was recorded.
Interest paid by the Partnership was $202, $420 and $803 for the years ended
February 28, 1999, 1998 and 1997, respectively.
11. RECONCILIATION OF GAMING REVENUE REPORTED ON THE STATEMENTS OF OPERATIONS
TO NET WIN REPORTED TO THE IRGC
1999 1998 1997
------ ------ ------
Gaming revenue reported on
the Statements of Operations..... $ 71,549 $ 67,210 $ 62,456
Change in progressive
liability (1).................... 154 (528) (22)
Change in slot hopper
inventory (2).................... -- (55) 55
--------- --------- ---------
Net win reported to IRGC....... $ 71,703 $ 66,627 $ 62,489
========= ========= =========
(1) In accordance with industry practice, the Partnership accrues a liability
for progressive jackpots and reduces gaming revenue by an equal amount.
This adjustment is necessary to reconcile gaming revenue reported on an
accrual basis on the Statements of Operations to net win reported on a
cash basis to the IRGC.
(2) In accordance with IRGC regulations, the total slot machine hopper
inventory level was determined by actual counts performed on a test basis.
The estimated change from the initial inventory level has been accrued as
a reduction of gaming revenue. The reduction had not yet been reported to
the IRGC as an adjustment to adjusted gross revenue in fiscal 1997.
F-56
<PAGE> 98
THE CONNELLY GROUP, L.P.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended February 28, 1999, 1998 and 1997
(in thousands)
<TABLE>
<CAPTION>
Additions
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions End of Year
----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Allowance for Doubtful Accounts Receivable:
Year ended February 28, 1999............... $ 119 $ 148 $ (202)(a) $ 65
Year ended February 28, 1998............... 195 67 (143)(a) 119
Year ended February 28, 1997............... 166 79 (50)(a) 195
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
</TABLE>
F-57
<PAGE> 99
PRESIDENT CASINOS, INC.
EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of the Company, as amended. (21)
3.2 By-Laws of the Company, as amended. (19)
4.1 Indenture dated as of August 26, 1994, by and among the Company,
the Guarantors and United States Trust Company of New York ("U.S.
Trust"). (6)
4.1.1 Registration Rights Agreement dated August 26, 1994, by and among
the Company, the Guarantors and Holders listed on Schedule A
thereto. (6)
4.1.2 Form of Senior Exchange Note issued pursuant to Indenture. (5)
4.1.3 Warrant Agreement dated as of September 23, 1993, by and between
the Company and U.S. Trust, as Warrant agent. (4)
4.1.4 Warrant Agreement dated as of August 26, 1994, by and between the
Company and U.S. Trust. (6)
4.1.5 Subsidiary Stock Pledge and Collateral Assignment Agreement dated
as of August 26, 1994, by the Company and Subsidiary Pledgors in
favor of U.S. Trust, as collateral agent. (6)
4.2 Rights Agreement, dated as of November 20, 1997, between the
Company and ChaseMellon Shareholder Services, LLC. (22)
4.3 Agreement to Exchange Securities, dated December 3, 1998 by and
among President Casinos, Inc., President Riverboat Casino-Iowa,
Inc., President Riverboat Casino-Missouri, Inc., The President
Riverboat Casino-Mississippi, Inc., TCG/Blackhawk, Inc., P.R.C.-
Louisiana, Inc., President Riverboat Casino-New York, Inc.,
President Casino New Yorker, Inc., PRC Holdings Corporation, PRC
Management, Inc., PRCX Corporation, President Riverboat Casino-
Philadelphia, Inc., Vegas, Vegas, Inc., and The Connelly Group,
L.P. and each holder of the Company's 13% Senior Exchange Notes
due 2001. (24)
4.3.1 Indenture dated as of December 3, 1998, among President Casinos,
Inc., President Riverboat Casino-Iowa, Inc., President Riverboat
Casino-Missouri, Inc., The President Riverboat Casino-Mississippi,
Inc., TCG/Blackhawk, Inc., P.R.C.-Louisiana, Inc., President
Riverboat Casino-New York, Inc., President Casino New Yorker,
Inc., PRC Holdings Corporation, PRC Management, Inc., PRCX
Corporation, President Riverboat Casino-Philadelphia, Inc., Vegas,
Vegas, Inc. and The Connelly Group, L.P., and U.S. Trust Company
of Texas, N.A. (24)
10.1 Amended and Restated Agreement of Limited Partnership of The
Connelly Group, L.P. ("TCG"). (1)
10.2 Agreement between the Company and John E. Connelly. (2)
10.3 Employment Agreement dated November 4, 1992, between the Company
and Mr. Connelly. (2)
10.3.1 Amendment No. 1 to Employment Agreement dated December 15, 1994,
between the Company and Mr. Connelly. (9)
10.3.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between President Casinos, Inc. and John E. Connelly. (23)
10.4 Employment Agreement dated November 4, 1992, between the Company
and Edward S. Ellers. (2)
10.4.1 Amendment No. 1 to Employment Agreement dated March 13, 1995,
between the Company and Mr. Ellers. (9)
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10.4.2 Employment Separation and Consulting Agreement dated July 10,
1995, by and between Mr. Ellers and the Company. (10)
10.5 Mutual General Release and Non-Disparagement Agreement dated May
29, 1995, between the Company and Gary Selesner. (12)
* 10.6 The Company's 1992 Stock Option Plan, as amended. (5)
* 10.6.1 The Company's 1996 Amended and Restated Stock Option Plan. (16)
* 10.6.2 The Company's 1997 Stock Option Plan. (20)
10.7 Amended and Restated Davenport-Connelly Development Agreement
dated November 29, 1990, between TCG and the City of Davenport,
Iowa (the "Development Agreement"). (1)
10.7.1 First Amendment to the Development Agreement dated August 21,
1991.(1)
10.7.2 Second Amendment to the Development Agreement dated April 10,
1992.(1)
10.7.3 Amendment to the Development Agreement dated March 1, 1998.
10.8 Operator's Contract dated December 28, 1989, between the Riverboat
Development Authority and TCG. (1)
10.8.1 Amendment to Operator's Contract, dated December 29, 1993, between
the Riverboat Development Authority and TCG. (5)
10.9 Lease dated November 29, 1990, between the City of Davenport, Iowa
and TCG. (1)
10.10 Management Advisory Agreement for TCG. (1)
10.11 Credit Agreement dated as of March 11, 1991, among TCG,
TCG/Blackhawk ("Blackhawk") and Firstar Bank Davenport, N.A.
("Firstar"). (1)
10.11.1 Note dated March 11, 1991, from TCG and Blackhawk to Firstar. (1)
10.11.2 Security Agreement dated March 11, 1991 between TCG and Firstar.
(1)
10.11.3 First Preferred Fleet Mortgage dated March 11, 1991, from TCG to
Firstar. (1)
10.11.4 Mortgage, Security Agreement, Fixture Financing Statement and
Assignment of Leases and Rents, dated March 11, 1991, by TCG to
Firstar on the Landing Promenade Property. A similar mortgage has
been given to Firstar by Blackhawk on the Blackhawk Hotel. (1)
10.11.5 Amendment to Note dated March 16, 1993, from TCG and Blackhawk
to Firstar. (2)
10.11.6 Second Amendment to Note dated March 31, 1997, from TCG and
Blackhawk to Firstar. (17)
10.12 Lease Agreement dated January 16, 1985, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "Former
'President' Lease"). (1)
10.12.1 Amended Lease Agreement dated July 16, 1990, amending the Former
"President" Lease. (1)
10.12.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the Former "President" Lease. (1)
10.13 Lease Agreement dated August 7, 1986, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "'Belle of St.
Louis' Lease"). (1)
10.13.1 Amended Lease Agreement dated July 16, 1990, amending the "Belle
of St. Louis" Lease. (1)
10.13.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the "Belle of St. Louis" Lease. (1)
10.14 Lease Agreement dated November 30, 1988 between the City of St.
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<PAGE> 101
Louis and J. Edward Connelly Associates, Inc ("JECA") (the "'Becky
Thatcher' Lease"). (1)
10.14.1 Amended Lease Agreement dated July 16, 1990, amending the "Becky
Thatcher" Lease. (1)
10.14.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Becky Thatcher" Lease. (1)
10.15 Lease Agreement dated June 16, 1988, between the City of St. Louis
and JECA (the "Office Barge Lease"). (1)
10.15.1 Amended Lease Agreement dated July 16, 1990, amending the Office
Barge Lease. (1)
10.15.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the Office Barge Lease. (1)
10.16 Lease Agreement dated December 20, 1983 between the City of St.
Louis and S.S. Admiral Partners (the "'Admiral' Lease"). (1)
10.16.1 Amendment and Assignment of Mooring Lease dated December 12, 1990,
amending the "Admiral" Lease. (1)
10.16.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Admiral" Lease. (1)
10.17 Promissory Note (Vessel-Term) dated July 8, 1992, from The
President Riverboat Casino-Mississippi, Inc. ("President
Mississippi") to Caterpillar. (3)
10.17.1 Loan Agreement dated July 31, 1992, between President Mississippi
and Caterpillar. (1)
10.17.2 Preferred Fleet Mortgage dated July 8, 1992, between President
Mississippi and Caterpillar. (1)
10.18 Form of Indemnification Agreement for Directors and Officers. (1)
10.19 Letter Agreement dated as of March 1, 1992, between Mr.
Connelly, Della III, Inc. and Mr. Ellers. (2)
10.20 Agreement among the Company, Mr. Connelly, Mr. Ellers, TCG, Della
III, Inc. and Klehr, Harrison, Harvey, Branzburg & Ellers. (3)
10.21 General Partnership Agreement of President R.C.-St. Regis
Management Company dated as of August 9, 1993. (4)
10.21.1 Management Agreement dated October 26, 1993, between The St. Regis
Mohawk Tribe and President R.C.-St. Regis Management Company
("President R.C.-St. Regis"). (4)
10.21.2 Amended and Restated Management Agreement between the St. Regis
Mohawk Tribe and President R.C.-St. Regis. (7)
10.21.3 Second Amended and Restated Management Agreement dated December 1,
1995, between The St. Regis Mohawk Tribe and President R.C.-St.
Regis. (11)
10.21.4 Third Amended and Restated Management Agreement dated April 18,
1996, by and between the St. Regis Mohawk Tribe and President
R.C.-St. Regis. (13)
10.21.5 Agreement for Purchase of Partnership Interest dated September 24,
1997, by and among Massena Management Corp., Gary A. Melius,
Native American Management Corp., PRC-St. Regis, Inc. and Naussau
County Native American, Inc.
10.21.6 Agreement dated September 24, 1997, by and among Massena
Management LLC, Native American Management Corp., Gary A. Melius,
PRC-St. Regis, Inc. and Massena Management Corp.
10.22 Lease Agreement, dated as of December 14, 1993, by and between
Liberty Landing Associates ("Liberty Landing") and President
Riverboat Casino-Philadelphia, Inc. ("President Philadelphia").(4)
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<PAGE> 102
10.22.1 First Amendment to Lease Agreement, dated July 31, 1996, by and
between President Philadelphia and Liberty Landing. (15)
10.22.2 Second Amendment to Lease Agreement, dated July 31, 1996, by and
between Liberty Landing and President Philadelphia. (15)
10.22.3 Modification to First Amendment to Lease Agreement, dated
September 12, 1997, by and between Liberty Landing and President
Philadelphia. (19)
10.22.4 Assignment, dated as of December 14, 1993, pursuant to which
Liberty Landing assigns, transfers and sets over unto President
Philadelphia all of the rights, title and interest of Liberty
Landing in, to and under that certain Master Agreement to Lease,
dated September 25, 1989, by and between Philadelphia Port
Corporation and Liberty Landing, as amended. (4)
10.22.5 Letter Agreement dated May 7, 1996, by and between President
Philadelphia, Liberty Landing, The Sheet Metal Workers'
International Association Local Union #19, Delaware Avenue
Development Corp. and Delaware-Washington Corp. (13)
10.23 Option Agreement dated July 31, 1996, by and between Liberty
Landing and President Philadelphia. (15)
10.23.1 Modification to Option Agreement dated December 12, 1996, by and
between Liberty Landing and President Philadelphia. (16)
10.23.2 Second Modification to Option Agreement, dated September 12,
1997, by and between Liberty Landing and President Philadelphia
(19)
10.23.3 First Amendment to Corporate Guaranty dated July 31, 1996, by
The Company. (15)
10.23.4 Third Modification to Option Agreement, dated October 22, 1998,
by and between Liberty Landing Associates, and President
Riverboat Casino-Philadelphia, Inc. (25)
10.24 Charter Agreement dated February 17, 1995, by and between American
Gaming & Entertainment, Ltd. ("AGE") and the President Mississippi
Charter Corporation ("Charter Corp."). (8)
10.24.1 Subcharter Agreement dated February 17, 1995, by and between
Charter Corp. and President Mississippi. (8)
10.24.2 Collateral Assignment Agreement dated February 17, 1995, by
Charter Corp. to AGE. (8)
10.24.3 First Amendment to Charter, dated October 30, 1998 (effective as
of December 1, l997), by and between American Gaming &
Entertainment, Ltd. ("AGEL"), owner, and President Mississippi
Charter Corporation, with the concurrence of the following
parties: AmGam Associates, American Gaming & Resorts of
Mississippi, Inc., the Official Committee of the Unsecured
Creditors of AmGam, the Official Committee of the Unsecured
Creditors of AGRM, AGEL and Shamrock Holdings, Inc. (formerly
known as Bennett Holdings Group, Inc.). (25)
10.25 Employment Agreement dated March 13, 1995, by and between the
Company and John S. Aylsworth. (9)
10.25.1 Option Agreement dated March 13, 1995, by and between John S.
Aylsworth and the Company. (12)
10.25.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between President Casinos, Inc. and John S. Aylsworth. (23)
10.26 Promissory Note dated February 17, 1995, from BH Acquisition Corp.
("BH") to PRC Management, Inc. ("PRC Management"). (12)
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<PAGE> 103
10.26.1 Surety Agreement dated February 13, 1995, between John E. Connelly
and PRC Management. (12)
10.26.2 Amended and Restated Promissory Note dated February 15, 1996, from
BH to PRC Management. (13)
10.26.3 Promissory Note dated February 15, 1996, from BH to PRC
Management. (13)
10.26.4 Amended and Restated Surety Agreement dated February 15, 1996,
between John E. Connelly and PRC Management. (13)
10.26.5 Collateral Pledge Agreement dated February 15, 1996, between
Connelly Hotel Associates, Inc. and PRC Management. (13)
10.27 Charter Agreement dated October 27, 1994, by and between President
Riverboat Casino-New York, Inc. ("President New York") and
Missouri Gaming Company. (12)
10.28 Charter Agreement dated August 17, 1995, by and among New Yorker
Acquisition Corporation, Barden-Davis Casino, LLC and the
Company. (11)
10.29 Charter Agreement dated August 18, 1995, by and between President
New York and Greater Dubuque Riverboat Entertainment Company, L.C.
("GDRE"). (11)
10.29.1 Amendment to Charter Agreement dated August 18, 1995, by and
between President New York and GDRE. (11)
10.29.2 Asset Acquisition Agreement dated July 30, 1996, by and between
President New York and GDRE. (15)
10.30 Employment Agreement dated November 1, 1995, by and between the
Company and James A. Zweifel. (11)
10.30.1 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between President Casinos, Inc. and James A. Zweifel. (23)
10.31 Mutual Release and Non-Disparagement Agreement dated November 14,
1995, by and between David Friedman and the Company, Mr. Connelly,
Mr. Aylsworth, Floyd R. Ganassi, William C. Nelson, Russell L.
Ray, Terrence L. Wirginis and Karl G. Andren. (11)
10.32 "Natatorium Site" Lease Agreement dated July 20, 1995, by and
between the City of Davenport, Iowa and TCG through the President
Riverboat Casino-Iowa, Inc. (the "Natatorium Site Lease"). (11)
10.33 Independent Contractor Consulting Agreement dated May 15, 1996, by
and between the Company and Terrence Wirginis. (13)
10.33.1 Employment Agreement dated May 1, 1996, by and between the Company
and Mr. Wirginis. (13)
10.33.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between President Casinos, Inc. and Terrence L. Wirginis.
(23)
10.34 Letter of Intent Agreement, dated as of July 17, 1996, by and
between President Mississippi and Primadonna Resorts, Inc. (14)
10.34.1 Letter of Intent Agreement, dated as of July 17, 1996, by and
between BH and Primadonna Resorts, Inc. (14)
10.35 Asset Purchase Agreement dated October 14, 1996, by and between
President New York and Southern Illinois Riverboat/Casino Cruises,
Inc. (16)
* 10.36 1998 Fiscal Year Management Incentive Plan Participant Form. (17)
10.37 Promissory Note dated July 22, 1997, by and between President
Broadwater Hotel, L.L.C. (Broadwater LLC) and Lehman Brothers
Holdings Inc. ("Lehman"). (18)
10.37.1 Redemption Agreement dated July 22, 1997, by and among JECA and
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<PAGE> 104
Broadwater LLC and Broadwater Hotel, Inc. (18)
10.37.2 Indemnity Agreement dated July 22, 1997, by Broadwater LLC, the
Company and President Mississippi, jointly and severally, in favor
of Lehman. (18)
10.37.3 Indemnity and Guaranty Agreement dated July 22, 1997, by the
Company and President Mississippi in favor of Lehman. (18)
10.37.4 Unconditional Guaranty of Lease Obligations dated July 22, 1997,
by the Company. (18)
10.37.5 Amended and Restated Limited Liability Company Operating
Agreement, dated as of July 22, 1997, by and between JECA and
Broadwater Hotel, Inc. (18)
10.38 Public Trust Tidelands Lease Agreement dated August 6, 1992, by
and between the Secretary of State, with the approval of the
Governor, for and on behalf of the State of Mississippi, and BH
Acquisition Corporation.
10.38.1 Amendment to Public Trust Tidelands Lease Agreement dated November
10, 1993, by and between the Secretary of State, with the approval
of the Governor, for and on behalf of the State of Mississippi,
and BH Acquisition Corporation.
10.38.2 Amendment No. 1 to the Lessee's Assignment of Public Trust
Tidelands Lease dated July 22, 1997, between J. Edward Connelly
Associates, Inc., successor by merger to BH Acquisition
Corporation, and President Broadwater Hotel, LLC.
10.39 Public Trust Tidelands Lease of Fast Lands dated December 31,
1996, by and between the Secretary of State, with approval of the
Governor, for and on behalf of the State of Mississippi, and BH
Acquisition Corporation.
10.39.1 Amendment No. 1 to the Lessee's Assignment of Fast Lands Lease
dated July 22, 1997, between J. Edward Connelly Associates, Inc.,
successor by merger to BH Acquisition Corporation, and President
Broadwater Hotel, Inc.
21 Schedule of subsidiaries of the Company.
23.1 Consent of Deloitte & Touche, L.L.P. with respect to the Company's
Registration Statements on Form S-8, as filed on June 8, 1994 and
January 8, 1998.
27 Financial Data Schedule as required under EDGAR.
__________________
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-48446) filed on June 5, 1992.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-1 (Registration No. 33-63174), filed on May 21, 1993.
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1993 filed on June 1, 1993.
(4) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-71332) filed November 5, 1993.
(5) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated June 8, 1994.
(6) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-86386) filed November 15, 1994.
(7) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended May 31, 1994 filed July 14, 1994.
(8) Incorporated by reference from the Company's Report on Form 8-K dated
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<PAGE> 105
February 7, 1995.
(9) Incorporated by reference from the Company's Report on Form 8-K dated
March 16, 1995.
(10) Incorporated by reference from the Company's Report on Form 8-K dated
July 10, 1995.
(11) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1995 filed January 12,
1996.
(12) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1995 filed on May 30, 1995.
(13) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 29, 1996 filed on May 30, 1996.
(14) Incorporated by reference from the Company's Report on Form 8-K
dated July 30, 1996.
(15) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1996 filed October 15,
1996.
(16) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1996 filed January 14,
1997.
(17) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1997 filed on May 30, 1997.
(18) Incorporated by reference from the Company's Report on Form 8-K dated
July 24, 1997.
(19) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1997 filed October 10,
1997.
(20) Incorporated by reference from the Company's Definitive Proxy Statement
for the 1997 Annual Meeting of Stockholders.
(21) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated January 8, 1998.
(22) Incorporated by reference from the Company's Registration Statement on
Form 8-A dated December 5, 1997.
(23) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1998 filed October 15,
1998.
(24) Incorporated by reference from the Company's Report on Form 8-K
dated December 15, 1998.
(25) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1998 filed January 14,
1999.
* Compensatory plan filed as an exhibit pursuant to Item 14(c) of this
report.
F-64
EXHIBIT 10.38
PUBLIC TRUST TIDELANDS LEASE
STATE OF MISSISSIPPI
COUNTY OF HINDS
THIS AGREEMENT, made and entered into this the 6th day of August, 1992, by
and between the SECRETARY OF STATE, with the approval of the GOVERNOR, for and
on behalf of the STATE OF MISSISSIPPI, hereinafter referred to as "LESSOR",
and BH ACQUISITION CORPORATION, a corporation registered to do and doing
business in the State of Mississippi, hereinafter referred to as "LESSEE."
WITNESSETH:
THAT FOR THE TERM and in consideration of the rentals hereinafter set forth,
and covenants, conditions, and obligations to be observed and performed by the
LESSEE, LESSOR does hereby lease and rent unto LESSEE, pursuant to the
authority of MISS. CODE ANN. Section 29-1-107 (Supp. 1991), all submerged
lands or tidelands and superjacent water column, hereinafter referred to as
SAID PROPERTY within the following described parcel, to-wit:
A parcel of land situated in Section 35, Township 7 South, Range 10 West,
City of Biloxi, Second Judicial District, Harrison County, Mississippi,
and more particularly described as follows, to-wit:
Commencing at a chiseled cross cut in the top of the concrete seawall at
the intersection of the West line of the Property described in Land Deed
Records of Harrison County in Book 134 at Page 456, with said concrete
seawall; thence run from said Point of Beginning N88 degrees 15'E along
said concrete seawall a distance of 874.65 ft. to a point; thence run S00
degrees 26'E along said concrete seawall a distance of 1500 ft. to a
point; thence run S88 degrees 14'15"W a distance of 867.66 ft. to a
point; thence run N00 degrees 42'W a distance of 1500 ft. to the Point
of Beginning.
1. TERM.
The primary term of this lease shall be for ten (10) years, beginning on the
1st day of August 1992, and terminating on the 31st day of July, 2002. If
LESSEE has complied with all material terms, covenants, conditions, and
obligations of this lease, as of the expiration of the primary term, LESSEE
shall have the option to extend this lease for a renewal term of five (5)
years under the same terms and provisions of this lease, subject to
renegotiation of annual rental based on appraisal obtained by the LESSOR.
2. CONSIDERATION.
The parties hereto agree that SAID PROPERTY contains 544,064, more or less,
square feet of submerged lands. During the period August 1, 1992, to July 31,
1997, LESSEE covenants and agrees to pay annual rental to LESSOR in the sum of
TWO HUNDRED AND NINETY-FIVE THOUSAND AND NO/100THS ($295,000.00) DOLLARS.
Payment of the first year's rent shall be made in four (4) installments, with
one payment of Fifty Thousand Dollars ($50,000.00) being made on September 1,
1992, and the remaining balance of Two Hundred Forty-Five Thousand Dollars
<PAGE> 107
($245,000.00) being paid in three (3) equal installments on the first days of
October, November and December, 1992.
3. RENT ADJUSTMENT.
LESSOR shall, at the end of the first five year period of the lease term,
determine the annual rental in accordance with MISS. CODE ANN. Sec. 29-1-
107(2) (Supp. 1991) or as amended by subsequent legislation and the adopted
and published rules of the Secretary of State for the administration, control
and leasing of public trust tidelands, as amended and revised. In the event
LESSOR and LESSEE cannot agree on an adjusted rental amount, the lease may be
canceled at the option of the LESSOR.
4. PLACE OF PAYMENT.
Subject to Item 2 above regarding the first year's payment, rent shall be
payable annually on or before August 1 to the STATE OF MISSISSIPPI and shall
be submitted to the SECRETARY OF STATE or his successor in office, through the
Public Lands Division, 401 Mississippi Street, Post Office Box 136, Jackson,
Mississippi 39205.
5. INTEREST PENALTY FOR PAST DUE RENT BALANCES.
LESSEE shall pay a late charge equal to interest at the rate of twelve
percent (12%) per annum from the date due until paid on any lease rentals,
fees, or other charges due and payable hereunder, which are not paid within
thirty (30) days of their due date.
6. RIGHT TO RE-LEASE.
Pursuant to MISS. CODE ANN. Section 29-1-107 (Supp. 1991), LESSEE is hereby
granted the prior right, exclusive of all other persons, to re-lease at the
expiration of this lease, as may be agreed upon between LESSEE and LESSOR.
7. TAXES, SURVEY COSTS, RECORDING FEES.
LESSEE covenants and agrees to pay any and all general taxes and special
assessments, if ever any there be, applicable to the above described property
and LESSEE'S interest therein and improvements thereon; further, LESSEE
covenants and agrees to pay any and all survey costs and recording fees in
connection with this lease or any other fees so determined by law.
8. TRANSFERABILITY OF LEASE.
LESSEE shall NOT sublease, assign, or transfer SAID PROPERTY without the
written permission of the SECRETARY OF STATE or his successor, which
permission shall not arbitrarily or unreasonably be withheld. This
restriction shall not apply to any future assignment by LESSEE to an affiliate
corporation or wholly owned subsidiary of LESSEE. LESSEE does agree to notify
LESSOR of any future such transfer within thirty (30) days of same.
9. PUBLIC ACCESS ASSURED.
LESSEE covenants and agrees to maintain public access to SAID PROPERTY
during the term of the lease, and, in addition, makes the following solemn,
material covenants with regard to the filled tidelands which surround the
LEASES PREMISES:
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<PAGE> 108
(1) Free access shall be guaranteed to members of the public for a wide
variety of recreational activities. Although Lessee shall use approximately
the eastern two-thirds (2/3) of the tract of filled tidelands at the Southern
end of the Broadwater Marina for a landscaped parking lot, approximately the
western one-third (1/3) of this area of the marina will be designated and
landscaped as a park for the use and enjoyment of casino customers, hotel
guests, marina visitors and members of the public for strolling, jogging and
picnicking, subject to rules and regulations reasonably necessary to ensure
the safety and convenience of all users. Fishing, crabbing and sunbathing
shall be allowed on the west peninsula of the marina (and future pier-
breakwater - see item 3 below) which shall be set aside and specifically
designated for such use by members of the public, subject to rules and
regulations reasonably necessary to ensure the safety and convenience of all
users.
(2) The three (3) rest room facilities presently located on said filled
tidelands shall be opened and maintained for public use.
(3) Within one (1) year of execution of this lease, a combination pier-
breakwater shall be constructed adjacent to the west peninsula in order to
mitigate the impact on fisherman of limiting fishing activities to said west
peninsula. Free access to said pier shall be guaranteed to members of the
public for purposes including, but not limited to, fishing and crabbing,
subject to rules and regulations reasonably necessary to ensure the safety and
convenience of all users.
(4) No fee shall be required for vehicular parking.
These covenants are made by LESSEE as mitigation in exchange for LESSOR'S
agreement to pose no objection to LESSEE'S use of approximately the eastern
two-thirds of the tract of filled tidelands at the southern end of the
Broadwater Marina for landscaped parking lots. In the event that the
Mississippi Supreme Court should determine that the State of Mississippi is
not the owner of the filled tidelands in the case pending at Docket No. 90-CA-
0692 (commonly known as the "Bill Byrd" lawsuit) these covenants shall no
longer be applicable as obligations of Lessee.
10. DEFAULT.
The parties herein expressly agree that if DEFAULT shall be made in the
payment of any tax assessment or rent due pursuant to this lease, then and in
any such event of DEFAULT it shall be lawful for LESSOR to enter upon SAID
PROPERTY, or any part thereon, upon LESSOR'S thirty (30) day written notice to
LESSEE within which LESSEE may cure such DEFAULT, either with or without
process of law, to re-enter and repossess the same, and to distrain for any
rent or assessment that may be due thereon, at the election of LESSOR, but
nothing herein is to be construed to mean that LESSOR is not permitted to hold
the said LESSEE liable for any unpaid rent or assessment to that time. As to
all other conditions, covenants, and obligations imposed on LESSEE herein,
enforcement shall be by proceeding at law or in equity against any person
violating or attempting to violate said conditions, covenants, and obligations
to restrain violation and to recover damages, if any, including reasonable
expenses of litigation and reasonable attorney's fees, which LESSEE expressly
agrees to pay. Such enforcement by proceedings at law or in equity may be
3
<PAGE> 109
instituted at any time after thirty (30) days written notice to LESSEE if the
default or violation has not been corrected within that thirty (30) day
period. Invalidation of any provision of this lease by judgement or court
court order shall operate as an approved CANCELLATION of this lease.
11. FORFEITURE, DEFAULT OR CANCELLATION.
In the event of any FORFEITURE, DEFAULT OR CANCELLATION of this lease or
termination of the term as aforesaid, LESSEE shall quit, deliver up and
surrender possession of all submerged lands which comprise SAID PROPERTY, and
thereupon this lease and all agreement and covenants on LESSOR'S behalf to be
performed and kept, shall cease, terminate and be utterly void, the same as if
the lease had not been made. In addition thereof, LESSOR shall be entitled to
whatever remedies it may have at law or equity for the collection of any
unpaid rental hereunder, or for any other sums, for damages or otherwise, that
it may have sustained on account of LESSEE'S nonfulfillment or nonperformance
of the terms and conditions of this lease.
Immediately upon the termination of this lease, whether by FORFEITURE,
DEFAULT OR CANCELLATION, LESSOR shall be entitled to take possession of SAID
PROPERTY absolutely, and custom, usage, or law to the contrary
notwithstanding. If LESSEE declines or fails to remove structures and
equipment occupying and erected upon the leased premises within ninety (90)
days after expiration or termination of this lease, such structures and
equipment will be deemed forfeited by LESSEE, and may be removed and/or sold
by LESSOR after ten (10) days written notice by certified mail addressed to
LESSEE.
Any costs incurred by LESSOR in removal of said structures and equipment
shall be paid for from the proceeds of sale of such structures and equipment.
If funds derived from sale of structures and equipment are insufficient to pay
costs of removal, LESSOR shall have, and is hereby granted a lien upon the
interest, if any, of LESSEE enforceable by law provided.
12. RENT NOT REFUNDABLE.
LESSOR and LESSEE agree that any rent paid during the term of this lease is
non-refundable and LESSEE waives any right or claim he may have to refund of
rents paid under the term of this lease.
13. IMPROVEMENTS.
LESSOR acknowledges that the improvements which presently exist and which
are to be constructed on SAID PROPERTY are not the property of LESSOR. LESSEE
shall not construct under the terms of this lease any building or pier of any
type on adjoining State property, except the pier - breakwater provided for in
Item 9(3) above.
14. RESTRICTIONS ON USE.
LESSEE shall comply with any and all applicable federal, state, county or
city laws, statues, regulations, building codes, building requirements, safety
or conservation regulations, fire codes, ordinances, pollution standards, or
zoning regulations.
If LESSEE fails to make permitted use of SAID PROPERTY or abandons SAID
PROPERTY, or uses SAID PROPERTY in violation of any applicable law or
4
<PAGE> 110
regulation as aforesaid, this lease may be terminated or canceled by LESSOR
after thirty (30) days written notice to LESSEE.
15. SUSPENSION OR CANCELLATION OF LICENSE.
Should the Gaming Commission suspend or cancel the gaming license pursuant
to which the "dockside casino" contemplated by this lease is operated, said
suspension or cancellation shall, at the option of the LESSOR, be sufficient
grounds for immediate termination of the lease and removal of the casino
vessel at the sole expense of LESSEE.
16. NO CLAIM OF TITLE OR INTEREST.
LESSEE, in accepting this lease, does hereby agree that no claim of title or
interest to SAID PROPERTY shall be made by reason of the occupancy or use
thereof; that all title and interest to SAID PROPERTY is vested in the LESSOR.
LESSEE further acknowledges and agrees that he is entitled to no rights to
adjoining submerged lands, tidelands or sand beach as a result of this lease.
17. CATASTROPHIC DESTRUCTION.
In the event of catastrophic destruction by natural causes of LESSEE'S
improvements on SAID PROPERTY, LESSEE may terminate this lease at its option,
provided SAID PROPERTY is surrendered in a condition at least equal to that at
the inception of this lease. LESSOR agrees that it shall interpose no
objection should LESSEE decide to rebuild those improvements demolished in
such a catastrophe.
18. DUE DILIGENCE.
LESSEE shall be responsible for any damages that may be caused to LESSOR'S
property by the activities of LESSEE under this lease, and shall exercise due
diligence in the protection of all improvements or other property of LESSOR,
which may be located on SAID PROPERTY or in the vicinity thereof, against
damage or waste from any and all causes. LESSEE shall not deposit any refuse
on any State property adjoining SAID PROPERTY. Disposition of refuse and
waste shall be consistent with local and State health regulations.
19. INDEMNITY AND HOLD HARMLESS.
LESSEE agrees to hold and save harmless, protect and indemnify LESSOR from
and against any and all loss, damages, claims, suits or actions at law or
equity, judgements and costs, including attorney's fees, which may arise or
grow out of any injury or death of persons or loss or damage to property
connected with LESSEE'S exercise of any right granted or conferred hereby, or
LESSEE'S use, maintenance, operation or condition of the property herein
leased or the activities thereon conducted by LESSEE or The President
Riverboat Casino - Mississippi, Inc., whether sustained by LESSEE, his
respective agents or employees, or by any other persons, or corporations which
seek to hold LESSOR liable.
20. QUIET AND PEACEFUL POSSESSION.
LESSEE shall have quiet and peaceful possession of SAID PROPERTY so long as
compliance is made by LESSEE with the terms of this agreement. LESSEE agrees
to deliver possession of SAID PROPERTY peaceably and promptly within ten (10)
days after the expiration or termination of this lease.
5
<PAGE> 111
21. RIGHT OF ENTRY.
LESSOR reserves the right to enter onto SAID PROPERTY to inspect the
premises to determine compliance with the lease terms herein.
22. PERMITTED USE.
All property of LESSEE shall be maintained by LESSEE at LESSEE'S expense and
in a clean, orderly, healthful, and attractive condition subject to inspection
by LESSOR or his representative at any time. It is expressly agreed by and
between the parties that LESSEE will not occupy or use, nor permit to be
occupied or used, SAID PROPERTY for any business deemed hazardous, nor will
LESSEE permit the same to be used for any immoral or unlawful purposes.
It is specifically agreed that LESSEE will use SAID PROPERTY for the docking
of a single gaming vessel as shown in Exhibit A and as a marina for
recreational pleasure craft. A minimum of fifty percent (50%) of the marina's
berths shall be available to members of the public on a "first come, first
served" basis at current competitive rates. The casino operation and related
activities on the gaming vessel shall be conducted by Mississippi Gaming
Licensee The President Riverboat Casino - Mississippi, Inc. Marina operations
shall be conducted by LESSEE.
23. LESSOR NOT RESPONSIBLE.
LESSEE assumes full responsibility for the condition of the premises and
LESSOR shall not be liable or responsible for any damages or injuries caused
by any vices or defects therein to LESSEE or to any occupant or to anyone in
or on SAID PROPERTY who derives his right to be thereon from LESSEE. LESSEE
agrees to maintain the leased premises in good condition, keeping the
structures and equipment located thereon in a good state of repair in the
interests of public health and safety.
24. LIABILITY INSURANCE.
LESSEE shall secure and maintain throughout the term of the lease a
liability insurance policy providing coverage in an amount not less than
Twenty-Five Million Dollars ($25,000,000.00) Combined Single Limit per
occurrence/Twenty-Five Million Dollars ($25,000,000.00) Aggregate against
accidents, death or bodily injury or loss or damage to property occurring on
or in connection to SAID PROPERTY, or LESSEE'S vessel, or arising out of or
associated with any activity of LESSEE on SAID PROPERTY.
25. RESERVATION OF MINERAL RIGHTS.
LESSEE further covenants and agrees that this lease and interest of LESSEE
SHALL NOT include any mineral, oil or gas, coal, lignite, or other
subterranean rights WHATSOEVER.
26. RIGHT TO CANCEL UPON INSOLVENCY OF LESSEE.
LESSEE covenants and agrees that if a execution or process is levied upon
SAID PROPERTY or if a Petition in Bankruptcy be filed by or against LESSEE in
any court of competent jurisdiction, LESSOR shall have the right, at its
option, to cancel this lease. LESSEE covenants and agrees that this lease and
the interest of LESSEE hereunder shall not, without the written consent of the
SECRETARY OF STATE or his successor first obtained, be subject to garnishment
or sale under execution or otherwise in any suit or proceeding which may be
brought by or against said LESSEE.
6
<PAGE> 112
27. WAIVER NOT A DISCHARGE.
No failure, or successive failures, on the part of LESSOR to enforce any
provisions, nor any waiver or successive waivers on its part of any provisions
herein, shall operate as a discharge thereof or render the same inoperative or
impair the right of LESSOR to enforce the same upon any renewal thereof or in
the even of subsequent breach or breaches.
28. CANCELLATION UPON FAILURE TO COMPLY.
LESSEE'S failure to comply with the provisions of this lease shall result,
at the option of LESSOR, in the termination or cancellation of this lease
within thirty (30) days after written notice of default is given, except as
set forth in Article 15.
29. LESSEE acknowledges that it executes this lease with full knowledge of
the Notice of Lis Pendens filed at Lis Penden Book B, Pages 112-113, in the
Second Judicial District of Harrison County, Mississippi, Cause No. 92-07309-H
in the District Court of Dallas County, Texas, 160th Judicial District; and of
the lawsuit styled "Broadwater Beach Hotel and Casino, Inc. and Broadwater
Associates J.V. v. Dick Molpus, Secretary of State, State of Mississippi,"
Cause No. 21394 in the Chancery Court of Harrison County, Mississippi, Second
Judicial District.
30. NOTICE.
All notifications required under the terms of this lease shall be made to
the parties at the following addresses:
Secretary of State: 401 Mississippi Street
Post Office Box 136
Jackson, Mississippi 39205
BH Acquisition Corporation: Attention: John Connelly, President
2110 Beach Blvd.
Biloxi, Mississippi 39531
With copy to:
Dan M. McDaniel
Heidelberg & Woodliff
Post Office Box 23040
Jackson, Mississippi 39225-3040
31. LAWS OF MISSISSIPPI TO GOVERN.
This agreement is to be governed by the laws of the STATE OF MISSISSIPPI,
both as to interpretation and performance.
7
<PAGE> 113
IN WITNESS WHEREOF, this lease is executed by LESSOR and LESSEE, this the
6th day of August, 1992.
LESSOR:
STATE OF MISSISSIPPI
DICK MOLPUS
SECRETARY OF STATE
BY: /s/ James O. Nelson
---------------------------------------
JAMES O. NELSON, II
ASSISTANT SECRETARY OF STATE
FOR PUBLIC LANDS
LESSEE:
BH ACQUISITION CORPORATION
By: /s/ John E. Connelly
---------------------------------------
JOHN CONNELLY
PRESIDENT
APPROVED BY THE GOVERNOR of the State of Mississippi on the 12th day of
August, 1992.
/s/ Kirk Fordice
------------------------------------------
GOVERNOR
EXHIBIT 10.38.1
PUBLIC TRUST TIDELANDS LEASE AMENDMENTS
STATE OF MISSISSIPPI
COUNTY OF HINDS
WHEREAS, under date of August 6, 1992, a Public Trust Tidelands Lease was
executed by and between the SECRETARY OF STATE, with the approval of the
GOVERNOR, for and on behalf of the STATE OF MISSISSIPPI, "LESSOR", and BH
ACQUISITION CORPORATION, a corporation registered to do and doing business in
the State of Mississippi, "LESSEE", a Memorandum of said Public Trust
Tidelands Lease having been recorded in Book 246, Page 201, of the records of
the Chancery Clerk of the Second Judicial District of Harrison County,
Mississippi, and which lease covered certain lands situated in the Second
Judicial District of Harrison County, Mississippi, "SAID PROPERTY", described
as follows, to-wit:
All submerged lands or tidelands and superjacent water column within the
following described parcel:
A parcel of land situated in Section 35, Township 7 South, Range 10 West,
City of Biloxi, Second Judicial District, Harrison County, Mississippi,
and more particularly described as follows, to-wit:
Commencing at a chiseled cross cut in the top of the concrete sea wall at
the intersection of the west line of the property described in Land Deed
Records of Harrison County in Book 134 at Page 456, with said concrete
sea wall; thence run from said point of beginning North 88 degrees 15'
East along said concrete sea wall a distance of 874.65 feet to a point;
thence run South 00 degrees 26' East along said concrete sea wall a
distance of 1500 feet to a point; thence run South 88 degrees 14' 15"
West a distance of 867.66 feet to a point; thence run North 00 degrees
42' West a distance of 1500 feet to the point of beginning.
AND WHEREAS, in Paragraph 2 of the lease, the parties agreed that SAID
PROPERTY contains 544,064, more or less square feet of submerged lands, and
that an annual rental of $295,000.00 was to be paid by the Lessee during the
10 year primary term, and any extensions thereof, subject to rental
adjustments as provided for in Paragraph 3 of said lease. The annual rental
provided for in said lease was based upon an appraisal of SAID PROPERTY
considering that it would contain therein one (1) effective gaming vessel
area, and the parties now desire to amend the annual consideration set forth
in Paragraph 2 of said lease to now recite the sum of Five Hundred Twenty-Five
Thousand Dollars ($525,000.00) as an annual rental to accommodate an
additional or new casino vessel or barges to be located within an additional
effective gaming vessel area within said property. In making this amendment,
however, the parties hereto agree that the current rental amount set forth in
the August 6, 1992 lease shall remain the applicable rate until such time as
the additional or new vessel or barges is/are moored on the leased premises,
and that the Lessee shall have the flexibility to change its plans in the
future and return to casino operations on only one casino vessel, containing
no more casino floor space than the original vessel, and contained in the
<PAGE> 115
original effective gaming area by filing a Notice of Amendment with the
Lessor, which shall also allow the Lessee at the next annual payment due date
to resume payment of the annual rental as called for under the original Public
Trust Tidelands Lease. These alternatives may be located within a portion of
the leased premises containing 111,316.28 square feet to be located at the
southeast corner of the marina's inner basin and may accommodate such vessel
or vessels accommodating a total of not more than 41,000 square feet of gaming
floor space (both threshold amounts being subject to the 10% tolerance factors
provided for below).
AND WHEREAS, as one of the lease conditions set forth in Paragraph 9 of said
lease provided in Sub-Part 1 thereunder it is stated that the western one-
third (1/3) of the tract of filled tidelands at the southern end of the
Broadwater Marina is to be set aside for and landscaped as a park for the use
and enjoyment of the public. The parties now desire to amend said lease by
substituting the following paragraph in lieu of the existing Sub-Part 1 of
Paragraph 9:
(1) Free access shall be allowed to members of the public for a wide
variety of recreational activities. Although Lessee may use the tract of
filled tidelands at the Southern end of the Broadwater Marina for casino
access and parking lot (which may include a two story garage facility, should
Lessee desire to construct same during the term of this lease or any extension
thereof, and Paragraph 13 is modified to this extent). Lessee specifically
agrees to provide parking for all permitted uses developed on said property in
conformance with the City of Biloxi requirements and ordinances. Lessee
further agrees to conform in all material respects with City of Biloxi
Landscaping Rules and Regulations related to said parking facilities. Fishing
and crabbing shall be allowed on this portion of the filled tidelands, and the
public will be so advised by an appropriately posted sign. A minimum of three
parking spaces for handicapped persons will be designated and reserved at
convenient locations in the vicinity of the south coffer cell's east, south
and west perimeter walls. That portion of the west peninsula of the marina
located north of the existing restaurant to include the presently grassed area
along U.S. Highway 90 will be designated and landscaped as a park for the use
and enjoyment of casino customers, hotel guests, marina visitors and members
of the public for strolling, jogging, fishing, crabbing, sunbathing and
picnicking, subject to rules and regulations reasonably necessary to ensure
the safety and convenience of all users. Lessee agrees to deposit the sum of
$165,000.00 in escrow with the Hancock Bank, and execute an escrow agreement
pertaining to same, within 30 days of the execution of this Amendment, and
these funds shall be utilized to cover the cost of construction of this
landscaped park as has been planned and approved and attached as Exhibit "A",
and Lessee shall initiate the construction within 60 days of the execution of
this Amendment.
AND WHEREAS, as another lease condition set forth in Paragraph 9 of said
lease provided in Sub-Part 3 thereunder it is stated that within one (1) year
of execution of this lease a combination pier - breakwater shall be
constructed adjacent to the west peninsula in order to mitigate the impact on
fisherman of limiting fishing activities to said west peninsula. The parties
now desire to amend said lease by the elimination of the words "in order to
mitigate the impact on fisherman of limiting fishing activities to said west
2
<PAGE> 116
peninsula", and also by adding the following sentence at the end:
Lessor and Lessee agree that, in lieu of actually constructing the pier -
breakwater within one year of execution of this lease, Lessee may satisfy
this requirement by depositing the sum of $33,000.00 in escrow within 30
days of the execution of this Amendment with the Hancock Bank, and
executing as escrow agreement pertaining to same, and these funds shall
be utilized to cover the cost (or a portion thereof if combined with
funds from other sources) of construction of this pier - breakwater, the
plans for which are attached as Exhibit "B", and Lessee shall initiate
the construction within 60 days of the execution of this Amendment.
Subject to Lessor's approval, these escrowed funds may be used to
construct or enhance a fishing pier at a location other than at the
Broadwater Marina.
AND WHEREAS, in the last unnumbered paragraph of Paragraph 9 of said lease
it is stated that these covenants are made by LESSEE as mitigation in exchange
for LESSOR'S agreement to pose no objection to LESSEE'S use of approximately
the eastern two-thirds (2/3) of the tract of filled tidelands at the southern
end of the Broadwater Marina for landscaped parking lots. The parties now
desire to amend said lease by the elimination of the words "approximately the
eastern two-thirds (2/3) of", and the addition of the word "entire" prior to
the words,..."tract of filled tidelands...".
AND WHEREAS, Paragraph 22 provides in the second unnumbered paragraph
thereof that SAID PROPERTY will be used for the docking of a single (emphasis
added) gaming vessel, and the parties desire to amend said Paragraph 22 to
provide for the docking of two gaming vessels or barges.
AND WHEREAS, said Paragraph 22 also provides in the second unnumbered
paragraph thereof that a minimum of 50% of the marina's berths were to be
available to members of the public, and the parties desire to amend said
Paragraph 22 to specifically recite that 90 marina berths shall be so set
aside.
NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00),
cash in hand paid, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, Lessor does hereby agree that
the annual rental provided for in said lease shall be amended to be the sum of
Five Hundred Twenty-Five Thousand Dollars ($525,000.00), pro rated as of the
date the additional or new vessel is moored on the premises, in order to
provide for an additional or new casino vessel and an expanded effective
gaming vessel area within said property, subject to Lessee's right to abandon
this expansion in the future and return to the original rental provided for;
that Sub-Parts 1 and 3, and the last unnumbered paragraph of Paragraph 9 are
amended as reflected hereinabove; and that Paragraph 22 is amended to
authorize the docking of two gaming vessels or barges within the subject
property, and also to specifically recite that 90 marina berths will be
available to members of the public after the second casino vessel has been
added.
It is furthermore agreed by and between the parties hereto that as a result
of this Amendment, the total effective gaming area under lease will increase
3
<PAGE> 117
by an additional 55,316.28 square feet from 56,000 square feet to 111,316.28
square feet. In order to provide for future flexibility in Lessee's
operations, the parties do furthermore agree that the Lessee may revise its
plat on file with the Lessor to change the configuration of the effective
gaming area without having to further amend the Public Trust Tidelands Lease.
In other words, if in the future Lessee decides to replace its casino
vessel(s) with a casino barge or barges, as long as the effective gaming area
remains 122,447.90 square feet or less and the casino floor space remains
45,100 square feet or less (which figures allow for a 10% tolerance factor of
11,131.62 gaming area square feet and 4,100 casino floor space square feet in
the event of any increase above either 111,316.28 square feet or 41,000 square
feet), the Lessee shall be allowed the flexibility to reconfigure the gaming
area under lease by simply filing a revised plat depicting same with the
Lessor in order to accommodate a different type of casino vessel. In the
event that Lessee's new vessel and/or barges occupy either a gaming area over
111,316.28 square feet or casino floor space over 41,000 square feet, it
agrees to pay $4.16 per square foot per year as increased rental for any such
tolerance increase in either the effective gaming or casino floor space area
over and above the referenced threshold amounts.
Except as hereby amended, said lease and all of its terms and provisions
shall otherwise remain unchanged.
EXECUTED this 10th day of November, 1993.
LESSOR:
STATE OF MISSISSIPPI
SECRETARY OF STATE
By: /s/ James O. Nelson
---------------------------------------
Assistant Secretary of State
For: DICK MOLPUS
Secretary of State
LESSEE:
BH ACQUISITION CORPORATION
By: /s/ John E. Connelly
---------------------------------------
John E. Connelly,
President
APPROVED BY THE GOVERNOR OF
THE STATE OF MISSISSIPPI on the
10th day of November, 1993
/s/ Kirk Fordice
------------------------------------------
KIRK FORDICE, GOVERNOR OF THE
STATE OF MISSISSIPPI
4
EXHIBIT 10.38.2
AMENDMENT NO. 1 TO
LESSEE'S ASSIGNMENT OF PUBLIC TRUST TIDELANDS LEASE
This agreement made as of the 22nd day of July, 1997, between J. Edward
Connelly Associates, Inc., a Pennsylvania corporation, having an office at
2110 Beach Boulevard, Biloxi, Mississippi 39531, and having a telephone
number of (601)359-6373, hereinafter referred to as "Assignor", successor by
merger to BH Acquisition Corporation, a Mississippi corporation, hereinafter
referred to as "BH", and President Broadwater Hotel, L.L.C., a Mississippi
limited liability company, having an office at 2110 Beach Boulevard, Biloxi,
Mississippi 39531, and having a telephone number of (601) 388-2270,
hereinafter referred to as "Assignee,"
W I T N E S S E T H :
WHEREAS, the Secretary of State, with approval of the Governor, for and on
behalf of the State of Mississippi ("Lessor") and BH have entered into that
certain Public Trust Tidelands Lease, dated August 6, 1992, by and between
Lessor, as "Lessor" therein, and BH, as "Lessee" therein, a memorandum of
which is recorded in Book 246, page 201 of the records of the Chancery Clerk
of the Second Judicial District of Harrison County, Mississippi, which Public
Trust Tidelands Lease has been amended by that certain Public Trust Tidelands
Lease Amendment, by and between Lessor and BH, dated November 10, 1993 and
recorded in Book 263, Page 427, of the aforesaid records (such Lease, as so
amended, and as the same may hereafter be amended, restated, renewed,
modified, replaced, substituted or extended from time to time, is herein
referred to collectively as the "Lease"), covering the submerged land located
south of US Highway 90, Biloxi, Mississippi, as more particularly described on
Exhibit "A" attached thereto and incorporated herein;
WHEREAS, BH has merged into Assignor on or prior to the date hereof, and
Assignor is successor by merger to the interest of BH under the Lease; and
WHEREAS, Assignor executed an assignment of its interest in the Lease on May
16, 1997 pursuant to the terms of Lessee's Assignment of Public Trust
Tidelands Lease ("Assignment"); and
WHEREAS, the parties desire to amend the assignment to change the effective
date to July 22, 1997;
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in
hand paid, the receipt of which is hereby acknowledged, and of other good and
valuable consideration, the parties hereto hereby covenant and agree as
follows:
1. The second line of Section 1 thereof is hereby amended by deleting the
date "May 16, 1997" and substituting therefor the date "July 22, 1997."
2. The first line of Section 3 thereof is hereby amended by deleting the
date "May 16, 1997" and substituting therefor the date "July 22, 1997."
3. All other provisions of the Assignment shall remain in full force and
<PAGE> 119
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed or caused these
presents to be executed the day and year first above written.
ASSIGNOR:
J. EDWARD CONNELLY ASSOCIATES, INC.,
a Pennsylvania corporation
BY: /s/ Alan Bernthaler
---------------------------------
ASSIGNEE:
PRESIDENT BROADWATER HOTEL, L.L.C.,
a Mississippi limited liability
company
By: BROADWATER HOTEL, INC.,
a Mississippi corporation, Manager
By: /s/ John S. Aylsworth
---------------------------------
2
<PAGE> 120
LESSOR'S CONSENT TO
AMENDMENT NO. 1 TO
ASSIGNMENT OF PUBLIC TRUST TIDELANDS LEASE
IN CONSIDERATION of the sum of Ten Dollars ($10.00) cash in hand paid, the
receipt of which is hereby acknowledged, and of other good and valuable
consideration, the Secretary of State, with the approval of the Governor, for
and on behalf of the State of Mississippi, does hereby consent to the
Amendment No. 1 to the assignment by J. Edward Connelly Associates, Inc., a
Pennsylvania corporation, successor by merger to BH Acquisition Corporation, a
Mississippi corporation, of its interest in the Public Trust Tidelands Lease
dated August 6, 1992, a memorandum of which is recorded in Book 246 at Page
201 of the records of the Chancery Clerk of the Second Judicial District of
Harrison County, Mississippi, as amended on November 10, 1993 by that certain
Public Trust Tidelands Lease Amendment, recorded in Book 263 at Page 427 of
the aforesaid records, to President Broadwater Hotel, L.L.C., a Mississippi
limited liability company, dated this 18th day of July, 1997.
LESSOR:
STATE OF MISSISSIPPI
ERIC CLARK
SECRETARY OF STATE
By: /s/ James O. Nelson
---------------------------------
JAMES O. NELSON, II
ASSISTANT SECRETARY OF
STATE FOR PUBLIC LANDS
APPROVED BY THE GOVERNOR of the State of Mississippi on the 31st day of
July, 1997.
/s/ Kirk Fordice
------------------------------------
KIRK FORDICE, GOVERNOR
<PAGE> 121
SUBLESSEE'S CONSENT TO
AMENDMENT NO. 1 TO
ASSIGNMENT OF PUBLIC TRUST TIDELANDS LEASE
IN CONSIDERATION of the sum of Ten Dollars ($10.00) cash in hand paid, the
receipt of which is hereby acknowledged, and of other good and valuable
consideration, The President Riverboat Casino - Mississippi, Inc., a
Mississippi corporation, does hereby consent to the assignment by J. Edward
Connelly Associates, Inc., a Pennsylvania corporation, successor by merger to
BH Acquisition Corporation, a Mississippi corporation, of its interest in the
Public Trust Tidelands Lease dated August 6, 1992, a memorandum of which is
recorded in Book 246 at Page 201 of the records of the Chancery Clerk of the
Second Judicial District of Harrison County, Mississippi, as amended on
November 10, 1993 by that certain Public Trust Tidelands Lease Amendment,
recorded in Book 263 at Page 427 of the aforesaid records, to President
Broadwater Hotel, L.L.C., a Mississippi limited liability company, dated this
22nd day of July, 1997.
SUBLESSEE:
THE PRESIDENT RIVERBOAT CASINO -
MISSISSIPPI, INC., a Mississippi
corporation
By: /s/ John S. Aylsworth
---------------------------------
EXHIBIT 10.39
PUBLIC TRUST TIDELANDS LEASE OF FAST LANDS
STATE OF MISSISSIPPI
COUNTY OF HINDS
THIS AGREEMENT, made and entered into this 31st day of December, 1996, by
and between the SECRETARY OF STATE, with the approval of the GOVERNOR, for and
on behalf of the STATE OF MISSISSIPPI, hereinafter referred to as "LESSOR,"
and BH ACQUISITION CORPORATION, a corporation registered to do and doing
business in the State of Mississippi, hereafter referred to as "LESSEE."
W I T N E S S E T H :
THAT FOR THE TERM and in consideration of the rentals hereinafter set forth,
and covenants, conditions, and obligations to be observed and performed by
LESSEE, LESSOR does hereby lease and rent unto LESSEE, pursuant to the
authority of MISS. CODE ANN. Section 29-1-107 (Supp. 1992), all artificially
filled tidelands also known as "fast" lands, hereinafter referred to as SAID
PROPERTY within the following described parcel, to wit:
A parcel of land situated in Section 35, T7S, R10W, City of Biloxi, Second
Judicial District, Harrison County, Mississippi, containing 15.8765 acres,
more or less, and described more particularly as follows:
Commencing at an "X" cut in the top of the concrete seawall at the
intersection of the West line of that property described in the Land Deed
Records of Harrison County, MS., Book 134 at page 456, and said seawall;
thence N88 degrees 15'E a distance of 8.89 ft. to the POINT OF BEGINNING;
thence SO degrees 49'19"E a distance of 750.70 ft. to a point; thence S89
degrees 04'15"E a distance of 1.85 ft. to a point; thence S0 degrees
55'13"E a distance of 132.62 ft. to a point; thence North 88 degrees
45'12"E a distance of 77.22 ft. to a point; thence S0 degrees 51'31"E a
distance of 103.45 ft. to the point of curvature of a curve to the left
with a radius of 14.39 ft. and central angle of 103 degrees 05'24"; thence
along the arc of said curve a distance of 25.89 ft. to the point of
tangency of said curve; thence N76 degrees 03'05"E a distance of 144.16
ft. to a point; thence N0 degrees 53'14"W a distance of 766.50 ft. to a
point; thence N89 degrees 51'40"E a distance of 45.36 ft. to a point;
thence N0 degrees 31'32"W a distance of 40.33 ft. to a point; thence N89
degrees 28'30"E a distance of 460.62 ft. to a point; thence S0 degrees
03'25"E a distance of 40.17 ft. to a point; thence N89 degrees 26'21"E a
distance of 45.96 ft. to a point; thence S0 degrees 27'16"E a distance of
815.80 ft. to a point; thence S89 degrees 04'03"W a distance of 58.38 ft.
to a point; thence S7 degrees 32'32"E a distance of 59.26 ft. to a point;
thence S82 degrees 17'08"W a distance of 625.70 ft. to the point of
curvature of a curve to the left with a radius of 45.99 ft. and a central
angle of 83 degrees 07'21"; thence along the arc of said curve a distance
of 66.72 ft. to the point of tangency of said curve; thence S0 degrees
50'17"E a distance of 250.21 ft. to the point of curvature of a curve to
the left with a radius of 46.80 ft. and central angle of 90 degrees
55'17"; thence along the arc of said curve a distance of 74.26 ft. to the
<PAGE> 123
point of tangency of said curve; thence N88 degrees 14'26"E a distance of
675.55 ft. to the point of curvature of a curve to the left with a radius
of 51.44 ft. and central angle of 88 degrees 40'13"; thence along the arc
of said curve a distance of 79.61 ft. to the point of tangency of said
curve; thence N0 degrees 25'47"W a distance of 1449.80 ft. to a point;
thence S88 degrees 15'W a distance of 855.75 ft. to the point of
beginning.
1. TERM.
The primary term of this lease shall be for forty (40) years, beginning on
the 1st day of January, 1997, and terminating on the 31st day of December,
2037. If LESSEE has complied with all material terms, covenants, conditions,
and obligations of this lease, as of the expiration of the primary term,
LESSEE shall have the option to extend this lease for a renewal term of
twenty-five (25) years until December 31, 2062 under the same terms and
provisions of this lease. LESSEE shall have the option to terminate this
lease upon thirty (30) days prior written notice to LESSOR in the event
LESSEE's Tidelands Lease with LESSOR dated August 6, 1992 is terminated.
2. CONSIDERATION.
The parties hereto agree that SAID PROPERTY contains 15.8765 acres, more or
less, of filled tidelands. During the first thirty (30) years of the initial
lease period, LESSEE covenants and agrees to pay annual rental to LESSOR in
the sum of Twenty-One Thousand Three Hundred Thirty-Eight Dollars
($21,338.00), being the 1996 ad valorem tax amount assessed against SAID
PROPERTY (excluding the value of any and all improvements situated thereon).
At the end of the first thirty (30) years the annual rental shall be based
upon the fair market value determined by an appraisal (excluding the value of
any and all improvements situated thereon). The appraisal shall be determined
by competent and disinterested appraisers selected pursuant to Section 3
below. LESSEE shall be responsible for ad valorem taxes for the year 1996 and
all subsequent years during the term of this lease. Payment of the first
year's rent shall be made on or before January 1, 1997.
3. RENT ADJUSTMENT.
Even though the rental amount for the first thirty (30) years of this lease
shall be based upon the ad valorem tax rates as provided for next above,
excluding the value of any and all improvements on SAID PROPERTY, LESSOR
shall, at the end of each five (5) year period of the lease term, adjust the
rental amount (but it shall still be based upon the tax value excluding the
value of any and all improvements on SAID PROPERTY) as provided for in MISS.
CODE ANN. Section 29-1-107(2) (Supp. 1992) or as amended by subsequent
legislation and the adopted and published rules of the Secretary of State for
the administration, control and leasing of public trust tidelands, as amended
and revised. In the event that LESSOR shall require a rental adjustment for
any of such periods, LESSOR and LESSEE may agree in writing on the amount of
the rental for the period in question at any time within sixty (60) days after
the giving by LESSOR to LESSEE of written notice of such requirement. If an
agreement is not reached and signed by both parties within sixty (60) days,
then the rental for the period in question shall be determined by competent
and disinterested M.A.I. Certified Appraisers, one of whom shall be selected
and paid for by LESSOR and one selected and paid for by LESSEE. If the fair
market rental value determined by said appraisers does not differ by more than
2
<PAGE> 124
ten percent (10%), the fair market rental shall be the average of the two
appraisals. If the fair market rental value differs more than ten percent
(10%), a third M.A.I. Certified Appraiser shall be appointed by the two
appraisers, the expense to be born equally by LESSOR and LESSEE. Upon
completion of the appraisal by the third appraiser, the fair market rental
value shall be the average of the two appraisals that are closest to each
other in dollar amount. In the event the two appraisers are unable to agree
upon a third appraiser, the appraiser shall be appointed by a Chancellor in
Harrison County, Mississippi.
The appraisers when selected shall be instructed that they are to determine
the fair rental value of SAID PROPERTY for the highest and best use of SAID
PROPERTY at such time, without regard to any and all improvements on SAID
PROPERTY or the use then being made of the property by LESSEE. The appraisal
shall be in writing and copies of it shall be given to LESSOR and LESSEE prior
to the commencement of the period in question. In no event shall the
appraised rental value be less than the rental then being paid by LESSEE. The
amount so determined by appraisal shall be the rental for the remainder of the
term of this lease agreement or the option period, as the case may be, or
until further adjustment as provided above. In the event the appraisers fail
to determine the fair market rental value and the LESSOR and LESSEE cannot
agree on an adjusted rental amount, the lease may be cancelled at the option
of LESSOR.
4. PLACE AND TIME OF PAYMENT.
Rent shall be payable annually on or before January 1 to the STATE OF
MISSISSIPPI and shall be submitted to the SECRETARY OF STATE or his successor
in office, through the Public Lands Division, 401 Mississippi Street, Post
Office Box 136, Jackson, Mississippi 39205.
5. INTEREST PENALTY FOR PAST DUE RENT BALANCES.
LESSEE shall pay a late charge equal to interest at the rate of eight
percent (8%) per annum from the date due until paid on any lease rentals,
fees, or other charges due and payable hereunder, which are not paid within
thirty (30) days of their due date.
6. RIGHT TO RE-LEASE
Pursuant to MISS. CODE ANN Section 29-1-107 (Supp. 1992), LESSEE is hereby
granted the prior right, exclusive of all other persons, to re-lease or renew
this lease at the expiration of the term hereof, as may be reasonably agreed
upon between LESSEE and LESSOR.
7. TAXES, SURVEY COSTS AND RECORDING FEES.
LESSEE covenants and agrees to pay any and all general taxes and special
assessments if ever any there be, applicable to SAID PROPERTY and LESSEE's
interest therein and improvements thereon; further LESSEE covenants and agrees
to pay survey costs and recording fees in connection with this lease or any
other fees so determined by law.
8. TRANSFERABILITY OF LEASE.
LESSEE anticipates the future necessity to be able to sublease, assign, or
transfer SAID PROPERTY for future development purposes, including, but not
limited to, possible hotel/retail development. LESSEE may assign this lease
3
<PAGE> 125
or sublet the whole or any part of SAID PROPERTY provided that the proposed
use complies with the permitted uses specified in Section 14 hereof. No
subletting or assignment shall relieve LESSEE from any of its obligations as
LESSEE hereunder without an express written release from LESSOR, which release
shall not be unreasonably withheld. In this regard, LESSEE agrees that it
will notify the SECRETARY OF STATE or his successor of any such assignment or
sublease in writing, within thirty (30) days of the transfer.
9. LESSOR'S CONSENT TO LEASE ENCUMBRANCES.
LESSOR does hereby acknowledge that LESSEE, or any other related entity, may
from time to time, mortgage or otherwise encumber its leasehold interest in
SAID PROPERTY along with other premises owned or leased by LESSEE, or any
other related entity and, LESSOR recognizes that LESSEE's lenders are likely
to require LESSOR's consent to encumbrance of LESSEE's interest in SAID
PROPERTY. In recognition of the foregoing, LESSOR does hereby agree to
execute consents as may be reasonably required by LESSEE's third party lenders
from time to time, provided that such form(s) are in a form substantially
similarly to the Landlord's Consent to Lease Encumbrance (the "Consent")
attached hereto as Exhibit "A."
10. DEFAULT.
(a) LESSEE. The parties herein expressly agree that if DEFAULT shall be
made in the payment of any rent due pursuant to this lease, then and in any
such event of DEFAULT it shall be lawful for LESSOR to enter upon SAID
PROPERTY, or any part thereon, upon LESSOR's thirty (30) day written notice to
LESSEE within which LESSEE may cure such DEFAULT, either with or without
process of law, to re-enter and repossess the same, and to distrain for any
rent or assessment that may be due thereon, at the election of LESSOR, but
nothing herein is to be construed to mean that LESSOR is not permitted to hold
the said LESSEE liable for any unpaid rent up to that time. As to all other
conditions, covenants, and obligations imposed on LESSEE herein, enforcement
shall be by proceeding at law or in equity against any person violating or
attempting to violate said conditions, covenants, and obligations to restrain
violation and to recover damages, if any, including reasonable expenses of
litigation and reasonable attorney's fees, which, if LESSOR prevails, LESSEE
expressly agrees to pay. Such enforcement by proceedings at law or in equity
may be instituted at any time after thirty (30) days written notice to LESSEE
if the default or violation has not been corrected within that thirty (30) day
period, or if the default is not reasonably curable within thirty (30) days
and LESSEE has not commenced to cure same within thirty (30) days, and
thereafter diligently pursues the curing of such default.
(b) LESSOR. Should LESSOR default in the performance of any covenant or
agreement herein, and such default continues for thirty (30) days after LESSOR
receives written notice thereof from LESSEE, or if such default is not
reasonably curable within thirty (30) days, and LESSOR has not commenced to
cure same within said thirty (30) day period and thereafter diligently pursues
the curing of such default, in the event such default can be cured by the
payment of money, LESSEE may pay any sums necessary to cure such default of
LESSOR and deduct the cost thereof with interest at 8% per annum from the date
paid, from rents and all other monetary charges under this lease.
4
<PAGE> 126
11. FORFEITURE, DEFAULT OR CANCELLATION.
LESSEE's FAILURE to comply with the provisions of this lease shall result at
the option of LESSOR, in the cancellation of this lease within sixty (60) days
after written notice of default is given if such default continues or if
LESSEE has not commenced to cure same if such default is not curable within
thirty (30) days. In the event of any such FORFEITURE, DEFAULT OR
CANCELLATION of this lease or termination of the term as aforesaid, said
LESSEE shall quit, deliver up and surrender possession of all lands which
comprise SAID PROPERTY, and thereupon this lease and all agreements and
covenants on LESSOR's behalf to be performed and kept, shall cease, terminate
and be utterly void, the same as if the lease had not been made. In addition
thereof, LESSOR shall be entitled to whatever remedies it may have at law or
equity for the collection of any unpaid rental hereunder, or for any other
sums, for damages or otherwise, that it may have sustained on account of
LESSEE's nonfulfillment or nonperformance of the terms and conditions of this
lease.
Immediately upon the termination of this lease, whether by FORFEITURE,
DEFAULT, or CANCELLATION, LESSOR shall be entitled to take possession of SAID
PROPERTY, custom and usage to the contrary notwithstanding. If LESSEE
declines or fails to remove structures and equipment occupying and erected
upon the leased premises within one hundred twenty (120) days after expiration
or termination of this lease, such structures and equipment will be deemed
forfeited by LESSEE, and may be removed and/or sold by LESSOR after ten (10)
days written notice by certified mail addressed to LESSEE.
12. RENT NOT REFUNDABLE.
LESSOR and LESSEE agree that any rent paid during the term of this lease is
non-refundable and LESSEE waives any right or claim he may have to refund of
rents paid under the term of this lease.
13. IMPROVEMENTS.
LESSOR acknowledges that the improvements which presently exist and which
are constructed on SAID PROPERTY are not the property of LESSOR and that
LESSEE shall have the right to remove the improvements upon termination of
this lease, other than any retaining walls. In the event LESSEE fails to
remove said improvements within one hundred twenty (120) days after
termination of this lease, the improvements shall be deemed abandoned and
revert to LESSOR.
14. RESTRICTIONS ON USE.
LESSEE shall use SAID PROPERTY for the operation of a dockside gaming
facility or the operation of a hotel facility and those activities which are
consistent with operating a hotel and/or a dockside gaming facility, including
without limitation, dining, amusement, gift shops, sports or entertainment
facilities, transportation services or other related activities.
LESSEE shall comply with any and all applicable federal, state, county or
city laws, statutes, regulations, building codes, building requirements,
safety or conservation regulations, fire codes, ordinances, pollution
standards, or zoning regulations, including, but not limited to those
pertaining to parking for all permitted uses developed on SAID PROPERTY in
conformance with City of Biloxi requirements, and the City of Biloxi
5
<PAGE> 127
Landscaping Rules and Regulations.
If LESSEE fails to make permitted use of SAID PROPERTY or abandons SAID
PROPERTY, or uses SAID PROPERTY in violation of any applicable law or
regulation as aforesaid, LESSOR shall provide thirty (30) days written notice
to LESSEE and proceed as set forth in Item 10 above for any default in the
covenants, conditions and obligations imposed hereunder on LESSEE.
15. NO CLAIM OF TITLE OR INTEREST.
LESSEE, in accepting this lease, does hereby agree that no claim of title or
interest to SAID PROPERTY other than LESSEE's leasehold interest under this
lease, shall be made by reason of the occupancy or use thereof. LESSEE
further acknowledges and agrees that it is entitled to no rights to any
additional adjoining submerged lands or filled tidelands as a result of this
lease.
16. CATASTROPHIC DESTRUCTION OR DAMAGE.
In the event of catastrophic destruction or damage, or other destruction of
LESSEE's improvements on SAID PROPERTY, LESSEE may terminate this lease at its
option, provided that LESSEE shall reasonably remove the debris remaining on
SAID PROPERTY prior to any such termination. LESSOR agrees that it shall
interpose no objection should LESSEE decide to rebuild those improvements
demolished.
17. DUE DILIGENCE.
LESSEE shall use reasonable effort to protect SAID PROPERTY against damage
or waste from any and all causes. LESSEE shall not deposit any refuse on any
off-site, adjoining state property. Disposition of refuse and waste shall be
consistent with local and State health regulations.
18. INDEMNITY AND HOLD HARMLESS
LESSEE assumes full responsibility for the condition of the premises and
LESSOR shall not be responsible for any damages or injuries caused by any
vices or defects therein to LESSEE or its invitees, and LESSEE agrees to hold
and save harmless, protect and indemnify LESSOR from and against any and all
loss, damages, claims, suits or actions at law or equity, judgments and costs,
including attorney's fees, which may arise or grow out of any injury or death
of persons or loss or damage to property connected with LESSEE's exercise of
any right granted or conferred hereby, or LESSEE's use, maintenance, operation
or condition of the property herein leased or the activities thereon conducted
by LESSEE, whether sustained by LESSEE, its respective agents or employees, or
by any other persons, or corporations which seek to hold LESSOR liable.
LESSEE agrees to maintain the leased premises in good condition, keeping the
structures and equipment located thereon in a good state of repair in the
interests of public health and safety.
19. QUIET AND PEACEFUL POSSESSION.
LESSOR shall defend LESSEE's right of use of SAID PROPERTY under this lease,
and LESSEE shall have quiet and peaceful possession of SAID PROPERTY so long
as compliance is made by LESSEE with the terms of this agreement. LESSEE
agrees to deliver possession of SAID PROPERTY peaceably and promptly within
thirty (30) days after the expiration or termination of this lease, subject to
LESSEE's right to remove the improvement as specified in paragraph 13 above.
6
<PAGE> 128
20. RIGHT OF ENTRY.
LESSOR reserves the right to enter onto SAID PROPERTY at reasonable times to
inspect the premises to determine compliance with the lease terms herein, upon
notice to LESSEE at least 24 hours in advance of said inspection.
21. PERMITTED USE.
All property of LESSEE shall be maintained by LESSEE at LESSEE's expense and
in a clean, orderly, healthful, and attractive condition subject to reasonable
inspection by LESSOR or his representative upon 24 hours notice to LESSEE. It
is expressly agreed by and between the parties that LESSEE will not occupy or
use, nor permit to be occupied or used, SAID PROPERTY for any business deemed
hazardous, nor will LESSEE permit the same to be used for any unlawful
purposes.
22. LIABILITY INSURANCE.
LESSEE shall secure and maintain throughout the term of the lease a
liability insurance policy providing coverage in any amount not less than Five
Million Dollars ($5,000,000.00) against accidents, death or bodily injury or
loss or damages to property occurring on or in connection to SAID PROPERTY, or
LESSEE's improvements thereon, or arising out of or associated with any
activity of LESSEE on SAID PROPERTY. In the event LESSEE constructs a hotel
and/or retail development on SAID PROPERTY, with permission of LESSOR, LESSEE
shall increase this amount of coverage to not less than Fifteen Million
Dollars ($15,000,000.00).
23. RESERVATION OF MINERAL RIGHTS.
LESSEE further covenants and agrees that this lease and interest of LESSEE
SHALL NOT include any mineral, oil or gas, coal, lignite, or other
subterranean rights WHATSOEVER.
24. RIGHT TO CANCEL UPON INSOLVENCY OF LESSEE.
LESSEE covenants and agrees that if an execution or process is levied upon
SAID PROPERTY or if a Petition in Bankruptcy be filed by or against LESSEE in
any court of competent jurisdiction, LESSOR shall have the right, at its
option to cancel this lease. LESSEE covenants and agrees that this lease and
the interest of LESSEE hereunder shall not, without the written consent of the
SECRETARY OF STATE or his successor first obtained, be subject to garnishment
or sale under execution or otherwise in any suit or proceeding which may be
brought by or against said LESSEE.
25. WAIVER NOT A DISCHARGE.
No failure, or successive failures, on the part of LESSOR to enforce any
provisions, nor any waiver or successive waivers on its part of any provision
herein, shall operate as a discharge thereof or render the same inoperative or
impair the right of LESSOR to enforce the same upon any renewal thereof or in
the event of subsequent breach or breaches.
26. NOTICE.
All notifications required under the terms of this lease shall be made to
the parties at the following addresses:
Secretary of State: 401 Mississippi Street
Post Office Box 136
Jackson, Mississippi 39205
7
<PAGE> 129
BH Acquisition Corporation: Attention: John Connelly, President
2110 Beach Boulevard
Biloxi, Mississippi 39531
Alan Bernthaler, Secretary
2180 Noblestown Rd.
Pittsburgh, PA 15205
With copy to:
Phelps Dunbar, L.L.P.
P. O. Box 1220
Tupelo, MS 38802
Attention: Jean M. Hogan
601-842-7907 - Phone
601-842-3873 - Fax
LAWS OF MISSISSIPPI TO GOVERN.
This agreement is to be governed by the laws of the STATE OF MISSISSIPPI,
both as to interpretation and performance.
IN WITNESS WHEREOF, this lease is executed by LESSOR and LESSEE, this the
31st day of December, 1996.
LESSOR:
STATE OF MISSISSIPPI
ERIC CLARK
SECRETARY OF STATE
By: /s/ James O. Nelson
---------------------------------
JAMES O. NELSON, II
ASSISTANT SECRETARY OF STATE
FOR PUBLIC LANDS
LESSEE:
BH ACQUISITION CORPORATION,
a Mississippi Corporation
By: /s/ John E. Connelly
---------------------------------
APPROVED BY THE GOVERNOR of the State of Mississippi on the 10th day of
January, 1997.
/s/ Kirk Fordice
------------------------------------
GOVERNOR
8
EXHIBIT 10.39.1
AMENDMENT NO. 1 TO
LESSEE'S ASSIGNMENT OF FAST LANDS LEASE
This agreement made as of the 22nd day of July, 1997, between J. Edward
Connelly Associates, Inc., a Pennsylvania corporation, having an office at
2110 Beach Boulevard, Biloxi, Mississippi 39531, and having a telephone
number of (601) 388-2211, hereinafter referred to as "Assignor", successor by
merger to BH Acquisition Corporation, a Mississippi corporation, hereinafter
referred to as "BH", and President Broadwater Hotel, L.L.C., a Mississippi
limited liability company, having an office at 2110 Beach Boulevard, Biloxi,
Mississippi 39531, and having a telephone number of (601) 388-2270,
hereinafter referred to as "Assignee."
W I T N E S S E T H :
WHEREAS, on or about December 31, 1996, the Secretary of State, with the
approval of the Governor, for and on behalf of the State of Mississippi, as
Lessor, and BH, as Lessee, entered into a Public Trust Tidelands Lease of Fast
Lands effective as of January 1, 1997, with respect to the premises as defined
in said lease, a memorandum of which is recorded in Book 308 at Page 160 of
the records of the Chancery Clerk of the Second Judicial District of Harrison
County, Mississippi ("Lease"); and
WHEREAS, BH has merged into Assignor on or prior to the date hereof and
Assignor is successor by merger to the interests of BH under the Lease; and
WHEREAS, Assignor executed an assignment of its interest in the Lease on May
16, 1997 pursuant to the terms of Lessee's Assignment of Fast Lands Lease
("Assignment"); and
WHEREAS, the parties desire to amend the Assignment to change the effective
date to July 22, 1997;
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in
hand paid, the receipt of which is hereby acknowledged, and of other good and
valuable consideration, the parties hereto hereby covenant and agree as
follows:
1. The first line of Section 1 thereof is hereby amended by deleting the date
"May 16, 1997" and substituting therefor the date "July 22, 1997."
2. The first line of Section 3 thereof is hereby amended by deleting the date
"May 16, 1997" and substituting therefor the date "July 22, 1997."
3. All other provisions of the Assignment shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed or caused these
presents to be executed the day and year first above written.
1
<PAGE> 131
ASSIGNOR:
J. EDWARD CONNELLY ASSOCIATES, INC.,
a Pennsylvania corporation
By: /s/ Alan Bernthaler
---------------------------------
ASSIGNEE:
PRESIDENT BROADWATER HOTEL, L.L.C.,
a Mississippi limited liability
company
By: BROADWATER HOTEL, INC.,
a Mississippi corporation,
Manager
By: /s/ John S. Aylsworth
---------------------------------
2
<PAGE> 132
LESSOR'S CONSENT TO
AMENDMENT NO 1 TO
LESSEE'S ASSIGNMENT OF FAST LANDS LEASE
IN CONSIDERATION of the sum of Ten Dollars ($10.00) cash in hand paid, the
receipt of which is hereby acknowledged, and of other good and valuable
consideration, the Secretary of State, with the approval of the Governor, for
and on behalf of the State of Mississippi, does hereby consent to the
Amendment No. 1 to the assignment by J. Edward Connelly Associates, Inc., a
Pennsylvania corporation, successor by merger to BH Acquisition Corporation, a
Mississippi corporation, of its interest in the Public Trust Tidelands Lease
of Fast Lands dated December 31, 1996, a memorandum of which is recorded in
Book 308 at Page 160 of the records of the Chancery Clerk of the Second
Judicial District of Harrison County, Mississippi, to President Broadwater
Hotel, L.L.C., a Mississippi limited liability company.
Dated this the 18th day of July, 1997.
LESSOR:
STATE OF MISSISSIPPI
ERIC CLARK
SECRETARY OF STATE
By: /s/ James O. Nelson
---------------------------------
JAMES O. NELSON, II
ASSISTANT SECRETARY OF
STATE FOR PUBLIC LANDS
APPROVED BY THE GOVERNOR of the State of Mississippi on the 31st day of
July, 1997.
/s/ Kirk Fordice
------------------------------------
KIRK FORDICE, GOVERNOR
<PAGE> 133
SUBLESSEE'S CONSENT TO
AMENDMENT NO. 1 TO
LESSEE'S ASSIGNMENT OF FAST LANDS LEASE
IN CONSIDERATION of the sum of Ten Dollars ($10.00) cash in hand paid, the
receipt of which is hereby acknowledged, and of other good and valuable
consideration, The President Riverboat Casino-Mississippi, Inc., a Mississippi
corporation, hereby consents to the Amendment No. 1 to the assignment by J.
Edward Connelly Associates, Inc., a Pennsylvania corporation, successor by
merger to BH Acquisition Corporation, a Mississippi corporation ("BH") of its
interest in the Public Trust Tidelands Lease of Fast Lands dated December 31,
1996, between BH and the Secretary of State, with the approval of the
Governor, for and on behalf of the State of Mississippi, a memorandum of which
is recorded in Book 308 at Page 160 of the records of the Chancery Clerk of
the Second Judicial District of Harrison County, Mississippi, to President
Broadwater Hotel, L.L.C., a Mississippi limited liability company.
Dated this the 22nd day of July, 1997.
THE PRESIDENT RIVERBOAT CASINO-
MISSISSIPPI, INC., a Mississippi
corporation
By: /s/ John S. Aylsworth
---------------------------------
EXHIBIT 21
PRESIDENT CASINOS, INC.
SCHEDULE OF SUBSIDIARIES
State or Jurisdiction
Name of Incorporation or Organization
The Connelly Group, L.P. Delaware
President Riverboat Casino-Missouri, Inc. Missouri
The President Riverboat Casino-Mississippi, Inc. Mississippi
President Riverboat Casino-Iowa, Inc. Iowa
TCG/Blackhawk, Inc. Iowa
PRC Holdings Corporation Delaware
PRC Management, Inc. Pennsylvania
President Riverboat Casino-Philadelphia, Inc. Pennsylvania
PRC Louisiana, Inc. Louisiana
President Riverboat Casino-New York, Inc. Delaware
President Mississippi Charter Corporation Mississippi
PRCX Corporation Delaware
Broadwater Hotel, Inc. Mississippi
President Broadwater, LLC Mississippi
Vegas Vegas, Inc. Mississippi
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
President Casinos, Inc.:
We consent to the incorporation by reference in the Registration Statements of
President Casinos, Inc.'s "1992 Stock Option Plan" as amended and "1997 Stock
Option Plan" of President Casinos, Inc. (the "Company") on Form S-8 of our
report dated May 14, 1999, appearing in this Annual Report on Form 10-K of the
Company for the year ended February 28, 1999.
/s/ Deloitte & Touche LLP
- -------------------------
Saint Louis, Missouri
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PRESIDENT CASINOS INC. FILED AS A PART OF THE ANNUAL REPORT ON FORM 10-K AND
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