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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 29, 2000
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 26, 2000, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $2,160,965.*
As of May 26, 2000, the number of shares outstanding of the Registrant's
Common Stock was approximately 5,032,988.
* 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 2000 Annual
Meeting of Stockholders.
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PART I
Items 1. and 2. Business and Properties.
General
President Casinos, Inc. owns, operates and develops 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
Operating entity - The Connelly Group, L.P.
Vessel - "President"
Slots - 1,040
Gaming tables - 28
Opening of casino - April 1, 1991
Biloxi, Mississippi
Operating entity - The President Riverboat Casino-
Mississippi, Inc.
Vessel - "President Casino-Broadwater"
Slots - 947
Gaming tables - 42
Opening of casino - August 13, 1992
Opening of current facility - June 30, 1995
St. Louis, Missouri
Operating entity - President Riverboat Casino-
Missouri, Inc.
Vessel - "Admiral"
Slots - 1,227
Gaming tables - 41
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 non-gaming dinner
cruise, excursion and sightseeing vessels on the Mississippi River in St.
Louis, Missouri. The Company also from time to time 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
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. Information regarding the Company can be found at its web page
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www.presidentcasino.com.
The financial statements accompanying this Annual Report on Form 10-K
discuss that the Company is experiencing difficulty generating sufficient cash
flow to meet its obligations and sustain its operations. The Company's
management determined that, pending a restructuring of its indebtedness, it
would not be in the best interest of the Company to make the regularly
scheduled interest payments on the Company's $75.0 million Senior Exchange
Notes and $25.0 million Secured Notes. Accordingly, the Company has not paid
the regularly scheduled interest payment of $6.4 million that was due and
payable March 15, 2000. Under the Indentures pursuant to which the Senior
Exchange Notes and Secured Notes were issued, an Event of Default occurred on
April 15, 2000, and is continuing as of the date hereof. No action has been
taken by either the Indenture Trustee or holders of at least 25% of the Senior
Exchange Notes and Secured Notes to accelerate the Senior Exchange Notes and
Secured Notes and declare the unpaid principal and interest to be due and
payable.
An informal committee (the "Committee"), representing holders of a majority
in interest of the Senior Exchange Notes and Secured Notes, has been formed.
The Committee has retained legal counsel, certain costs of which are being
borne by the Company. The Company has initiated and is continuing discussions
with representatives of the Committee concerning a restructuring of the
Company's indebtedness that may include the sale of some of the Company's
properties. The Company believes that the market value of its properties and
assets substantially exceeds the amount of its debt. Management believes this
market value is the key factor in the Company's program to resolve this matter
with the bond holders. There can be no assurances that the Company will be
successful in this restructuring, and the Company believes that the success of
such restructuring will depend in large part upon the cooperation and the
willingness of the creditors to work with the Company.
Due to cross default provisions associated with other debt agreements, the
Company is also in default on certain other debts. These debts include the
$30.0 million note and the associated $7.0 million loan fee related to the
Broadwater Property and the $3.0 million "President Casino-Mississippi" note.
These debts are also currently due and classified in current liabilities as of
February 29, 2000. Additionally, the Company did not pay the $3.7 million
note due April 15, 2000, associated with the purchase of the Biloxi casino
barge. The Company has reached an agreement in principle to extend the
payment obligations under this note and is finalizing the documentation. In
the event that these notes are accelerated, at this time the Company does not
have the resources available to repay such indebtedness. See "Liquidity and
Capital Resources in Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Management is pursuing various strategic financing alternatives in order to
fund these obligations and the Company's continuing operations. The Company
is working with recognized financial advisors in the gaming industry to pursue
these alternatives, including the restructuring and refinancing of outstanding
debt obligations and/or the sale of a portion of its assets. The Company's
ability to continue as a going concern is dependent on the ability of the
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Company to restructure successfully, refinance its debts or sell/charter
assets on a timely basis under acceptable terms and conditions, and the
ability of the Company to generate sufficient cash to fund future operations.
There can be no assurance in this regard.
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 revenues,
results of operations and identifiable assets related to each of these
segments can be found in Note 14 of the accompanying consolidated financial
statements.
Davenport, Iowa 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 on the Company-owned M/V "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
2000. Davenport, Iowa along with Bettendorf, Iowa and Rock Island and Moline,
Illinois comprise the Quad Cities metropolitan area. The Quad Cities
metropolitan area has a population of approximately 400,000 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 "Leasing Operations"). The
"President" must undergo its next hull inspection by March 2001. While the
"President Casino-Mississippi" is again available to temporarily replace the
"President" during its next hull inspection, the Company is contemplating
alternatives, including leasing or purchasing a new vessel.
Within a 45-mile radius, the Davenport operation competes with three other
casino operations, one of which is located directly across the Mississippi
River in Illinois. Expansion and increased marketing by these competitors
continues to escalate, resulting in increased promotional and marketing costs
for the Company. During fiscal year 1999, one of the competing Iowa casinos
added gaming space, a new hotel and other amenities. In connection with the
new facilities, the competitor increased its casino gaming positions by
approximately 14%. In September 1999, the Company received approval from the
IRGC to expand its operations by increasing the number of slot machines on its
floor from 925 machines to 1200. Management has increased its slot machines
to 1,040 and plans to complete the increase to 1,200 over the next one to two
years. The IRGC has the authority to set cruising schedules for Iowa
riverboats and to permit dockside gaming throughout the year. The Company
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must currently conduct at least one cruise per day for 100 days each year, the
timing of which is set at the Company's discretion with the approval of the
IRGC. Iowa riverboats can operate while remaining dockside at all other
times. The casino is open 24 hours per day, seven days per week. Until June
1999 Iowa riverboats had an advantage over the Illinois competition because
Illinois gaming vessels were required to cruise for all gaming sessions, which
restricted patron ingress and egress. In June 1999, Illinois enacted
legislation eliminating the cruising requirements and thus eliminating the
competitive advantage of Iowa gaming vessels.
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 15,000 square feet, including a 500-seat grand ballroom.
The hotel adjoins the city-owned RiverCenter, which offers an additional
100,000 square feet of meeting rooms and convention space. Over the past five
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
its casino. 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 from the City of
Davenport. This lease expires in 2015. 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 $830,000 or 83.2 cents per passenger for each passenger over 1,117,579.
Both the base amount and per passenger charges related to the docking fees are
subject to an annual 4% escalator.
Biloxi, Mississippi Operations
The Company began dockside gaming operations in Biloxi 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
300,000. 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
four casinos in operation.
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Management believes the Mississippi Gulf Coast is becoming a major
destination point for 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. 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."
In February 1995, in order to provide the Company with the opportunity to
compete more effectively in the Mississippi Gulf Coast market, the Company
entered into a charter agreement to lease a dockside casino to be utilized by
the Company's Biloxi gaming operations. In June 1995, the Company replaced
the "President Casino-Mississippi" with the chartered facility, "President
Casino-Broadwater" (formerly the "Biloxi Barge"). This change allowed for an
increase in casino square footage and the addition of a full service buffet
and a steak and seafood restaurant. In August 1999, the Company purchased
"President Casino-Broadwater."
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. In July 1997, President Broadwater Hotel,
LLC ("PBLLC"), a limited liability company in which the Company has a 100%
ownership interest, and a wholly-owned entity of Mr. Connelly which has
certain 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 111-slip marina which contains the mooring site of
the Biloxi casino, two hotels with approximately 500 rooms and an adjacent 18-
hole golf course (collectively, the "Broadwater Property").
The marina at the Broadwater Property consists of both "tidelands" and
"fastlands" under the Mississippi Trust Tidelands Act (the "Tidelands Act").
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.
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 "President Casino-Broadwater,"
BH exercised its rights under the agreement and the Company's annual rent
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increased to $525,000. Effective August 1997, the state adjusted the annual
rent to $598,000 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.
St. Louis, Missouri Operations
On May 1994, the Missouri Gaming Commission licensed the Company to conduct
dockside gaming operations on the Company-owned "Admiral" in St. Louis through
its wholly-owned subsidiary, President Riverboat Casino-Missouri, Inc.
("President Missouri"). The Company's initial license was subsequently
renewed and has most recently been extended through May 2002. The "Admiral,"
the vessel on which the Company conducts its St. Louis gaming operations, is
an approximately 400-foot long vessel, currently 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 on the St. Louis river front. The
Company's mooring site for Gateway Riverboat Cruises, which conducts the
Company's non-gaming dinner cruise, excursion and sightseeing operations, was
for an initial term of five years with four five-year renewal options.
Assuming the exercise of all options, the lease will terminate 2011. The
Company's lease for the current mooring site of the "Admiral" is for a term of
twenty five years and terminates in December 2008. The "Admiral" lease
provides for base rent plus payments of 2% of adjusted gross receipts (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 central river front area of St. Louis on which gaming is conducted.
Currently, the "Admiral" is the only casino in the St. Louis central river
front. 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. Lease rates are subject to rate change every five
years as recommended by the Port Commission.
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. It is anticipated that the new
location will enhance access to the casino, provide better parking and be less
susceptible to flooding. See "Potential Growth Opportunities-St. Louis,
Missouri."
In January 2000, in conjunction with the anticipated move of the "Admiral,"
the Company entered into a sublease agreement with the Port Authority of the
City of St. Louis for a mooring site on the St. Louis river front
approximately 1,000 feet north of the current location of the "Admiral." The
term of the lease is 25 years commencing on the day the "Admiral" moves to the
new mooring site. At such time the lease for the current mooring site of the
"Admiral" will be surrendered and shall terminate.
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Rent under the terms of the new lease will consist of base rent plus a
percent of adjusted gross receipts. The base rent is $27,000 annually and is
subject to rate change every five years based on the recommendation of the
Port Commission. The percentage rent is 2% of adjusted gross receipts for any
lease year equal to or less than $80.0 million plus 3% of that portion of
adjusted gross receipts for such lease year which exceed $80.0 million but
which are equal to or less than $100.0 million plus 4% of that portion of
adjusted gross receipts for such lease year, if any, which exceed $100.0
million.
Competition is intense in the St. Louis market area. There are presently
five other casino companies operating eight casinos in the market area. Many
of these competitors have significantly greater name recognition and financial
and marketing resources than the Company. 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 casino companies in Maryland Heights opened in March 1997.
In April 2000, one of these two casino companies purchased the other so that
all four casinos will be operated under the same name.
Applications have been submitted to the Missouri Gaming Commission for
approval of potential new licenses at four different locations within the St.
Louis metropolitan area along the Mississippi River, three of which are within
20 miles of the "Admiral." The opening of one or more additional casinos in
the St. Louis market would increase competition and management believes would
have a negative impact on the revenues and the results of operations of the
Company.
Differences in gaming regulations in the St. Louis market between Illinois
and Missouri operators have given competitive advantages/disadvantages to the
various operators in Illinois. Missouri regulations formerly did not require
vessels to actually cruise, however, simulated cruising requirements were
imposed which restricted entry to a vessel to a 45-minute period every two
hours. Those competitors having more than one casino vessel could alternate
hourly boarding times and provide virtually continuous boarding for their
guests. Thus, they had a distinct competitive advantage over the Company,
which has only one vessel. Illinois casino vessels were formerly required to
cruise, thereby limiting ingress and egress to their casinos. In June 1999,
legislation was enacted eliminating the cruising requirements in Illinois.
This change immediately gave the Illinois operators an advantage over the
Missouri operators as Illinois patrons could enter and exit the vessel at any
time. However, this advantage was negated in August 1999, when the Missouri
Gaming Commission allowed "continuous boarding" by establishing a temporary
pilot program eliminating the boarding restrictions for the "Admiral" and
other casinos in eastern Missouri. This change to "continuous boarding" has
also enabled the "Admiral" to compete more effectively with the Missouri
operators who have more than one casino vessel. At this time, the Missouri
Gaming Commission has not given any indication as to the length of the pilot
program or as to whether it will become permanent.
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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, the M/V "Becky Thatcher" and M/V "Tom Sawyer," each with a
capacity of approximately 350 passengers.
Leasing Operations
In addition to the vessels presently owned and used in its gaming
operations, the Company owns the "New Yorker" and "President Casino-
Mississippi." The "New Yorker" is a 308-foot long sea-worthy passenger vessel
which the Company had intended to use in a Gary, Indiana gaming development,
which was subsequently abandoned. In August 1995, the Company entered into a
charter agreement with its former Indiana partner to lease the "New Yorker"
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.
The Company chartered the "New Yorker" from February 15, 1999 to June 15,
1999 to an unrelated third party. The charter fee was approximately $0.4
million per month. The Company is currently seeking to sell or charter this
vessel.
The "President Casino-Mississippi" was previously utilized at the Company's
Biloxi and Davenport operations. The "President Casino-Mississippi" is 292-
feet long and 65-feet wide, containing approximately 22,000 square feet of
gaming space on three decks and formerly accommodated 620 slot machines and 43
table games. The Company is currently seeking to sell or charter this vessel.
Potential Growth Opportunities
The Company continues to explore selectively 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 pursue successfully other gaming opportunities or recover its investment in
any such new opportunities.
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 111-slip marina. The marina is
the 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
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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.
In January 1999, the Company received the permit from 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 two remaining permit approvals are still pending and awaiting the
finalization of the Environmental Impact Statement ("EIS"). The Company has
received the draft of the EIS, the notice of which is expected to be posted in
the Federal Register in early June for public comment.
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. 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.
In connection with the Company's proposed Destination Broadwater development
plan, to date, the Company has not identified any particular financing
alternatives or sources of financing 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
and adversely impact the Company's business plan.
St. Louis, Missouri
During July 1998, the Company and the City of St. Louis agreed to the
relocation of the "Admiral" approximately 1,000 feet north from its current
location on the Mississippi River. The new location will improve patron
parking, ingress and egress and, among other benefits, will be less
susceptible to flooding. Agreements finalizing details related to the new
location were completed in January 2000.
The aggregate cost to build the new facility and relocate the "Admiral" is
expected to be approximately $7.9 million. Under the terms of the agreement,
the City will fund $3.0 million of the relocation costs, $2.4 million of which
will be financed through bank debt. The Company will pay for the remaining
costs. The City will repay the $2.4 million in debt from gaming taxes the
City receives based upon gaming revenues of the "Admiral". The Company has
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guaranteed completion of the project and repayment of the $2.4 million bank
debt if the City fails to pay the obligation. Construction began in September
1999 and the move is expected to occur late in 2000, subject to certain
approvals, weather conditions and timely construction. The Company
anticipates funding this project from operating cash flow.
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. 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. 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%
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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
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.
A National Gambling Impact Study Commission (the "National Commission") has
been established by the United States Congress to conduct a comprehensive
study of the social and economic impact of gaming in the United States. On
April 28, 1999, the National Commission issued a final report of its findings
and conclusions, together with recommendations for legislature and
administrative actions. Below are some of those recommendations:
Legal gaming should be restrictive to those at least 21 years of age;
Betting on college and amateur sports should be banned;
The introduction of casino-style gambling at pari-mutual racing
facilities for the primary purpose of saving the pari-mutual facility
should be prohibited;
The types of gaming activities allowed by Indian tribes within a
given state should not be inconsistent with the gaming activities
allowed to other persons in that state; and
State, local and tribal governments should recognize that casino
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<PAGE> 13
gaming provides economic development, particularly for economically
depressed areas. The National Commission differentiated casino gaming
from stand-alone slot machines (i.e. in convenience stores), Internet
gaming and lotteries which the National Commission stated do not
provide the same economic development.
Any additional regulation of the gaming industry which may result from the
National Commission's findings may have an adverse effect on the gaming
industry, including that of 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
$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.
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<PAGE> 14
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.
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
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.
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<PAGE> 15
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
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 that proposal also failed to include
information regarding its anticipated effect on government revenues. That
proposal was dismissed by the court and is currently being appealed. 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
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<PAGE> 16
for consideration by the voters. The next election, for which the proponents
could attempt to place such a proposal on the ballot, would be November 2000.
It is possible 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.
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 two year 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
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
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<PAGE> 17
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, President
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
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.
Certain of the vessels operated by the Company must comply with U.S. Coast
Guard requirements as to safety and must hold a Certificate of Inspection.
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<PAGE> 18
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 a vessel's Certificate of Inspection would preclude its use as a motorized
carrier of passengers, and as such, if the vessel was operated in a
jurisdiction which has cruising requirements, would preclude its use as a
casino. Every five years the vessels which require a Certificate of
Inspection must undergo a hull inspection, which generally requires the vessel
be dry-docked. Any such loss of service of a vessel may have an adverse
effect on the results of operations and financial position of the Company.
Certain other vessels not falling within the regulation of the U.S. Coast
Guard, and certain other facilities, are 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.
The Bank Secrecy Act (the "BSA"), enacted by Congress in 1985, requires
banks, other financial institutions and casinos to monitor receipts and
disbursements of currency in excess of $10,000 and report them to the United
States Department of the Treasury (the "Treasury"). In management's opinion,
the BSA may have resulted in a reduction in the volume of play by high level
wagerers. The Treasury has proposed tentative amendments to the BSA which
would apply solely to casinos and their reporting of currency transactions.
The most significant proposed change in the BSA is a reduction in the
threshold at which customer identification data must be obtained and
documented by the casino, from $10,000 to $3,000 (which may include the
aggregation of smaller denomination transactions). Additionally, the
amendments would substantially increase the record-keeping requirements
imposed upon casinos relating to customer data, currency and non-currency
transactions. Management believes the proposed amendments, if enacted in
their current form, could result in a further reduction in the volume of play
by upper-and middle-level wagerers while adding operating costs associated
with the more extensive record-keeping requirements. However, management does
not expect that the effect on operations would be material.
Employees
As of February 29, 2000, the Company had approximately 2,700 employees.
In April 1999, certain gaming, service and maintenance employees of
President Missouri ratified a three-year collective bargaining agreement
setting out wages, benefits and other terms and conditions of employment. The
labor agreement covers approximately 310 of the Company's 775 St. Louis
employees.
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<PAGE> 19
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.
In April 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 was the
subject of bankruptcy proceedings pending in the United States Bankruptcy
Court for the Southern District of Mississippi, (the "Bankruptcy Court") and
was the owner of the "President Casino-Broadwater" 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
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<PAGE> 20
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 $3.9 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.
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 alleged that
certain subsidiaries of the Company assumed certain obligations of the owner
of the "President Casino-Broadwater" to IGT with respect to certain slot
machines. On August 10, 1999, the Company executed a purchase agreement for
the "President Casino-Broadwater." As a part of the purchase agreement,
"American Gaming & Entertainment, Ltd. v. President Mississippi Charter
Corporation and President Riverboat Casino-Mississippi, Inc.," "In re AmGam
Associates, a Mississippi General Partnership, Chapter 11 Reorganization Case
No. 95-07864-SEG, Adversary Proceeding 98-05095" and various other lawsuits
were dismissed.
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, 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 filed a motion to dismiss this action for
failure by the plaintiff to make a demand for relief upon the Board of
Directors. The Court denied the motion and discovery has commenced. 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.
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<PAGE> 21
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.
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 2000.
Item 4A. 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 74 Chairman of the Board and Chief
Executive Officer
John S. Aylsworth 49 President, Chief Operating
Officer and Director
Terrence L. Wirginis 48 Vice Chairman of the Board,
Vice President-Marine and
Development and Director
James A. Zweifel 54 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.
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<PAGE> 22
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.
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.
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<PAGE> 23
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 certain listing requirements. 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 or bid prices for the Common Stock, as
reported by the Nasdaq National Market or the OTC Bulletin Board:
High Low
------ -----
Fiscal 2000
First Quarter................ $ 3.2500 $ 1.3125
Second Quarter............... $ 2.1875 $ 1.0000
Third Quarter................ $ 1.9844 $ 0.8125
Fourth Quarter............... $ 1.5625 $ 0.5000
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
On May 24, 2000, there were approximately 1,503 holders of record of the
Company's Common Stock.
The Company has never paid any dividends on its Common Stock. The Company
anticipates that for the foreseeable future all earnings, if any, will be used
for the repayment of debt or retained for the operations 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."
22
<PAGE> 24
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,
2000 1999 1998
1997 1996
------ ------ ------
------ ------
(in thousands, except
share data)
<S> <C> <C> <C>
<C> <C>
Consolidated Statement of Operations Data:
Total operating revenues.................. $204,549 $205,512 $187,535
$187,027 $192,685
Operating income (loss)................... $ 7,524 $ 5,857 $ 2,827 $
3,784 $(21,471)
Net income (loss)......................... $(13,373) $(14,892) $(15,037) $
(8,785) $(58,150)
Basic and dilutive loss per share......... $ (2.66) $ (2.96) $ (2.99)
$ (1.74) $(11.55)
Consolidated Balance Sheet Data:
Total assets.............................. $165,394 $172,744 $187,256
$155,904 $168,024
Current liabilities....................... $171,755 $ 27,109 $ 31,510 $
27,056 $ 29,403
Long-term liabilities..................... $ -- $139,379 $135,084
$104,862 $105,082
Stockholders' equity (deficit)............ $(19,581) $ (6,208) $ 8,684 $
23,721 $ 32,506
</TABLE>
Gaming operations commenced in Davenport, Iowa on April 1, 1991, in Biloxi,
Mississippi on August 13, 1992 and in St. Louis, Missouri on May 27, 1994.
Hotel operations commenced in Davenport, Iowa on October 30, 1990 and in
Biloxi, Mississippi on July 27, 1997.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion, which covers fiscal years 1998 through 2000,
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 the notes thereto included elsewhere in this report.
The Company is experiencing difficulty generating sufficient cash flow to
meet its obligations and sustain its operations. The Company's management
determined that, pending a restructuring of its indebtedness, it would not be
in the best interest of the Company to make the regularly scheduled interest
payments on its Senior Exchange Notes and Secured Notes. Accordingly, the
Company has not paid the regularly scheduled interest payment of $6.4 million
that was due and payable March 15, 2000. Under the Indentures pursuant to
which the Senior Exchange Notes and Secured Notes were issued, an Event of
Default occurred on April 15, 2000, and is continuing as of the date hereof.
No action has been taken by either the Indenture Trustee or holders of at
least 25% of the Senior Exchange Notes and Secured Notes to accelerate the
Senior Exchange Notes and Secured Notes and declare the unpaid principal and
interest to be due and payable.
23
<PAGE> 25
An informal committee (the "Committee"), representing holders of a majority
in interest of the Senior Exchange Notes and Secured Notes, has been formed.
The Committee has retained legal counsel, certain costs of which are being
borne by the Company. The Company has initiated and is continuing discussions
with representatives of the Committee concerning a restructuring of the
Company's indebtedness that may include the sale of some of the Company's
properties. The Company believes that the market value of its properties and
assets substantially exceeds the amount of its debt. Management believes this
market value is the key factor in the Company's program to resolve this matter
with the bond holders. There can be no assurances that the Company will be
successful in this restructuring, and the Company believes that the success of
such restructuring will depend in large part upon the cooperation and the
willingness of the creditors to work with the Company.
Due to cross default provisions associated with other debt agreements, the
Company is also in default on certain other debts. These debts include the
$30.0 million note and the associated $7.0 million loan fee related to the
Broadwater Property and the $3.0 million "President Casino-Mississippi" note.
These debts are also currently due and classified in current liabilities as of
February 29, 2000. Additionally, the Company did not pay the $3.7 million
note which was due April 15, 2000, associated with the purchase of the Biloxi
casino barge. The Company has reached an agreement in principle to extend the
payment obligations under this note and is finalizing the documentation. In
the event that these notes are accelerated, at this time the Company does not
have the resources available to repay such indebtedness. See Liquidity and
Capital Resources.
Management is pursuing various strategic financing alternatives in order to
fund these obligations and the Company's continuing operations. The Company
is working with recognized financial advisors in the gaming industry to pursue
these alternatives, including the restructuring and refinancing of outstanding
debt obligations and/or the sale of a portion of its assets. The Company's
ability to continue as a going concern is dependent on the ability of the
Company to restructure successfully, refinance its debts or sell/charter
assets on a timely basis under acceptable terms and conditions and the ability
of the Company to generate sufficient cash to fund future operations. There
can be no assurance in this regard.
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 affected by seasonality.
--Competition
Intensified competition for patrons continues to occur at each of the
Company's properties.
24
<PAGE> 26
Since gaming began in Biloxi in August 1992, there has been steadily
increasing competition along the Mississippi Gulf Coast, 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 casino
operations compete with three other casino operations. Expansion and
increased marketing by these competitors and changes in the Illinois gaming
laws has resulted 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 casino companies in Maryland Heights
opened in March 1997. In April 2000, one of these two casino companies
purchased the other so that all four casinos will be operated under the same
name.
Applications have been submitted to the Missouri Gaming Commission for
approval of potential new licenses at four different locations within the St.
Louis Metropolitan area along the Mississippi River, three of which are within
20 miles of the "Admiral." The opening of one or more additional casinos in
the St. Louis market would increase competition and management believes would
have a negative impact on the revenues and the results of operations of the
Company.
--Regulatory Matters
Differences in gaming regulations in the St. Louis market between Illinois
and Missouri operators have given competitive advantages/disadvantages to the
various operators. Missouri regulations formerly did not require vessels to
actually cruise, however, simulated cruising requirements were imposed which
restricted entry to a vessel to a 45-minute period every two hours. Those
competitors having two casino vessels could alternate hourly boarding times
and provide virtually continuous boarding for their guests. Thus, they had a
distinct competitive advantage over the Company, which has only one vessel,
the "Admiral." Illinois casino vessels were formerly required to cruise,
thereby limiting ingress and egress to their casinos. On June 25, 1999,
legislation was enacted eliminating the Illinois cruising requirements. This
change immediately gave the Illinois operators an advantage over the Missouri
operators as Illinois patrons could enter and exit the vessel at any time.
However, this advantage was negated on August 16, 1999, when the Missouri
Gaming Commission allowed "continuous boarding" by establishing a temporary
25
<PAGE> 27
pilot program eliminating the boarding restrictions for the "Admiral" and
other casinos in eastern Missouri. This change to "continuous boarding" also
enabled the "Admiral" to compete more effectively with the Missouri operators
who have two adjacent casino vessels. At this time, the Missouri Gaming
Commission has not given any indication as to the length of the pilot program
or as to whether it will become permanent.
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 "dual" casinos that some Missouri operators
use allows a guest who reaches the cruise loss limit to move to the sister
casino and continue to play. The lack of a statutory loss limit on Illinois
casinos allows them to attract higher stake players; additionally, their
guests are not burdened with the administrative requirements related to the
loss limits. Any easing of the loss limits in Missouri would be expected to
have a positive impact on the Company's St. Louis operation.
In Iowa, an excursion gaming boat must operate at least one excursion each
day for 100 days during the April 1 through October 31 excursion season.
Excursions must last a minimum of two hours. While an excursion gaming boat
is docked, passengers may embark or disembark at any time. As discussed
above, Illinois boats were required to cruise until June 1999 when such
cruising requirements were eliminated. The Company believes that the
elimination of cruising requirements in Illinois has had a negative impact on
the Davenport operations. As a result of the change in Illinois legislation,
the competitor directly across the Mississippi River in Rock Island, Illinois
is no longer required to cruise. The elimination of the cruising requirements
has provided the Rock Island casino an opportunity to expand its operation,
increasing its slot machine total from 397 to 596.
--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. Although the Company was not
forced to suspend its St. Louis operations during fiscal years 2000, 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. Additionally, the Company suspended its Biloxi
casino operations from 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
26
<PAGE> 28
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 legal action against 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 111-slip marina
and the adjacent 18-hole Sun Golf Course (collectively, the "Broadwater
Property"). The marina is 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 of the Broadwater Property with $30.0 million of
financing from a third party lender, evidenced by a non-recourse promissory
note (the "Indebtedness") and issued a $10.0 million membership interest to
the seller. 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. The membership interest
grows at the same rate. The accrued balance of the membership account and
unpaid growth as of February 29, 2000 was $12.5 million and is included on the
balance sheet in minority interest. Cash payments relating to this membership
interest have totaled $0.2 million since its inception.
PBLLC is obligated 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 29, 2000, the accrued loan fee of $6.0
million is included in current liabilities. See Liquidity and Capital
Resources for a discussion of the repayment of this obligation.
The Company is currently developing a master plan for the Broadwater
Property. Management believes that this site is ideal for the development of
"Destination Broadwater," a full-scale luxury destination resort offering an
array of entertainment attractions in addition to gaming. The plans for the
resort 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.
27
<PAGE> 29
In January 1999, the Company received the permit from 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 two remaining permit approvals are still pending and awaiting the
finalization of the Environmental Impact Statement ("EIS"). The Company has
received the draft of the EIS, the notice of which is expected to be posted in
the Federal Register in early June for public comment.
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. 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" development plans. 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
licenses necessary for development of Destination Broadwater.
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 and
adversely impact the Company's business plan.
St. Louis, Missouri
Slot Upgrade Machines and Loss Limit Card Tracking System
During the summer of 1998, all Missouri casinos in the St. Louis market,
except the "Admiral," migrated from a manual/paper system of regulating the
Missouri $500 loss limit to an electronic system. This paperless loss
tracking system is more guest friendly and allows for the use of bill
validators on slot machines, a convenience that the "manual/paper" system does
not allow.
The slot machines currently offered by the "Admiral" lack bill validators
since prior to introduction of the electronic loss tracking system, bill
validators were not permitted in Missouri. As a result, the Company cannot
currently provide guests the convenience of using bill validators nor adapt to
the paperless loss tracking system, putting the "Admiral" at a significant
competitive disadvantage with the other casinos in the St. Louis market.
This competitive disadvantage will soon escalate. The Missouri Gaming
Commission is expected to allow credits generated through use of the bill
28
<PAGE> 30
validators to go directly to the slot "credit meter" for use by the customer.
Presently in Missouri, a customer using a bill validator receives tokens in
the tray and then must feed these tokens into the machine. The regulatory
change will provide a significant added convenience to slot players.
In March 2000, the Company purchased 850 previously owned slot machines that
are equipped with bill validators and are fitted to operate with an electronic
loss limit system that the Company is installing. It is anticipated that the
installation of these slot machines and the new system will be completed
during the fall of 2000. Management believes when completed, the Company will
be better positioned to compete in the St. Louis market.
Relocation of the "Admiral"
The Company has received the appropriate regulatory and city approvals to
relocate the "Admiral" 1,000 feet north from its current location (the
"Laclede's Landing area"). It is anticipated that the new location will
provide for an improved operation with better ingress/egress, provide better
parking and be less susceptible to flooding. The Company believes that this
move will result in increased revenues for the "Admiral" and increased rent
and tax revenues for the City of St. Louis. The City has agreed to fund the
first $3.0 million of the estimated $7.9 million in costs to relocate and
improve the "Admiral." Of the $3.0 million City-funded relocation costs, $2.4
million will be financed through bank debt. The Company will pay for the
remaining costs. It is anticipated that the City will repay the $2.4 million
debt from gaming taxes it receives based upon gaming revenues of the
"Admiral." The Company has guaranteed completion of the project and repayment
of the $2.4 million bank debt if the City fails to pay it. The Company
expects to fund this project from operating cash flow. See Liquidity and
Capital Resources.
The platform construction on the levee began in September 1999. As of the
end of April 2000, the Company has spent approximately $2.8 million on the
relocation, of which the City has reimbursed the Company $2.1 million.
It is anticipated that the move will be completed by late 2000, river
conditions permitting. The river height must be below 10 feet to allow the
"Admiral" to maneuver under two bridges to its new location. It is
anticipated the "Admiral" will be closed approximately two weeks to effectuate
the move, including the physical move of the "Admiral," utility hook up and
re-installation of the slot machines.
The anticipated benefits of relocating the "Admiral" include:
Ingress/Egress -- Traffic ingress to and egress from the casino, at its
present location, is difficult. Access from the major highways is poor.
Significant improvements in exit and entrance ramps to the Laclede's Landing
area off the main highway have been recently completed. In addition, road
improvements within the Laclede's Landing area are underway or completed.
Four roads to and from the main highway will provide improved ingress/egress
at the new location.
Guest Parking -- Parking in the current location is limited and not
29
<PAGE> 31
controlled by the Company. Currently, all parking facilities, including the
valet parking areas, are operated by third parties. Directly across the
street from the casino is a large flood wall, which limits parking. Guests
must either use the parking garages in the proximity of the casino and walk
considerable distances or park on the levee. The new location provides the
potential for significantly improved parking facilities with parking garages
and lots conveniently located, and the potential to expand and control the
parking.
Flooding -- Flooding and high water on the Mississippi River has negatively
impacted the financial results of the "Admiral" operations every year since it
has opened. The impact first occurs as the river rises and reduces or totally
eliminates parking on the levee, which is currently the closest parking to the
casino. Periodically the river level has reached levels that has made the
construction of costly scaffolding necessary to keep access to the casino
open. The new location is four feet higher and will be much less susceptible
to flooding. Historically, if the "Admiral" had been at its new location
since it opened for gaming in 1994, it is unlikely that the casino would have
been forced to close due to flooding.
Laclede's Landing Entertainment District -- Laclede's Landing is a historic
area located north of the Arch on the Mississippi River and is an
entertainment destination. The "Admiral" is currently located "next to" the
Laclede's Landing area. The casino is not visible from the downtown area,
major highways or the Laclede's Landing entertainment area due to a flood wall
and other infrastructure. The relocated "Admiral" will be centrally
positioned in the entertainment district, readily visible to those coming to
the Laclede's Landing area.
Commercial Development -- There's been significant commercial development in
recent years in the Laclede's Landing area. Recently there has been
significant interest in developing additional hotels in Laclede's Landing.
Additionally, the number of conventions and entertainment at the nearby
convention center and TWA Dome continues to be a catalyst for business in the
area. Management believes that the relocated "Admiral" will serve as a
catalyst for further commercial and entertainment growth in the Laclede's
Landing area.
While the Company believes both the slot upgrade and relocation of the
"Admiral" should enhance St. Louis operations, there can be no guarantee or
assurance that these expected benefits will be realized.
Philadelphia, Pennsylvania
During December 1993, the Company entered into an agreement for the rights
to utilize an 18-acre river front 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 entered into the option
agreements in anticipation of the legalization of gaming in Pennsylvania.
30
<PAGE> 32
Over the course of the next six years, the parties modified the lease and
the option agreements three times and the Company exercised its options
throughout the period.
In February 1999, the Pennsylvania House of Representatives approved a bill
allowing riverboat casinos to be included in a non-binding statewide gambling
referendum in May 1999. In March 1999, the state Senate voted 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 its remaining investment in Philadelphia of
as of February 28, 1999 and subsequently notified the lessors of management's
intent not to renew the options under the then existing terms. The Company
incurred development costs of $3.8 million and $2.0 million for fiscal years
1999 and 1998, respectively, relating to Philadelphia.
New York, New York
The Company pursued a gaming license for a "cruise-to-nowhere" operation in
New York City utilizing the "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 2000, 1999 and 1998 include the
gaming results for Davenport, Iowa, Biloxi, Mississippi and St. Louis,
Missouri, and of 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.
31
<PAGE> 33
The following table highlights the results of the Company's operations.
Twelve Months Ended
February 29/28,
2000 1999 1998
------ ------ ------
(in millions)
Davenport, Iowa Operations
Operating revenues $ 77.8 $ 78.9 $ 73.5
Operating income 8.0 11.6 9.6
Biloxi, Mississippi Operations
Operating revenues 59.4 59.6 44.6
Operating income (loss) 4.6 5.1 (2.3)
St. Louis, Missouri Operations
Operating revenues 65.5 63.9 67.9
Operating income 1.6 0.6 2.7
Corporate Leasing Operations
Operating revenues 1.8 3.0 1.5
Operating income (loss) (1.6) 0.3 (0.5)
Corporate Administrative
and Development
Operating loss (5.0) (11.7) (6.7)
The following table highlights certain supplemental measures of the
Company's financial performance.
Twelve Months Ended
February 29/28,
2000 1999 1998
------ ------ ------
(numbers in millions)
Davenport, Iowa Operations
EBITDA $ 12.3 $ 16.3 $ 14.2
EBITDA margin 15.8% 20.7% 19.3%
Biloxi, Mississippi Operations
EBITDA $ 7.0 $ 7.9 $ 0.6
EBITDA margin 11.8% 13.3% 1.3%
St. Louis, Missouri Operations
EBITDA $ 6.4 $ 5.9 $ 7.9
EBITDA margin 9.8% 9.2% 11.6%
Corporate Leasing Operations
EBITDA $ 0.7 $ 1.8 $ 1.1
EBITDA margin 38.9% 60.0% 73.3%
Corporate Administrative
and Development
EBITDA $ (4.9) $ (11.7) $ (6.7)
32
<PAGE> 34
"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 2000 Compared to Fiscal 1999
Operating revenues. The Company generated consolidated operating revenues
of $204.5 million during fiscal 2000 compared to $205.5 million during fiscal
1999, a decrease of $1.0 million. While the St. Louis operations experienced
an increase in revenues of $1.6 million, the Davenport and Biloxi operations
experienced decreases in operating revenues of $1.1 million and $0.2 million,
respectively. Additionally, the corporate leasing operation experienced a
$1.2 million decrease in operating revenues as a result of a charter agreement
with a third party terminating in July 1999.
Gaming revenues from the Company's Davenport operations decreased $0.3
million during fiscal 2000, compared to fiscal 1999. In Biloxi, an increase
in overall market contributed to a $0.7 million increase in gaming revenues.
Gaming revenues in St. Louis increased $5.5 million compared to the previous
year. The prior year results were negatively impacted by the barge accident
in April 1998, which caused the casino to be closed for 26 days, and
contributed to a loss of market share thereafter.
The Company's revenues from food and beverage, hotel, retail and other (net
of promotional allowances) were $21.8 million during fiscal 2000, compared to
$28.6 million during fiscal 1999, a decrease of $6.8 million or 23.8%. The
decrease was largely attributable to (i) insurance proceeds of $0.9 million in
fiscal 2000 compared to $4.2 million in fiscal 1999, primarily related to the
suspension of operations in St. Louis; and (ii) a decrease in charter revenues
of $1.2 million as a result of a charter agreement with a third party
terminating in July 1999.
Operating costs and expenses. The Company's consolidated gaming and gaming
cruise operating costs and expenses were $111.7 million during fiscal 2000,
compared to $103.3 million during fiscal 1999, an increase of $8.4 million or
8.1%. The increase in gaming costs was primarily attributable to the $5.8
million increase in gaming revenues and those costs directly affected by the
increased revenue levels, such as gaming and boarding taxes. As a percentage
33
<PAGE> 35
of gaming revenues, gaming and gaming cruise costs increased to 61.1% in
fiscal 2000 from 58.4% during fiscal 1999.
Competition continues to impact gaming expenses as cash back and promotional
expenses increased at all three gaming operations. Gaming expenses increased
at the Biloxi casino $1.9 million over the prior year with an $0.8 million
increase in cash back, $0.5 million in increased cost of complementary
expenses and $0.4 million related to payroll and benefit costs.
Gaming expenses increased at the Davenport casino $2.6 million over the
prior year due to (i) an increase of $1.0 million in slot lease expense
related to wide-area-progressive games, (ii) an increase of $0.9 million in
cash back and coupons, (iii) an increase of $0.5 million as a result of an
increase in labor and benefit expense, and (iv) an increase in advertising
expense of $0.2 million. Davenport has significantly reduced the number of
wide-area-progressive machines on its floor for fiscal 2001.
The St. Louis increase of $3.9 million in gaming expenses reflects $2.2
million of increased gaming and boarding taxes from increased gaming revenues
and passengers, an additional $0.7 million of boarding fees relating to the
effect continuous boarding had on the calculation of the boarding tax and a
$0.8 million increase in cash back and promotional expenses.
The Company's consolidated selling, general and administrative expenses were
$50.3 million during fiscal 2000, compared to $54.6 million during fiscal
1999, a decrease of $4.3 million or 7.8%. As a percentage of consolidated
revenues, selling, general and administrative expenses decreased to 24.6%
during fiscal 2000, from 26.6% during fiscal 1999.
The St. Louis operations' selling, general and administrative expenses
decreased $3.3 million from the prior year. The prior year reflected $2.7
million of repairs and other costs as a result of the barge accident and $0.6
million resulting from a general liability claim related to a specific
incident. In addition, the current year reflected an $0.8 million reduction
in property taxes, of which $0.3 million relates to a successful tax protest
of prior years. These savings were offset by a $0.5 million increase in
parking costs related to the high water that was experienced in fiscal 2000
and an increase in other expenses of $0.3 million.
The Biloxi operations' selling, general and administrative expenses
decreased $1.3 million over the prior year. Of this reduction, $1.7 million
related to the purchase of the casino barge that was formerly leased by the
Company and the resulting elimination of the charter fees and other associated
costs and a $0.2 million savings on property taxes. These savings were
partially offset by an increase of $0.9 million in marketing and advertising
costs.
The selling, general and administrative expenses of the corporate leasing
operations increased $0.2 million. This increase was primarily attributable
to the costs of maintaining the M/V "New Yorker" whose charter ended in June
1999. This cost will increase in the future if the Company is unsuccessful in
either leasing or selling the vessel during fiscal 2001.
34
<PAGE> 36
Depreciation and amortization expenses were $14.0 million during fiscal year
2000 compared to $14.4 million during fiscal year 1999, a decrease of $0.4
million, or 2.8%.
The Company incurred development costs of $0.2 million during fiscal 2000,
compared to $6.9 million during fiscal 1999. Fiscal 2000 costs were incurred
primarily for the ongoing Destination Broadwater project. In fiscal 1999,
these expenses included $3.8 million related to 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
February 28, 1999. Also during 1999, the Company was unsuccessful in
obtaining a gaming license to operate a cruise-to-nowhere casino from New York
City.
Operating income. As a result of the foregoing items, the Company had
operating income of $7.5 million during fiscal 2000, compared to operating
income of $5.9 million during fiscal 1999.
Interest expense, net. The Company incurred net interest expense of $19.6
million during fiscal 2000, compared to $19.3 million during fiscal 1999, an
increase of $0.3 million or 1.6%.
Minority interest expense. The Company incurred $1.3 million in minority
interest expense for fiscal 2000, compared to $1.5 million for fiscal 1999, a
decrease of $0.2 million or 13.3%.
Net loss. The Company incurred a net loss of $13.4 million during fiscal
2000, compared to a net loss of $14.9 million during fiscal 1999.
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.
35
<PAGE> 37
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
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 general
liability claim in fiscal 1999; (iv) $0.4 million increase as the result of
taking possession of "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
36
<PAGE> 38
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
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.
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 believes that it has adequate sources of liquidity to meet its
normal operating requirements. However, because of the Company's relatively
high degree of leverage and the need for significant capital expenditures at
its St. Louis property, management determined that, pending a restructuring of
its indebtedness, it would not be in the best interest of the Company to make
the regularly scheduled interest payments on its Senior Exchange Notes and
Secured Notes. Accordingly, the Company has not made the regularly scheduled
interest payment of $6.4 million due and payable on March 15, 2000. An Event
of Default under the Indenture pursuant to which the Senior Exchange Notes and
Secured Notes were issued occurred on April 15, 2000, and is continuing as of
the date hereof. No action has been taken by either the Indenture Trustee or
holders of at least 25% of the Senior Exchange Notes and Secured Notes to
accelerate the Senior Exchange Notes and Secured Notes and declare the unpaid
principal and interest to be due and payable. In the event the Senior
Exchange Notes and Secured Notes are accelerated, the Company would not have
37
<PAGE> 39
the resources available to repay such indebtedness. The Company has initiated
and is continuing discussions with representatives of the Committee concerning
a restructuring of the Company's indebtedness that may include the sale of
some of the Company's properties.
By suspending the interest payments on the Senior Exchange Notes and Secured
Notes until such time as a restructuring plan has been negotiated and
implemented, the Company believes that its liquidity and capital resources
will be sufficient to maintain all of its normal operations at current levels
during the restructuring period and does not anticipate any adverse impact on
its operations, customers or employees. However, costs incurred and to be
incurred in connection with any restructuring plan have been and will continue
to be substantial and, in any event, there can be no assurance that the
Company will be able to successfully restructure its indebtedness or that its
liquidity and capital resources will be sufficient to maintain its normal
operations during the restructuring period. The Company remains current with
all its vendors and suppliers.
As of February 29, 2000, the Company has $12.4 million of unrestricted cash
and cash equivalents. Of this amount, the Company requires approximately $8.0
million to $9.5 million of cash to fund daily operations. The Company is
heavily dependant on cash generated from operations to continue to operate as
planned in its existing jurisdictions and to make 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 operating properties but not meet all its obligations for
borrowed money. To the extent cash generated from operations is less than
anticipated, the Company may be required to curtail certain planned
expenditures.
The $2.8 million of the Company's 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 the operations of the hotels and golf course and $2.9 million
annually ($1.7 million 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
$1.0 million restricted short-term investments consists of certificates of
deposit guaranteeing certain obligations of the Company.
The Company generated cash flow from operating activities of $7.5 million
during fiscal 2000, compared to $2.4 million in fiscal 1999.
Investing activities of the Company used $9.0 million of cash during fiscal
2000, compared to the $5.4 million provided by investing activities during
fiscal 1999. During fiscal 2000, $8.2 million was expended on property and
equipment, $0.6 million was paid to the Davenport minority partner and $0.7
million was used to purchase short-term investments.
The indenture governing the Company's Senior Exchange Notes due 2001 (the
"Indenture"), restricts the ability of PCI, TCG and PCI's wholly-owned
38
<PAGE> 40
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). 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. Certain provisions of the Indenture do not apply to the Company's
consolidated entities which do not guarantee the Senior Exchange Notes.
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 "New Yorker," as well as subsidiary
guarantees.
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 29, 2000, the
Company has accrued $6.0 million of this loan fee. The aforementioned default
on the Company's Senior Exchange Notes and Secured Notes also constituted a
default under this Broadwater note. The Company has continued to make the
monthly interest payments related to this note and is in negotiations with the
lender regarding extending the note past its July 2000 maturity date as
management believes the Company will not have the resources available at that
time to pay such indebtedness. No action has been taken by the lender to
accelerate the note and declare the unpaid principal and loan fee due and
payable.
In August 1999, the Company purchased "President Casino-Broadwater", the
39
<PAGE> 41
vessel on which the Company conducts its Biloxi gaming operations. The
Company paid $1.0 million at closing and financed $5.4 million. Under the
terms of the agreement, the Company made monthly combined interest and
principal payments of $0.3 million through March 2000. The Company made the
scheduled payment of $0.1 million on April 1, 2000. The balloon payment due
of $3.7 million was not made on April 15, 2000 and the note is in default.
Instead a payment of $0.3 million was made at that date and a subsequent
payment of $0.3 million was made in May 2000. The Company has reached an
agreement in principle to extend the payment obligations under this note and
is finalizing the documentation. The extended note is expected to have
monthly payments of $0.3 million and mature in March 2001.
The 9.29% term note payable is collateralized by the vessel "President
Casino-Mississippi" and various equipment with a net book value of $7.6
million as of February 29, 2000, 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 $40.0 million. The
Company received a waiver of the net worth covenant through the period ended
September 30, 2000, at which time the Company's net worth requirement will
return to $40.0 million. The aforementioned default on the Company's Senior
Exchange Notes and Secured Notes also constituted a default under this vessel
note. The Company has continued to make the quarterly principal and interest
payments related to this note. No action has been taken by the lender to
accelerate the note and declare the unpaid principal due and payable.
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 29, 2000, of $5.9 million and $3.9 million, respectively, various
personal property and an assignment of various contracts. As of February 29,
2000, the line of credit was $2.7 million, of which $0.5 million was
available. The line of credit reduces to $1.8 million as of March 31, 2000
and terminates in September 2000. The line of credit is available exclusively
to TCG. Distributions from TCG to its general partner are limited by its
partnership agreement. The Company has continued to make the principal and
interest payment required under the line including the $0.4 million principal
payment that was due and paid in March 2000.
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
40
<PAGE> 42
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 and
adversely impact the Company's business plan.
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
Derivative Instruments and Hedging Activities," which, after being amended by
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of FASB Statement No. 133," is effective for
fiscal years beginning after June 15, 2000. The Statement establishes
accounting and reporting standards for derivative instruments. The Company is
currently evaluating the impact of this new standard, but management believes
it will not materially impact the Company as the Company does not engage in
hedging activities or utilize derivative instruments.
Forward Looking Statements
This Annual Report on Form 10-K and certain information provided
periodically in writing and orally by the Company's designated officers and
agents contain certain statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended and Section 21E of the Securities Exchange Act of 1934, as amended.
The terms "Company," "we," "our" and "us" refer to President Casinos, Inc.
The words "expect," "believe," "goal," "plan," "intend," "estimate," and
similar expressions and variations thereof are intended to specifically
identify forward-looking statements. Those statements appear in this Annual
Report on Form 10-K and the documents incorporated herein by reference,
particularly "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with
respect to, among other things: (i) our financial prospects; (ii) our
financing plans and our ability to meet our obligations under our debt
obligations and obtain satisfactory operating and working capital; (iii) our
operating and restructuring strategy; and (iv) the effect of competition and
regulatory developments on our current and expected future revenues. You are
cautioned that any such forward looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ materially from those projected in the forward looking
statements as a result of various factors. The factors that might cause such
differences include, among others, the following: (i) continuation of future
operating and net losses by the Company; (ii) the inability of the Company to
restructure its debt obligations; (iii) the inability of the Company to obtain
sufficient cash from its operations and other resources to fund ongoing
obligations; (iv) developments or new initiatives by our competitors in the
markets in which we compete; (v) our stock price; (vi) adverse governmental or
regulatory changes or actions which could negatively impact our operations;
and (vii) other factors including those identified in the Company's filings
made from time-to-time with the Securities and Exchange Commission. The
41
<PAGE> 43
Company undertakes no obligation to publicly update or revise forward looking
statements to reflect events or circumstances after the date of this Annual
Report on Form 10-K or to reflect the occurrence of unanticipated events.
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,
which risk may be material. The Company has not engaged in any hedging
transactions with respect to such risks.
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.
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 2000 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 2000
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 2000 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
42
<PAGE> 44
contained in "Certain Transactions" included in the Company's Proxy Statement
for the 2000 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.
43
<PAGE> 45
<TABLE>
<S><C>
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, hereunto
duly authorized.
PRESIDENT CASINOS, INC.
By: /s/ James A. Zweifel
---------------------------
Name: James A. Zweifel
Title: Executive Vice President
and Chief Financial Officer
Date: May 30, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been
signed on this 26th day of May, 2000 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/ W. Raymond Barrett Director
--------------------------
W. Raymond Barrett
/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
</TABLE>
44
<PAGE> 46
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
I. PRESIDENT CASINOS, INC.
Consolidated Financial Statements:
Independent Auditors' Report ......................................F-2
Consolidated Balance Sheets as of February 29/28, 2000 and 1999....F-3
Consolidated Statements of Operations for the Years
Ended February 29/28, 2000, 1999 and 1998........................F-4
Consolidated Statements of Stockholders' Equity (Deficit)for
the Years Ended February 29/28, 2000, 1999 and 1998..............F-5
Consolidated Statements of Cash Flows for the Years
Ended February 29/28, 2000, 1999 and 1998........................F-6
Notes to Consolidated Financial Statements.........................F-7
Financial Statement Schedule:
Schedule II--Valuation and Qualifying Accounts.................... F-43
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-44
Balance Sheets as of February 29/28, 2000 and 1999.................F-45
Statements of Operations for the Years
Ended February 29/28, 2000, 1999 and 1998........................F-46
Statements of Partners' Preferred Redeemable Capital and
General Capital for the Years
Ended February 29/28, 2000, 1999 and 1998........................F-47
Statements of Cash Flows for the Years
Ended February 29/28, 2000, 1999 and 1998........................F-48
Notes to Financial Statements......................................F-49
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> 47
INDEPENDENT AUDITORS' REPORT
To the Members of the Board of Directors of
President Casinos, Inc.:
We have audited the accompanying balance sheets of President Casinos, Inc.,
(the "Company") as of February 29, 2000 and February 28, 1999, and the related
statements of operations, stockholder's deficit, and cash flows for each of
the three years in the period ended February 29, 2000. Our audits also
include the financial statement schedule listed in the Index at Item 14(a)2.
These financial statements 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 auditing standards generally
accepted in the United States of America. 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 President Casinos, Inc. as of February 29,
2000 and February 28, 1999, and the results of its operations and its cash
flows for each of the three years in the period ended February 29, 2000 in
conformity with accounting principles generally accepted in the United States
of America. 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.
The accompanying financial statements have been prepared assuming that
President Casinos, Inc., will continue as a going concern. As discussed in
Note 1, the Company is experiencing difficulty in generating sufficient cash
flow to meet its obligations and significant amounts of debt are currently due
and in default, which raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
May 17, 2000
F-2
<PAGE> 48
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
February 29/28,
2000 1999
-------- --------
<S> <C>
<C>
ASSETS
Current Assets:
Cash and cash equivalents............................................. $
12,408 $ 17,110
Restricted cash.......................................................
2,780 3,095
Restricted short-term investments.....................................
960 275
Receivables, net of allowance for doubtful accounts of $331 and $357..
1,401 2,588
Inventories...........................................................
1,728 1,848
Prepaid expenses and other current assets.............................
2,218 2,383
--------- ---------
Total current assets..............................................
21,495 27,299
--------- ---------
Property and Equipment, net.............................................
142,490 142,740
--------- ---------
Other Assets:
Deferred financing costs..............................................
1,163 2,229
Other assets..........................................................
246 476
--------- ---------
Total other assets................................................
1,409 2,705
--------- ---------
$165,394 $172,744
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable...................................................... $
3,969 $ 3,008
Accrued payroll and benefits..........................................
7,499 7,831
Other accrued expenses................................................
14,201 14,384
Short-term debt.......................................................
4,513 --
Current maturities of long-term debt and capital lease obligations....
135,577 1,886
Accrued loan fee......................................................
5,996 --
--------- ---------
Total current liabilities.........................................
171,755 27,109
--------- ---------
Long-Term Liabilities:
Notes payable and capital lease obligations...........................
-- 135,813
Accrued loan fee......................................................
-- 3,566
--------- ---------
Total long-term liabilities.......................................
-- 139,379
--------- ---------
Total liabilities..............................................
171,755 166,488
--------- ---------
Commitments and Contingent Liabilities..................................
-- --
Minority Interest.......................................................
13,220 12,464
Stockholders' 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; 5,032,982 shares issued and outstanding.................
302 302
Additional paid-in capital............................................
101,729 101,729
Accumulated deficit...................................................
(121,612) (108,239)
--------- ---------
Total stockholders' deficit.......................................
(19,581) (6,208)
--------- ---------
$165,394 $172,744
========= =========
See Notes to Consolidated Financial Statements.
</TABLE>
F-3
<PAGE> 49
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended February 29/28,
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES:
Gaming..................................... $182,730 $176,895 $169,467
Food and beverage.......................... 24,309 22,891 20,677
Hotel...................................... 7,349 8,139 4,889
Retail and other........................... 8,482 12,525 6,176
Less promotional allowances................ (18,321) (14,938) (13,674)
--------- --------- ---------
Total operating revenues................. 204,549 205,512 187,535
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Gaming and gaming cruise................... 111,679 103,278 99,750
Food and beverage.......................... 14,973 14,930 13,994
Hotel...................................... 2,931 2,749 1,613
Retail and other........................... 2,851 2,747 2,299
Selling, general and administrative........ 50,306 54,588 50,355
Depreciation and amortization.............. 13,975 14,428 14,372
Development................................ 211 6,921 2,655
Impairment of long-lived assets............ -- -- 396
(Gain) loss on sale of
property and equipment.................. 99 14 (726)
--------- --------- ---------
Total operating costs and expenses....... 197,025 199,655 184,708
--------- --------- ---------
OPERATING INCOME........................... 7,524 5,857 2,827
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income (related party interest
income of $0, $0, and $103).............. 497 607 1,050
Interest expense........................... (20,083) (19,870) (18,044)
--------- --------- ---------
Total other expense, net................... (19,586) (19,263) (16,994)
--------- --------- ---------
LOSS BEFORE MINORITY INTEREST.............. (12,062) (13,406) (14,167)
Minority interest.......................... 1,311 1,486 870
--------- --------- ---------
NET LOSS................................... $(13,373) $(14,892) $(15,037)
========= ========= =========
Basic and diluted net loss per share....... $ (2.66) $ (2.96) $ (2.99)
======== ======== ========
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> 50
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
Additional
Common Paid-In Accumulated
Stock Capital Deficit
Total
----- ------- --------
-----
<S> <C> <C> <C> <C>
Years Ended February 28/29,
1998, 1999 and 2000:
Balance as of March 1, 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)
Net loss.......................... -- -- (13,373)
(13,373)
---------- ---------- ----------
----------
Balance as of February 29, 2000... $ 302 $ 101,729 $(121,612) $
(19,581)
========== ========== ==========
==========
See Notes to Consolidated Financial Statements.
</TABLE>
F-5
<PAGE> 51
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended February
29/28,
2000 1999
1998
------ ------
------
<S> <C> <C>
<C>
Cash flows from operating activities:
Net loss............................................ $(13,373) $(14,892)
$(15,037)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization................... 13,975 14,428
14,372
(Gain) loss on disposal of assets............... 99 14
(726)
Impairment of long-lived assets................. -- --
396
Amortization of deferred financing
costs and discount............................ 3,287 3,368
2,434
Amortization of lease options................... -- 2,190
1,917
Minority interest............................... 1,311 1,486
870
Net change in working capital accounts.......... 1,878 (4,462)
2,399
Net change in long-term accounts................ 294 231
(446)
--------- ---------
---------
Net cash provided by operating activities..... 7,471 2,363
6,179
--------- ---------
---------
Cash flows from investing activities:
Expenditures for property and equipment........... (8,188) (8,222)
(35,439)
Proceeds from the sale of equipment............... 159 106
1,601
Changes in restricted cash........................ 315 1,259
(4,354)
Purchase of lease options......................... -- (856)
(1,325)
Purchase of short-term investments................ (685) --
(2,022)
Maturity of short-term investments................ -- 2,347
--
Payment of minority interest...................... (555) --
(104)
--------- ---------
---------
Net cash used in investing activities........ (8,954) (5,366)
(41,643)
--------- ---------
---------
Cash flows from financing activities:
Proceeds from notes payable....................... 319 25,000
30,000
Proceeds from capital lease refund................ -- --
108
Payments on notes payable......................... (2,632) (24,150)
(400)
Payments on capital lease obligations............. (906) (15)
(81)
--------- ---------
---------
Net cash provided by (used in)
financing activities........................ (3,219) 835
29,627
--------- ---------
---------
Net decrease in cash and cash equivalents........... (4,702) (2,168)
(5,837)
Cash and cash equivalents at beginning of year...... 17,110 19,278
25,115
--------- ---------
---------
Cash and cash equivalents at end of year............ $ 12,408 $ 17,110
$ 19,278
========= =========
=========
See Notes to Consolidated Financial Statements.
</TABLE>
F-6
<PAGE> 52
PRESIDENT CASINOS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except 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 corporation (collectively, the "Company"
or "PCI"). All material intercompany balances and transactions have been
eliminated.
PCI owns, operates and develops 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 casino operation is 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. The Broadwater Property in Biloxi was
acquired by the Company in July 1997 and is owned by the President Broadwater
Hotel, LLC, a limited liability corporation in which the Company has a 100%
ownership interest and a wholly-owned entity of the Chairman has preferred
rights to certain cash flows. TCG/Blackhawk, Inc., the owner of the Blackhawk
Hotel in Davenport, is a wholly-owned subsidiary of the Company.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is experiencing
difficulty generating sufficient cash flow to meet its obligations and sustain
its operations. The Company believes that it has adequate sources of
liquidity to meet its normal operating requirements. However, because of the
Company's relatively high degree of leverage and the need for significant
capital expenditures at its St. Louis property, management determined that,
pending a restructuring of its indebtedness, it would not be in the best
interest of the Company to make the regularly scheduled interest payments on
its $75,000 Senior Exchange Notes and $25,000 Secured Notes. Accordingly, the
Company has not paid the regularly scheduled interest payment of $6,375 that
was due and payable March 15, 2000. Under the Indentures pursuant to which
the Senior Exchange Notes and Secured Notes were issued, an Event of Default
occurred on April 15, 2000, and is continuing as of the date hereof. No
action has been taken by either the Indenture Trustee or holders of at least
25% of the Senior Exchange Notes and Secured Notes to accelerate the Senior
Exchange Notes and Secured Notes and declare the unpaid principal and interest
to be due and payable.
An informal committee (the "Committee"), representing holders of a majority
in interest of the Senior Exchange Notes and Secured Notes, has been formed.
F-7
<PAGE> 53
The Committee has retained legal counsel, certain costs of which are being
borne by the Company. The Company has initiated and is continuing discussions
with representatives of the Committee concerning a restructuring of the
Company's indebtedness that may include the sale of some of the Company's
properties. The Company believes that the market value of its properties and
assets substantially exceeds the amount of its debt. Management believes this
market value is the key factor in the Company's program to resolve this matter
with the bond holders. There can be no assurances that the Company will be
successful in this restructuring, and the Company believes that the success of
such restructuring will depend in large part upon the cooperation and the
willingness of the creditors to work with the Company.
By suspending the interest payments on the Senior Exchange Notes and Secured
Notes until such time as a restructuring plan has been negotiated and
implemented, the Company believes that its liquidity and capital resources
will be sufficient to maintain all of its normal operations at current levels
during the restructuring period and does not anticipate any adverse impact on
its operations, customers or employees. However, costs incurred and to be
incurred in connection with any restructuring plan have been and will continue
to be substantial and, in any event, there can be no assurance that the
Company will be able to successfully restructure its indebtedness or that its
liquidity and capital resources will be sufficient to maintain its normal
operations during the restructuring period. The Company remains current with
all its vendors and suppliers.
As of February 29, 2000, the Company has $12,400 of unrestricted cash and
cash equivalents. Of this amount, the Company requires approximately $8,000
to $9,500 of cash to fund daily operations. The Company is heavily dependant
on cash generated from operations to continue to operate as planned in its
existing jurisdictions and to make 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 operating properties but not meet all its obligations for borrowed
money. To the extent cash generated from operations is less than anticipated,
the Company may be required to curtail certain planned expenditures.
Due to cross default provisions associated with other debt agreements, the
Company is also in default on certain other debts. These debts include the
$30,000 note and the associated $7,000 loan fee related to the Broadwater
Property and the $3,000 "President Casino-Mississippi" note. These debts are
also currently due and classified in current liabilities as of February 29,
2000. Additionally, the Company did not pay the $3,966 note which was due
April 15, 2000, associated with the purchase of the Biloxi casino barge and
the note is in default. A payment of $325 was made on that date and $306 on
May 16, 2000. The Company has reached an agreement in principle under this
note and is finalizing the documentation. The extended note is expected to
have monthly payments of $325 and mature in March 2001. In the event that
these notes are accelerated, at this time the Company does not have the
resources available to repay such indebtedness.
Management is pursuing various strategic financing alternatives in order to
fund these obligations and the Company's continuing operations. The Company
is working with recognized financial advisors in the gaming industry to pursue
F-8
<PAGE> 54
these alternatives, including the restructuring and refinancing of outstanding
debt obligations and/or the sale of a portion of its assets. The Company's
ability to continue as a going concern is dependent on the ability of the
Company to restructure successfully, refinance its debts or sell/charter
assets on a timely basis under acceptable terms and conditions and the ability
of the Company to generate sufficient cash to fund future operations. There
can be no assurance in this regard or that the Company will continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainly.
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.
Restricted Short-term Investments -- The Company is required to
collateralize a letter of credit and an appeal bond. To fulfill these
requirements the Company invests in certificates of deposit with maturities
greater than ninety days at date of purchase. Short-term investments are
stated at cost, which approximates fair value.
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.
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 or development 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 5-20 years
Leasehold improvements 5-20 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
F-9
<PAGE> 55
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:
2000 1999 1998
------ ------ ------
Food and beverage...... $ 7,426 $ 5,777 $ 5,078
Rooms.................. 1,145 1,084 382
Other.................. 213 154 123
-------- -------- --------
$ 8,784 $ 7,015 $ 5,583
======== ======== ========
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 was partially self-insured for both employee
and third party liability costs through April 1999. Effective May 1999, the
Company became fully insured for workers compensation claims. 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 anti-
dilutive nature of the stock options, since the Company has had losses in all
periods presented.
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 accounting principles generally accepted in the United States
of America 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.
F-10
<PAGE> 56
Comprehensive Income -- The Company does not have any items of other
comprehensive income (loss). Accordingly, net income (loss) and comprehensive
income (loss) are the same.
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 Derivative
Instruments and Hedging Activities," which, after being amended by SFAS No.
137 "Accounting for Derivative Instruments and Hedging Activities-Deferral of
the Effective Date of FASB Statement No. 133," which is effective for fiscal
years beginning after June 15, 2000. The statement establishes accounting and
reporting standards for derivative instruments The Company is currently
evaluating the impact this statement will have on the financial statements,
but management believes it will not materially impact the Company as the
Company does not engage in hedging activities or utilize derivative
instruments.
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 1999 and 1998 have been
reclassified to conform with fiscal 2000 financial statement presentation.
F-11
<PAGE> 57
3. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
2000 1999
------ ------
Owned property:
Land.................................. $ 685 $ 685
Land and marina improvements.......... 6,528 6,531
Buildings and improvements............ 8,224 7,363
Boats, barges and improvements........ 77,513 60,827
Leasehold improvements................ 7,800 9,936
Furnishings and equipment............. 55,341 46,595
Property leased to third parties...... 23,624 24,186
Property held for development or
sale, at net book value............. 43,252 49,910
Construction in progress.............. 534 873
--------- ---------
223,501 206,906
Accumulated depreciation
and amortization.................. (81,022) (64,369)
--------- ---------
142,479 142,537
--------- ---------
Property under capital leases.......... 16 2,908
Accumulated amortization............ (5) (2,705)
--------- ---------
11 203
--------- ---------
Property and equipment, net....... $142,490 $142,740
========= =========
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
Biloxi, Mississippi for $40,500 plus closing costs. The property comprises
approximately 260 acres and includes a 111-slip marina, two hotels and an
adjacent 18-hole golf course (collectively, the "Broadwater Property"). The
purchase price and related closing costs were allocated principally to
property held for development 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 marina is the site of the Company's casino operations in Biloxi. On
August 10, 1999, the Company purchased "President Casino-Broadwater," the
vessel on which the President-Mississippi conducts its gaming operations.
Under the terms of the agreement, the Company purchased the "President Casino-
Broadwater" for $6,393, of which $1,000 paid in cash and $5,393 was financed
by the seller. Terms of the financing included monthly principal and interest
payments of $290 through March 2000, $145 on April 1, 2000 and a final payment
of $3,652 on April 15, 2000. The balloon payment due of $3,652 was not made
on April 15, 2000, but instead a payment of $325 was made and a subsequent
payment of $306 was made on May 16. The Company has reached an agreement to
F-12
<PAGE> 58
extend this note and is finalizing the documentation. The extended note is
expected to have monthly payments of $325 and mature in March 2001.
In conjunction with the execution of the purchase agreement for the
"President Casino-Broadwater," the board of directors of the Company
unanimously adopted an agreement and plan of merger, merging President
Mississippi Charter Corporation ("Charter Corp.") into the President-
Mississippi. Charter Corp., a wholly-owned subsidiary of the Company, had
subchartered the casino and leased certain slot machines to the President-
Mississippi prior to the purchase agreement. There is no impact to the
consolidated financial statements of the Company as a result of such merger.
The vessel "New Yorker" was leased to various third parties during the
fiscal years 2000, 1999 and 1998. Charter revenue of $1,820, $3,016 and
$1,500 for fiscal years 2000, 1999 and 1998, respectively, is included in
Operating Revenue-Retail and other." The vessel's last charter terminated in
June 1999 and the Company is currently seeking to recharter or sell the "New
Yorker."
During fiscal 1998, the Company recognized an impairment of long-lived
assets of $396 consisting of (i) $277 related to two barges based on market
conditions and (ii) $119 related to obsolete computer hardware and software.
There was no impairment of long-lived assets recognized for the years ended
February 29/28, 2000 and 1999.
4. INVESTMENT IN MASSENA, NEW YORK PROJECT
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 $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
pursuing legal action 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 river front 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 entered into the option
agreements in anticipation of the legalization of gaming in Pennsylvania.
Over the course of the next six years, the parties modified the lease and
the option agreements three times and the Company exercised its options
throughout the period.
F-13
<PAGE> 59
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 in May 1999. On March 8, 1999, the state Senate voted
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 remaining $1,146 of its
investment in Philadelphia as of February 28, 1999 and subsequently notified
the lessors of management's intent not to renew the options under the then
existing terms. Philadelphia development expense incurred for the years ended
February 29/28, 2000, 1999 and 1998 was $28, $3,878 and $1,987, respectively.
6. SHORT-TERM DEBT AND NOTES PAYABLE
Short-term is summarized as follows:
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
"President Casino-Broadwater" note payable,
monthly combined principal and interest
payments of $290, balance of $3,797
due April 2000................................. $ 3,966 $ --
Various short-term non-interest bearing notes... 547 --
--------- ---------
Short-term debt............................ $ 4,513 $ --
========= =========
</TABLE>
"President Casino-Broadwater" Barge Note
In August 1999, the Company purchased "President Casino-Broadwater", the
vessel on which the Company conducts its Biloxi gaming operations. The
Company had previously leased the "President Casino-Broadwater" since June
1995. The Company paid $1,000 at closing and $5,393 was financed by the
seller. Under the terms of the agreement, the Company made monthly combined
interest and principal payments of $290 through March 2000. The Company made
the scheduled payment of $145 on April 1, 2000. The balloon payment due April
15, 2000 of $3,652 was not made and the note is in default. Instead a payment
of $325 was made April 15, 2000 and a subsequent payment of $306 was made May
16, 2000. The Company has reached an agreement in principle to extend the
payment obligations under the note and is finalizing the documentation. The
extended note is expected to have monthly payments of $325 and mature in March
2001.
Various Non-Interest Bearing Notes
TCG purchased various gaming equipment on payment terms ranging from three
to twelve months. The terms are non-interest bearing and payments are
generally due monthly. The notes are collateralized with gaming equipment
with a net book value of $904 as of February 29, 2000.
F-14
<PAGE> 60
Current and non-current portions of long-term notes payable are summarized
as follows:
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Senior Exchange notes, 13%, principal
payments of $25,000 due September 2000 and
$50,000 due September 2001, net of discount
of $284 and $524.............................. $ 74,716 $ 74,476
Secured Notes, 12%, principal payment of
$25,000 due September 2001, net of a gain
on modification of terms of $655 and $1,080... 25,655 26,080
Broadwater Hotel note payable, variable
interest rate, 9.875% and 9.00% as of
February 29/28, 2000 and 1999, respectively,
principal payment due July 2000............... 30,000 30,000
M/V "President Casino-Mississippi" note payable,
variable interest rate, 9.29% and 8.31% as of
February 29/28, 2000 and 1999, respectively,
principal payments due quarterly of $100,
with a final payment of $2,000 due
in fiscal 2003................................. 3,000 3,400
Line of credit, prime plus 0.5%, combined
rate of 9.0% and 8.25% as of February 29/28,
2000 and 1999, respectively.................... 2,200 2,251
--------- ---------
Total notes payable.......................... 135,571 136,207
--------- ---------
Less current maturities......................... 135,571 400
--------- ---------
Long-term notes payable................... $ -- $135,807
========= =========
</TABLE>
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 150,000 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 147,000 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
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<PAGE> 61
unconditionally guaranteed, jointly and severally on a senior basis, by all of
the Company's then existing wholly-owned subsidiaries (the "Guarantors"), and,
under certain circumstances, the Company's future subsidiaries, although the
subsidiary guarantee from TCG is limited in amount. 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 all or substantially all of
its properties or assets. Each warrant entitled the holder thereof to
purchase one share of the Company's Common Stock at $47.55 per share and
expired 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.
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 "New Yorker," as well as
subsidiary guarantees.
The aggregate market value of the Senior Exchange Notes and the Secured
Notes as of February 29/28, 2000 and 1999 was $90,000 and 95,500,
respectively, based on quoted market prices.
Broadwater Hotel Note-9.875%
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
thereon. The Indebtedness bears interest at a variable rate per annum equal
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<PAGE> 62
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 29, 2000, the Company has
accrued $5,996 of this loan fee. The Company has continued to make the
monthly interest payments related to this note and is in negotiations with the
lender regarding extending the note past its July 2000 maturity date, as
management believes the Company will not have the resources available at that
time to pay such indebtedness.
M/V "President Casino-Mississippi" Note-9.29%
The 9.29% term note payable is collateralized by the vessel "President
Casino-Mississippi" and various equipment with a net book value of $7,619 as
of February 29, 2000, 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 September 30, 2000,
at which time the Company's net worth requirement will return to $40,000.
The aforementioned default on the Company's Senior Exchange Notes and Secured
Notes also constituted a default under this vessel note. The Company has
continued to make the quarterly principal and interest payments related to
this note. No action has been taken by the lender to accelerate the note and
declare the unpaid principal due and payable.
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 29, 2000, of $5,949 and $3,937, respectively, various personal
property and an assignment of various contracts. As of February 29, 2000, the
line of credit was $2,700, of which $500 was available. The line of credit
reduces to $1,800 as of March 31, 2000 and terminates in September 2000. The
line of credit is available exclusively to TCG. Distributions from TCG to its
general partner are limited by its partnership agreement. The Company has
continued to make the principal and interest payment required under the line
including the $400 principal payment that was due and paid in March 2000.
The various agreements governing the notes described above generally limit
borrowings by the Company's affiliates without the respective lenders' prior
consent.
7. CAPITAL AND OPERATING LEASES
The Company leases certain levee and other property in Davenport, Iowa,
certain mooring sites in St. Louis, Missouri and certain other equipment under
operating leases. The levee lease and its associated parking lot lease in
Davenport expire in 2015 and a second parking lot lease in Davenport expires
in 2002 with one fifteen-year renewal option.
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<PAGE> 63
The Company leases two mooring sites on the St. Louis, Missouri river front.
The Company's mooring site for Gateway Riverboat Cruises was for an initial
term of 5 years with four five-year renewal options. Assuming the exercise of
all extensions, the lease will terminate in August 2011. The current rent is
$4 annually and is subject to rate change every five years as recommended by
the Port Commission.
The Company's lease for the mooring site of the "Admiral" is for a term of
twenty five years and terminates in December 2008. The lease provides for
base rent plus payments of 2% of adjusted gross receipts (gross receipts net
of winnings paid to wagerers). The current base rent is $6 annually and is
subject to rate change every five years as recommended by the Port Commission.
The percentage rent for the years ended February 29/28, 2000 and 1999 was
$1,217 and $1,109, respectively. The percentage may be adjusted (higher or
lower) to equal the gaming rentals charged to other properties in the central
river front area of St. Louis on which gaming is conducted. Currently, the
"Admiral" is the only casino in the St. Louis central river front.
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.
In January 2000, in conjunction with the anticipated move of the "Admiral"
(see Note 16), the Company entered into a sublease agreement with the Port
Authority of the City of St. Louis for a mooring site on the St. Louis river
front approximately 1,000 feet north of the current location of the "Admiral."
The term of the lease is 25 years commencing on the day the "Admiral" moves to
the new mooring site. At such time the lease for the current mooring site of
the "Admiral" will be surrendered and shall terminate.
Rent under the terms of the new lease will consist of base rent plus a
percent of adjusted gross receipts. The base rent is $27 annually and is
subject to rate change every five years based on the recommendation of the
Port Commission. The percentage rent is 2% of adjusted gross receipts for any
lease year equal to or less than $80,000, plus 3% of that portion of adjusted
gross receipts for such lease year which exceed $80,000 but which are equal to
or less than $100,000, plus 4% of that portion of adjusted gross receipts for
such lease year, if any, which exceed $100,000.
The Company had an operating lease with an affiliate of Mr. Connelly for its
Biloxi, Mississippi mooring site, parking facilities, offices and a warehouse.
In July 1997, the Company purchased the Broadwater Property subject to the
lease as discussed in Notes 3 and 12.
The marina at the Broadwater Property 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, entity from which the
Company leased the marina ("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
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<PAGE> 64
M/V "President Casino-Mississippi" with the "President Casino-Broadwater" 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 Consumer Price Index, 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 ("Charter Corp.") of the
Company entered into an operating lease agreement (the "Charter Agreement")
with American Gaming & Entertainment, Ltd. ("AGEL") to lease a fully equipped
dockside casino ("President Casino-Broadwater"). The lease period commenced
on June 15, 1995. Under the terms of the Charter 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.
In April 1997, AGEL filed an action against 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 amended
charter period was from December 1, 1997 until April 15, 2000 and was subject
to certain purchase options. In August 1999, the Company purchased "President
Casino-Broadwater" for $6,393. In addition, in connection with the
consummation of the transaction, various lawsuits pending among the Company,
AGEL and various third parties related to the barge were dismissed.
In conjunction with the lease of the "President Casino-Broadwater" (formerly
the "Biloxi Barge,") the Company entered into a capital lease agreement for
certain slot machines with the barge lessor. Subsequently, the Company and
the lessor renegotiated the payments for a lump sum payment of $900, which the
Company made in August 1999.
Rental expense incurred under operating leases was $6,719, $7,308 and $9,597
for the years ended February 29/28, 2000, 1999 and 1998, respectively.
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<PAGE> 65
All future minimum lease commitments under noncancellable long-term
operating leases and capital leases as of February 29, 2000, are as follows:
Non-cancelable
Operating Capital
Leases Leases
------------ ------------
Years ending February 28/29:
2001........................ $ 2,449 $ 6
2002........................ 1,558 --
2003........................ 1,022 --
2004........................ 604 --
2005........................ 307 --
Thereafter.................. 3,733 --
--------- ---------
9,736 6
Less interest amount...... -- --
--------- ---------
Lease obligations............ $ 9,736 6
=========
Less current maturities... (6)
---------
Long-term capital lease
obligations................ $ --
=========
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 has determined that the tax benefit does not
satisfy the recognition criteria. Accordingly, a 100% valuation allowance is
maintained against the Company's deferred tax assets and no benefit has been
recognized for all periods presented.
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<PAGE> 66
The components of the net deferred tax asset are as follows:
2000 1999
------ ------
Deferred tax assets:
Net operating loss carryforward....... $ 60,519 $ 52,839
Pre-opening costs and intangible
assets.............................. 5,184 5,876
Accounting reserves and liabilities... 2,895 2,772
Tax credits........................... 280 280
Other................................. 621 785
--------- ---------
69,499 62,552
Less: Valuation allowance (57,914) (52,828)
--------- ---------
11,585 9,724
Deferred tax liabilities:
Property.............................. 11,585 9,724
--------- ---------
Net deferred tax asset............. $ -- $ --
========= =========
As of February 29, 2000, the Company had federal, Missouri and Mississippi
net operating loss carryforwards of $151,287, $151,584 and $32,107,
respectively. These tax benefits will expire between 2008 and 2020 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:
2000 1999
------ ------
Interest........................ $ 6,445 $ 5,643
Taxes, other than income
and payroll taxes............. 2,096 2,553
Accrued lease payments.......... -- 611
Other........................... 5,660 5,577
--------- ---------
$ 14,201 $ 14,384
========= =========
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
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<PAGE> 67
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 was the
subject of bankruptcy proceedings pending in the United States Bankruptcy
Court for the Southern District of Mississippi, (the "Bankruptcy Court") and
was the owner of the "President Casino-Broadwater" (formerly the "Biloxi
Barge") which was 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.
In addition, in the above proceeding, an action captioned "International
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<PAGE> 68
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 alleged that certain
subsidiaries of the Company assumed certain obligations of the owner of the
"President Casino-Broadwater" to IGT with respect to certain slot machines.
In August 1999, the Company executed a purchase agreement for the "President
Casino-Broadwater." As a part of the purchase agreement, "American Gaming &
Entertainment, Ltd. v. President Mississippi Charter Corporation and President
Riverboat Casino-Mississippi, Inc.", "In re AmGam Associates, a Mississippi
General Partnership, Chapter 11 Reorganization Case No. 95-07864-SEG,
Adversary Proceeding 98-05095" and various other lawsuits were dismissed.
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, 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 filed a motion to dismiss this action for
failure by the plaintiff to make a demand for relief upon the Board of
Directors. The Court denied the motion and discovery has commenced. 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.
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<PAGE> 69
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
A National Gambling Impact Study Commission (the "National Commission") has
been established by the United States Congress to conduct a comprehensive
study of the social and economic impact of gaming in the United States. On
April 28, 1999, the National Commission issued a final report of its findings
and conclusions, together with recommendations for legislature and
administrative actions. Below are some of those recommendations:
Legal gaming should be restrictive to those at least 21 years of age;
Betting on college and amateur sports should be banned;
The introduction of casino-style gambling at pari-mutual racing
facilities for the primary purpose of saving the pari-mutual facility
should be prohibited;
The types of gaming activities allowed by Indian tribes within a
given state should not be inconsistent with the gaming activities
allowed to other persons in that state; and
State, local and tribal governments should recognize that casino
gaming provides economic development, particularly for economically
depressed areas. The National Commission differentiated casino gaming
from stand-alone slot machines (i.e. in convenience stores), Internet
gaming and lotteries which the National Commission stated do not
provide the same economic development.
Any additional regulation of the gaming industry which may result from the
National Commission's report may have an adverse effect on the gaming
industry, including the Company.
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 state gaming commissions, all of which have
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 Biloxi license was last renewed in
March of 1999 for a two-year period. The Davenport license was last renewed in
April 2000 and expires April 2001. The St. Louis license was last renewed in
May of 2000 and expires in May of 2002.
--Davenport
The "President" 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 vessel and require that the vessel be operated by a
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<PAGE> 70
minimum complement of licensed personnel. Loss of the vessel's Certificate of
Inspection would preclude its use as a cruising riverboat, and as such, would
preclude its use as a casino. Every five years, the "President" must be dry-
docked for an inspection of the hull resulting in a loss of service. Any such
loss of service may have an adverse effect on the Company. During the period
November 13, 1995 through April 1, 1996, the "President" underwent a $4,000
refurbishment and its Coast Guard hull inspection. During that period the
"President" was temporarily replaced with a smaller Company-owned vessel,
"President Casino-Mississippi." The "President" must undergo its next hull
inspection by March 2001. While the "President Casino-Mississippi" is again
available to temporarily replace the "President" during its next hull
inspection, the Company is contemplating alternatives, including leasing or
purchasing a new vessel.
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's 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 to place such a proposal
on the ballot, would be November 2000. It is possible at some point that a
revised initiative will be filed which would adequately address the issues
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<PAGE> 71
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.
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 $830 or 83.2 cents per passenger.
Both the base amount and per passenger charges related to the docking fees are
subject to an annual 4% escalator.
Exclusive Agreement -- TCG will not pursue a gaming license in any other
Iowa city or in Rock Island County, Illinois.
Boat Operations -- TCG may not substitute another vessel to replace the
"President" in Davenport unless the average passenger count is less than 2,250
passengers per day during the cruise season. 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 Hotel, 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").
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
F-26
<PAGE> 72
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 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 $438, $386 and $379 for the years ended
February 29/28, 2000, 1999 and 1998, respectively.
Stock Option Plans
The Company maintains stock option plans which provide 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 plans. In addition, the plans authorize 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
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 plans are administered by the Compensation Committee of the Board of
Directors (the "Committee"), whose members determine to whom options will be
F-27
<PAGE> 73
granted and the terms of each option. The exercise price of stock options
granted under the plans are established by the 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 Committee and provided in
the option agreement, provided that no option may have a term exceeding ten
years. In July 1997 and June 1999, the stockholders of the Company approved
the Company's 1997 and 1999 stock option plans which increased the number of
shares available for grant by 500,000 shares and 300,000 shares, respectively.
On June 19, 1996 and August 22, 1997, 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 would 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 1,325,000 shares to management team members and directors. As
of February 29, 2000, 100,000 options have been exercised and 139,801 are
available for grant. 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% 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 granted at market value at the date of the grant; and generally
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
F-28
<PAGE> 74
grants in 2000, 1999 and 1998, respectively: no dividend yield expected;
volatility of 111.37%, 76.5% and 87.6%; risk-free interest rates of 6.1%, 5.7%
and 6.5%; and expected lives of 10.0, 10.0 and 9.7 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.
2000 1999 1998
------ ------ ------
Net loss:
As reported................ $(13,373) $(14,892) $(15,037)
Pro forma.................. $(14,164) $(15,643) $(15,821)
Loss per share:
As reported................ $ (2.66) $ (2.96) $ (2.99)
Pro forma.................. $ (2.81) $ (3.11) $ (3.14)
The summary of the status of the Company's fixed stock option plans as of
February 29/28, 2000, 1999, and 1998, and changes during the years ending on
those dates is presented below:
<TABLE>
<CAPTION>
2000 1999
1998
------------------------- -------------------------
--------------------------
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 797,020 $10.17 790,098 $10.31
357,268 $25.84
------------------------------------------------------------------------------
-------------------
Granted 302,007 1.87 28,208 2.18
622,788 2.66
Forfeited (13,822) 2.57 (21,286) 4.82
(189,958) 14.45
Expired -- -- -- -- --
--
------------------------------------------------------------------------------
-------------------
Outstanding
at end
of year 1,085,205 7.96 797,020 10.17
790,098 10.31
------------------------------------------------------------------------------
-------------------
Options
exercisable
at year-end 886,623 741,584
378,609
Weighted-
average fair
value of options
granted during
the year $ 1.77 $ 1.82 $
1.77
------------------------------------------------------------------------------
-------------------
</TABLE>
F-29
<PAGE> 75
The following table summarizes information about fixed stock options
outstanding at February 29, 2000:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
-------------------
Options Outstanding Options
Exercisable
------------------------------------------------
----------------------------
Range of Number Weighted-Average Weighted- Number
Weighted-
Exercise Outstanding Remaining Average Exercisable
Average
Prices at 02/29/00 Contractual Life Exercise Price at 02/29/00
Exercise Price
------------------------------------------------------------------------------
-------------------
<S> <C> <C> <C> <C>
<C>
$ 1.00 - 1.99 299,732 9.48 years 1.87 136,216
1.87
2.00 - 2.99 602,041 6.99 years 2.61 569,802
2.62
4.00 - 4.99 8,432 7.59 years 4.00 5,605
4.00
37.00 -37.99 175,000 2.72 years 37.00 175,000
37.00
------------------------------------------------------------------------------
-------------------
Total 1,085,205 886,623
------------------------------------------------------------------------------
-------------------
</TABLE>
14. Segment Information
The Company evaluates performance based on EBITDA. EBITDA is earnings
before interest, taxes, depreciation and amortization expense. For analysis
purposes EBITDA is presented before development and impairment expenses and
gain/loss on sale of property and equipment.
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 29/28,
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES:
Biloxi Properties...................... $ 59,356 $ 59,649 $ 44,628
Davenport Properties................... 77,820 78,903 73,541
St. Louis Properties................... 65,553 63,944 67,866
--------- --------- ---------
Gaming and ancillary operations....... 202,729 202,496 186,035
Leasing Operation...................... 1,820 3,016 1,500
--------- --------- ---------
Total operating revenues........... $204,549 $205,512 $187,535
========= ========= =========
</TABLE>
F-30
<PAGE> 76
<TABLE>
<CAPTION>
Years Ended February 29/28,
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
EBITDA (before development and
impairment expenses and gain/loss
on sale of property and equipment):
Biloxi Properties...................... $ 7,019 $ 7,945 $ 672
Davenport Properties................... 12,364 16,262 14,215
St. Louis Properties................... 6,443 5,672 8,236
--------- --------- ---------
Gaming and ancillary operations....... 25,826 29,879 23,123
Leasing Operation...................... 699 2,075 979
--------- --------- ---------
Operations EBITDA.................. 26,525 31,954 24,102
OTHER COSTS AND EXPENSES:
Corporate expense...................... 4,716 4,734 4,578
Development expense.................... 211 6,921 2,655
Depreciation and amortization.......... 13,975 14,428 14,372
(Gain)/loss on sale of assets.......... 99 14 (726)
Impairment expense..................... -- -- 396
Other expense, net..................... 19,586 19,263 16,994
--------- --------- ---------
Total other costs and expenses....... 38,587 45,360 38,269
--------- --------- ---------
LOSS BEFORE MINORITY INTEREST.......... (12,062) (13,406) (14,167)
Minority interest...................... (1,311) (1,486) (870)
--------- --------- ---------
NET LOSS............................... $(13,373) $(14,892) $(15,037)
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
February 29/28,
2000 1999
------ ------
<S> <C> <C>
Property and Equipment
Biloxi Properties..................... $ 54,638 $ 49,251
Davenport Properties.................. 22,873 24,239
St. Louis Properties.................. 36,496 39,624
--------- ---------
Gaming and ancillary operations.... 114,007 113,114
Leasing Operations.................... 25,685 28,572
--------- ---------
Operations' Assets.................. 139,692 141,686
Corporate Assets...................... 54 88
Development Assets.................... 2,744 966
--------- ---------
Net Property and Equipment........ $142,490 $142,740
========= =========
</TABLE>
F-31
<PAGE> 77
<TABLE>
<CAPTION>
Years Ended February 29/28,
2000 1999
------ ------
<S> <C> <C>
Additions to Property and Equipment:
Biloxi Properties..................... $ 8,300 $ 2,355
Davenport Properties.................. 2,943 1,883
St. Louis Properties.................. 1,533 1,871
--------- ---------
Gaming and ancillary operations.... 12,776 6,109
Leasing Operations.................... -- 1,103
--------- ---------
Operations' Assets.................. 12,776 7,212
Corporate Assets...................... 8 44
Development Assets.................... 1,778 966
--------- ---------
$ 14,562 $ 8,222
========= =========
</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 are summarized as follows:
Description 2000 1999 1998
------------- ------ ------ ------
Rent.......................... $ 4 $ 3 $1,322
Purchase price indemnification 226 -- --
Other products and services... -- 7 196
Mr. Connelly formerly owned 100% of President Mississippi. Mr. Connelly
transferred all of the capital stock of President Mississippi to the Company
at the closing of the Company's initial public offering in return for 261,022
shares of PCI Common Stock, a distribution of $4,253 representing cash
advanced by Mr. Connelly to President Mississippi, and a tax distribution
equal to 37% of President Mississippi S corporation's taxable income from
formation to date of reorganization. The Company agreed to indemnify Mr.
Connelly against any future income tax liability arising as a result of income
tax audit adjustments for the period prior to the reorganization. The
Internal Revenue Service subsequently audited said period. During fiscal
2000, the Company reimbursed Mr. Connelly $226 for the income tax liability,
and related interest, which resulted from the audit.
The Company, Mr. Connelly and certain other parties were defendants in
litigation involving the Broadwater Property. During February 1995, the
F-32
<PAGE> 78
Company and other parties entered into a settlement agreement pursuant to
which all claims in such litigation were dismissed with prejudice. In
connection with the settlement, in February 1995, the Company entered into a
loan agreement with BH for principal amount of $1,000 to fund the first of
four payments for the litigation settlement. In February 1996, the Company
entered a second loan agreement with BH for principal amount of $1,000 to fund
the third installment of the settlement. 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 for the year ended
February 28, 1998.
Mr. Connelly has guaranteed debt of the Company totaling $3,000 and $3,400
as of February 29/28, 2000 and 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. It is anticipated that the new
location will enhance access to the casino, provide better parking and be less
susceptible to flooding.
The aggregate cost to relocate the "Admiral" and construct ancillary
facilities is expected to be approximately $7,900. Under the terms of the
proposed agreement, the City will fund $3,000 of the relocation costs, $2,400
of which will be financed through bank debt. The Company will pay for the
remaining costs. Under the terms of the agreement, the Company has placed
$500 in escrow to be used to fund a portion of these costs. It is anticipated
that the City will repay the $2,400 in debt from annual allocations of $600
from the City's annual home dock city public safety fund that is funded by
admission taxes from the "Admiral." The Company has guaranteed completion of
the project and repayment of the $2,400 bank debt if the City fails to pay the
obligation. Construction has begun and the move is expected to occur during
the fall of 2000, subject to certain approvals, weather conditions and timely
construction. The Company expects to fund this project from operating cash
flow (see Note 1).
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
related to the hull and business interruption claims totaled $1,120. The
Company received insurance proceeds of $4,442 in fiscal year 1999. The
Company recorded $3,765 as "Retail and Other" revenue related to its business
F-33
<PAGE> 79
interruption claim and for expenses incurred to repair the vessel.
Additionally, 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.
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 $171 and $199 in "Retail and Other" revenue for the years ended
February 29/28, 2000 and 1999, respectively, to reflect business 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:
2000 1999 1998
------ ------ ------
Changes in working capital accounts:
Receivables, net........................... $ 1,187 $ (924) $ (706)
Receivables from related parties........... -- -- 6
Inventories................................ 120 36 (261)
Prepaid expenses and other current assets.. 125 704 (935)
Accounts payable........................... 961 (799) 1,393
Accrued payroll and benefits............... (332) 352 287
Other accrued expenses..................... (183) (3,831) 2,665
Income taxes receivable/payable............ -- -- (183)
Due to related parties..................... -- -- (50)
-------- -------- --------
Net change in working capital accounts... $ 1,878 $(4,462) $ 2,399
======== ======== ========
Changes in long-term asset
and liability accounts:
Other non-current assets................... $ 294 $ 231 $ (446)
Other liabilities.......................... -- -- --
-------- -------- --------
Net change in long-term asset
and liability accounts................. $ 294 $ 231 $ (446)
======== ======== ========
Supplemental schedule of noncash investing and financing activities:
Year Ended February 29, 2000 -- The Company acquired "President Casino-
Broadwater" for $1,000 in cash and $5,393 in debt. The Company acquired $981
of gaming equipment financed through non-interest bearing short-term notes.
Year Ended February 28, 1999 -- The Company repurchased $25,000 of its
F-34
<PAGE> 80
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 in 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.
During fiscal years 2000, 1999 and 1998, the Company paid no income taxes.
Interest paid by the Company, net of amounts capitalized, was $15,993, $17,226
and $15,324 for the years ended February 29/28, 2000, 1999 and 1998,
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.
<TABLE>
<CAPTION>
Fiscal 2000 Quarters Ended
May 31 Aug. 31 Nov. 30 Feb. 29
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net operating revenues........... $ 54,355 $ 52,703 $ 50,231 $ 47,260
Operating income (loss).......... 4,103 3,692 1,223 (1,494)
Loss before income tax
and minority interest.......... (644) (1,077) (3,840) (6,501)
Net loss......................... (976) (1,436) (4,172) (6,789)
========= ========= ========= =========
Basic and dilutive net
loss per share................. $ (0.19) $ (0.27) $ (0.83) $ (1.35)
======== ======== ======== ========
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)
======== ======== ======== ========
</TABLE>
F-35
<PAGE> 81
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).
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 29/28, 2000 and 1999). 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-36
<PAGE> 82
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 29, 2000
(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 $ 12,407 $ -- $
-- $ 12,408
Restricted cash and short-term
investments..................... -- 960 2,780
-- 3,740
Other current assets.............. 6,008 5,866 910
(7,437) 5,347
---------- ---------- ----------
---------- ----------
Total current assets............ 6,009 19,233 3,690
(7,437) 21,495
---------- ---------- ----------
---------- ----------
PROPERTY AND EQUIPMENT, NET......... -- 99,791 42,699
-- 142,490
---------- ---------- ----------
---------- ----------
OTHER ASSETS:
Related party notes receivable.... 100,371 378,898 --
(479,269) --
Other assets...................... 1,095 256 58
-- 1,409
---------- ---------- ----------
---------- ----------
Total other assets.............. 101,466 379,154 58
(479,269) 1,409
---------- ---------- ----------
---------- ----------
$ 107,475 $ 498,178 $ 46,447
$(486,706) $ 165,394
========== ========== ==========
========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.................. $ -- $ 3,599 $ 370 $
-- $ 3,969
Other current liabilities......... 6,020 21,516 1,601
(7,437) 21,700
Short-term debt................... -- 4,513 --
-- 4,513
Current maturities of
long-term debt.................. 100,371 5,200 30,006
-- 135,577
Accrued loan fee.................. -- -- 5,996
-- 5,996
Investments in subsidiaries....... 7,445 -- --
(7,445) --
---------- ---------- ----------
---------- ----------
Total current liabilities....... 113,836 34,828 37,973
(14,882) 171,755
---------- ---------- ----------
---------- ----------
LONG-TERM LIABILITIES:
Notes payable and capital
lease obligations................ -- 472,109 7,160
(479,269) --
---------- ---------- ----------
---------- ----------
Total liabilities............... 113,836 506,937 45,133
(494,151) 171,755
---------- ---------- ----------
---------- ----------
MINORITY INTEREST................... 13,220 -- --
-- 13,220
STOCKHOLDERS' EQUITY (DEFICIT)...... (19,581) (8,759) 1,314
7,445 (19,581)
---------- ---------- ----------
---------- ----------
$ 107,475 $ 498,178 $ 46,447
$(486,706) $ 165,394
========== ========== ==========
========== ==========
</TABLE>
F-37
<PAGE> 83
<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 and short-term
investments..................... -- 275 3,095
-- 3,370
Other current assets.............. 5,344 7,069 2,515
(8,109) 6,819
---------- ---------- ----------
---------- ----------
Total current assets............ 5,345 24,667 5,396
(8,109) 27,299
---------- ---------- ----------
---------- ----------
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
$(461,414) $ 172,744
========== ========== ==========
========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.................. $ 2 $ 2,606 $ 400 $
-- $ 3,008
Other current liabilities......... 5,315 22,679 2,140
(7,919) 22,215
Current maturities of
long-term debt.................. -- 590 1,486
(190) 1,886
---------- ---------- ----------
---------- ----------
Total current liabilities....... 5,317 25,875 4,026
(8,109) 27,109
---------- ---------- ----------
---------- ----------
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
(457,197) 166,488
---------- ---------- ----------
---------- ----------
MINORITY INTEREST................... 12,464 -- --
-- 12,464
STOCKHOLDERS' EQUITY (DEFICIT)...... (6,208) 1,078 3,139
(4,217) (6,208)
---------- ---------- ----------
---------- ----------
$ 112,129 $ 473,548 $ 48,481
$(461,414) $ 172,744
========== ========== ==========
========== ==========
</TABLE>
F-38
<PAGE> 84
<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 29, 2000:
Operating revenues................. $ -- $ 195,871 $ 11,649 $
(2,971) $ 204,549
Operating costs and expenses....... 235 189,551 9,210
(2,971) 197,025
---------- ---------- ----------
---------- ----------
Operating income (loss).......... (235) 5,320 2,439
-- 7,524
Equity loss in consolidated
subsidiaries..................... (11,827) -- --
11,827 --
Interest expense, net.............. -- (14,260) (5,326)
-- (19,586)
---------- ---------- ----------
---------- ----------
Loss before minority interest.... (12,602) (8,940) (2,887)
11,827 (12,602)
Minority interest.................. (1,311) -- --
-- (1,311)
---------- ---------- ----------
---------- ----------
Net loss....................... $ (13,373) $ (8,940) $ (2,887) $
11,827 $ (13,373)
========== ========== ==========
========== ==========
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) -- --
-- (1,486)
---------- ---------- ----------
---------- ----------
Net loss....................... $ (14,892) $ (9,106) $ (4,147) $
13,253 $ (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) -- --
-- (870)
---------- ---------- ----------
---------- ----------
Net loss....................... $ (15,037) $ (11,514) $ (2,558) $
14,072 $ (15,037)
========== ========== ==========
========== ==========
F-39
<PAGE> 85
</TABLE>
<TABLE>
<CAPTION>
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS
YEAR ENDED FEBRUARY 29, 2000
(in thousands)
President Non-
Eliminating
Casinos, Inc. Guarantors Guarantors
Entries Consolidated
--------- --------- ----------
---------- ---------
<S> <C> <C> <C> <C>
<C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $(13,373) $ (8,940) $ (2,887) $
11,827 $(13,373)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization...... -- 13,278 697
-- 13,975
Gain on sale of fixed assets....... -- 99 --
-- 99
Equity loss in consolidated
subsidiaries..................... 11,827 -- --
(11,827) --
Minority interest.................. 1,311 -- --
-- 1,311
Amortization of deferred
financing fees and discount...... 708 5 2,574
-- 3,287
Changes in assets and liabilities.. 765 2,311 (904)
-- 2,172
--------- --------- ---------
--------- ---------
Net cash provided by (used in)
operating activities........... 1,238 6,753 (520)
-- 7,471
--------- --------- ---------
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (7,096) (1,092)
-- (8,188)
Proceeds from the sale of property. -- 159 --
-- 159
Change in restricted cash.......... -- -- 315
-- 315
Purchase of short-term investments. -- (685) --
-- (685)
Minority interest.................. (555) -- --
-- (555)
Investment in subsidiaries......... (165) -- --
165 --
--------- --------- ---------
--------- ---------
Net cash provided by (used in)
investing activities........... (720) (7,622) (777)
165 (8,954)
--------- --------- ---------
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable........ -- 319 --
-- 319
Repayment of notes payable......... -- (2,632) --
-- (2,632)
Payments on capital
lease obligations................ -- -- (906)
-- (906)
Change in intercompany accounts.... (518) 83 435
-- --
Capital contributions.............. -- (1,818) 1,983
(165) --
--------- --------- ---------
--------- ---------
Net cash provided by (used in)
financing activities........... (518) (4,048) 1,512
(165) (3,219)
--------- --------- ---------
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS............... -- (4,917) 215
-- (4,702)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 1 17,324 (215)
-- 17,110
--------- --------- ---------
--------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 1 $ 12,407 $ -- $
-- $ 12,408
========= ========= =========
========= =========
</TABLE>
F-40
<PAGE> 86
<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) --
--------- --------- ---------
--------- ---------
Net cash provided by (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> 87
<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..................... -- (5,557) (29,882)
-- (35,439)
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)
--------- --------- ---------
--------- ---------
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> 88
<TABLE>
<CAPTION>
PRESIDENT CASINOS, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended February 29/28, 2000, 1999 and 1998
(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 29, 2000............... $ 357 $ 364 $
(390)(a) $ 331
Year ended February 28, 1999............... 382 348
(273)(a) 357
Year ended February 28, 1998............... 393 268
(279)(a) 382
Allowance for Deferred Income Tax
Asset Valuation:
Year ended February 29, 2000............... 52,828 5,086 (b)
-- 57,914
Year ended February 28, 1999............... 44,447 8,381 (b)
-- 52,828
Year ended February 28, 1998............... 38,468 5,979 (b)
-- 44,447
</TABLE>
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
(b) Recognition criteria under SFAS No. 109 not satisfied.
F-43
<PAGE> 89
INDEPENDENT AUDITORS' REPORT
To the Partners
The Connelly Group, L.P.:
We have audited the accompanying balance sheets of The Connelly Group, L.P., a
limited partnership, (the "Partnership") (a 95% owned subsidiary of President
Casinos, Inc., see Note 1) as of February 29, 2000 and February 28, 1999 and
the related statements of operations, partners' preferred redeemable capital
and general capital, and cash flows for each of the three years in the period
ended February 29, 2000. 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 auditing standards generally
accepted in the United States of America. 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 29, 2000
and February 28, 1999, and the results of its operations and its cash flows
for each of the three years in the period ended February 29, 2000 in
conformity with accounting principles generally accepted in the United States
of America.
As discussed in Note 1 to the financial statements, President Casinos Inc.
("PCI") is experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations which raises substantial doubt
about PCI's ability to continue as a going concern. PCI management's plan in
regard to these matters is also described in Note 1.
DELOITTE & TOUCHE LLP
May 17, 2000
F-44
<PAGE> 90
<TABLE>
<CAPTION>
THE CONNELLY GROUP, L.P.
BALANCE SHEETS
(in thousands)
Feb. 29, Feb. 28,
2000 1999
------ ------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................... $ 3,465 $ 7,192
Receivables (net of allowance for doubtful
accounts of $84 and $65)..................... 65 21
Receivables from related parties............... -- 5
Inventories.................................... 548 658
Prepaid expenses and other current assets...... 274 270
--------- ---------
Total current assets......................... 4,352 8,146
--------- ---------
PROPERTY AND EQUIPMENT, NET...................... 18,074 19,719
--------- ---------
OTHER ASSETS..................................... 171 295
--------- ---------
$ 22,597 $ 28,160
========= =========
LIABILITIES, PARTNERS' PREFERRED REDEEMABLE
CAPITAL AND GENERAL CAPITAL
CURRENT LIABILITIES:
Accounts payable............................... $ 501 $ 422
Accrued payroll and benefits................... 1,525 1,835
Other accrued expenses......................... 2,666 2,738
Due to related parties......................... 953 312
Short-term debt................................ 547 --
Current portion of long-term debt.............. 2,200 --
--------- ---------
Total current liabilities.................... 8,392 5,307
--------- ---------
LONG-TERM DEBT:
Notes payable.................................. -- 2,251
--------- ---------
Total liabilities.......................... 8,392 7,558
--------- ---------
COMMITMENTS AND CONTINGENT LIABILITIES........... -- --
PARTNERS' GENERAL CAPITAL........................ 14,205 20,602
--------- ---------
$ 22,597 $ 28,160
========= =========
See Notes to Financial Statements.
</TABLE>
F-45
<PAGE> 91
THE CONNELLY GROUP, L.P.
STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
Years Ended February 29/28,
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES:
Gaming................................. $ 71,221 $ 71,549 $ 67,210
Food and beverage...................... 6,145 5,646 5,416
Retail and other....................... 872 826 721
Less promotional allowances............ (4,759) (3,644) (3,481)
--------- --------- ---------
Total operating revenues............. 73,479 74,377 69,866
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Gaming and gaming cruise............... 43,771 41,139 38,980
Food and beverage...................... 3,384 3,201 3,019
Retail and other....................... 414 516 438
Selling, general and administrative.... 13,278 12,859 12,580
Depreciation and amortization.......... 3,999 4,296 4,267
Management fees to related parties..... 3,770 2,997 2,814
--------- --------- ---------
Total operating costs and expenses... 68,616 65,008 62,098
--------- --------- ---------
OPERATING INCOME....................... 4,863 9,369 7,768
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income........................ 38 120 135
Interest expense (related party
interest expense of $0, $0 and
$62)................................. (198) (200) (376)
--------- --------- ---------
Total other expense.................. (160) (80) (241)
--------- --------- ---------
NET INCOME............... ............. $ 4,703 $ 9,289 $ 7,527
========= ========= =========
See Notes to Financial Statements.
</TABLE>
F-46
<PAGE> 92
<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 28/29, 1998,
1999 and 2000:
Balance as of March 1, 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
Capital distributions................. -- (555)
(10,545) (11,100)
Net income allocated.................. -- 235
4,468 4,703
--------- ---------
--------- ---------
Balance as of February 29, 2000....... $ -- $ 713 $
13,492 $ 14,205
========= =========
========= =========
See Notes to Financial Statements.
</TABLE>
F-47
<PAGE> 93
<TABLE>
<CAPTION>
THE CONNELLY GROUP, L.P.
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended February 29/28,
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................... $ 4,703 $ 9,289 $ 7,527
Adjustments to reconcile net income to
net cash provided by
operating activities:
Depreciation and amortization......... 3,999 4,296 4,267
Loss on disposal of
property and equipment.............. 17 -- 35
Changes in assets and liabilities:
Receivables, net.................... (44) 234 (46)
Receivables from related parties.... 5 445 (442)
Inventories......................... 110 (30) (126)
Prepaid expenses.................... (4) 17 64
Other non-current assets............ 124 138 140
Accounts payable.................... 79 (266) 130
Accrued payroll and benefits........ (310) 20 145
Other accrued expenses.............. (72) 86 (393)
Due to related parties.............. 641 76 (28)
--------- --------- ---------
Net cash provided by operating activities. 9,248 14,305 11,273
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment
($101, $0 and $68 to related parties).. (1,396) (1,257) (2,525)
Proceeds from sales of property and
equipment............................. 6 -- 5
--------- --------- ---------
Net cash used in investing activities..... (1,390) (1,257) (2,520)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable.............. 319 -- --
Payments on note payable................ (804) -- --
Capital distributions................... (11,100) (13,706) (5,071)
Repayment of advances and subordinated
debt from related parties.............. -- -- (4,329)
--------- --------- ---------
Net cash used in financing activities..... (11,585) (13,706) (9,400)
--------- --------- ---------
NET DECREASE IN CASH AND
CASH EQUIVALENTS........................ (3,727) (658) (647)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR...................... 7,192 7,850 8,497
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.. $ 3,465 $ 7,192 $ 7,850
========= ========= =========
See Notes to Financial Statements.
</TABLE>
F-48
<PAGE> 94
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 of PCI. 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.
PCI is experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations. As a result, PCI was unable to
pay the required interest payment of $6,375 on March 15, 2000 with respect to
the $75,000 Senior Exchange Notes and $25,000 Secured Notes and with the lapse
of the thirty day grace period, PCI is considered in default on such notes.
Accordingly, there is substantial doubt about PCI's ability to continue as a
going concern. 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 29/28,
2000 or 1999.
PCI management is pursuing various strategic financing alternatives in order
to fund these obligations. PCI is working with recognized financial advisors
in the gaming industry to pursue various alternatives, including the
restructuring and refinancing of outstanding debt obligations and/or the sale
of assets. PCI's continued existence is dependent on its ability to
restructure successfully, refinance its debt or sell/charter assets, including
its investment in the Partnership, on a timely basis under acceptable terms
and conditions.
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.
F-49
<PAGE> 95
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:
2000 1999 1998
------ ------ ------
Food and beverage......... $ 2,338 $ 1,813 $ 1,630
Other..................... 62 63 55
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 was partially self-insured for both
employee and third party liability costs through April 1999. Effective May
1999, the Partnership became fully insured for workers compensation claims.
The self-insurance claim liability is determined based on claims filed and an
estimate of claims incurred but not reported.
Recently Issued Accounting Standards -- In June 1998, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which, after being amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective
Date of FASB Statement No. 133," is effective for fiscal years beginning after
June 15, 2000. This statement establishes accounting and reporting standards
for derivative instruments and hedging activities. The Partnership is
currently evaluating the impact this statement will have on the financial
statements, but management believes it will not materially impact the
Partnership as the Partnership does not engage in hedging activities or
utilize derivative instruments.
Use of Management Estimates -- The preparation of financial statements in
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conformity with accounting principles generally accepted in the United States
of America 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 Partnership 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 Partnership considers a history
of operating losses or a change in the Partnership'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 Partnership 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 1999 and 1998 have been
reclassified to conform with fiscal 2000 financial statement presentation.
2. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
2000 1999
------ ------
Riverboat, barges and improvements... $ 19,502 $ 19,459
Leasehold improvements............... 7,770 7,759
Furnishings and equipment............ 18,149 16,455
Construction in progress............. 175 28
--------- ---------
45,596 43,701
Accumulated depreciation
and amortization................. (27,522) (23,982)
--------- ---------
Property and equipment, net ......... $ 18,074 $ 19,719
========= =========
3. NOTES PAYABLE
Short-Term Debt
The Partnership purchased various gaming equipment on payment terms ranging
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from three to twelve months. The terms are non-interest bearing and payments
are generally due monthly. The notes are collateralized with gaming equipment
with a net book value of $904 as of February 29, 2000.
Current Portion of Long-Term Debt
Current portion of long-term debt consists of a bank line of credit bearing
interest at prime plus 0.5% (combined rate of 9.0% as of February 29, 2000).
The line of credit is collateralized by a first mortgage on a boat and first
mortgages on real property with net book values of $5,949 and $3,937,
respectively, as of February 29, 2000, 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. As of February 29, 2000, the
line of credit was $2,700, of which $500 was available. The line of credit
reduces to $1,800 as of March 31, 2000 and terminates in September 2000. 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 2015 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:
2001....................... $ 825
2002....................... 719
2003....................... 515
2004....................... 239
2005....................... 248
Thereafter................. 3,129
---------
Total.................... $ 5,675
=========
Rental expense incurred under operating leases was $2,960, $1,984 and $1,440
for the years ended February 29/28, 2000, 1999 and 1998, respectively.
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 $154, $145 and $141 for
the years ended February 29/28, 2000, 1999 and 1998, respectively.
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6. PARTNER'S PREFERRED REDEEMABLE CAPITAL
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 as 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. 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 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 a management advisory
agreement with the general partner for advisory services related to gaming and
riverboat operations. The agreement provides for management fees based on a
percentage of revenues. Transactions with such related parties consisted of
the following:
2000 1999 1998
------ ------ ------
Management fees............ $ 3,770 $ 2,997 $ 2,814
Property and equipment..... 101 -- 68
Hotel, retail and other.... 678 308 456
Interest................... -- -- 62
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
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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, 2000, 1999 and 1998 were
$147, $141 and $136, and 13.2 cents, 12.7 cents and 12.2 cents, respectively.
Both base and per passenger amounts are subject to an annual increase of 4.0%.
The Partnership 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
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.
Hull Inspection
The "President" 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 vessel and require that the vessel be operated by a
minimum complement of licensed personnel. Loss of the vessel's Certificate of
Inspection would preclude its use as a cruising riverboat, and as such, would
preclude its use as a casino. Every five years, the "President" must be dry-
docked for an inspection of the hull resulting in a loss of service. Any such
loss of service may have an adverse effect on the Partnership. During the
period November 13, 1995 through April 1, 1996, the "President" underwent a
$4,000 refurbishment and its Coast Guard hull inspection. During that period
the "President" was temporarily replaced with a smaller vessel owned by PCI,
"President Casino-Mississippi." The "President" must undergo its next hull
inspection by March 2001. While the "President Casino-Mississippi" is again
available to temporarily replace the "President" during its next hull
inspection, the Partnership is contemplating alternatives, not limited to
leasing or purchasing a new vessel.
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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. In accordance with the terms of the operator's
contract, the Partnership recorded expenses of $2,917, $3,097 and $2,951 for
the fiscal years ended February 29/28, 2000, 1999 and 1998, respectively.
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.
Other
A National Gambling Impact Study Commission (the "National Commission") has
been established by the United States Congress to conduct a comprehensive
study of the social and economic impact of gaming in the United States. On
April 28, 1999, the National Commission issued a final report of its findings
and conclusions, together with recommendations for legislature and
administrative actions. Below are some of those recommendations:
Legal gaming should be restrictive to those at least 21 years of
age;
Betting on college and amateur sports should be banned;
The introduction of casino-style gambling at pari-mutual racing
facilities for the primary purpose of saving the pari-mutual facility
should be prohibited;
The types of gaming activities allowed by Indian tribes within a
given state should not be inconsistent with the gaming activities
allowed to other persons in that state; and
State, local and tribal governments should recognize that casino
gaming provides economic development, particularly for economically
depressed areas. The National Commission differentiated casino gaming
from stand-alone slot machines (i.e. in convenience stores), Internet
gaming and lotteries which the National Commission stated do not
provide the same economic development.
Any additional regulation of the gaming industry which may result from the
National Commission's report may have an adverse effect on the gaming
industry, including the Partnership.
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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 Partnership must submit detailed financial,
operating and other reports to the state gaming commission, which has broad
powers to suspend or revoke licenses. In addition, substantially all of the
Partnership's material transactions are subject to review and/or approval by
the various regulatory bodies.
10. SUPPLEMENTAL STATEMENT OF CASH FLOWS DISCLOSURES
Supplemental schedule of noncash investing and financing activities:
Years ended February 29, 2000 -- The Partnership acquired $981 of gaming
equipment financed through non-interest bearing short-term notes.
Years ended February 28, 1999 and 1998 -- No material noncash investing and
financing activities occurred.
Interest paid by the Partnership was $192, $202 and $420 for the years ended
February 29/28, 2000, 1999 and 1998, respectively.
11. RECONCILIATION OF GAMING REVENUE REPORTED ON THE STATEMENTS OF OPERATIONS
TO NET WIN REPORTED TO THE IRGC
2000 1999 1998
------ ------ ------
Gaming revenue reported on
the Statements of Operations..... $ 71,221 $ 71,549 $ 67,210
Change in progressive
liability (1).................... 21 154 (528)
Change in slot hopper
inventory (2).................... -- -- (55)
--------- --------- ---------
Net win reported to IRGC....... $ 71,242 $ 71,703 $ 66,627
========= ========= =========
(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 the request of the IRGC, 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 was accrued
as a reduction of gaming revenue. No such requests were made for fiscal
years 1999 and 2000.
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THE CONNELLY GROUP, L.P.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended February 29/28, 2000, 1999 and 1998
(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 29, 2000............... $ 65 $ 120 $
(101)(a) $ 84
Year ended February 28, 1999............... 119 148
(202)(a) 65
Year ended February 28, 1998............... 195 67
(143)(a) 119
</TABLE>
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
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PRESIDENT CASINOS, INC.
EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of the Company, as amended. (19)
3.2 By-Laws of the Company, as amended. (16)
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 Form of Senior Exchange Note issued pursuant to Indenture. (5)
4.1.2 Warrant Agreement dated as of September 23, 1993, by and between
the Company and U.S. Trust, as Warrant agent. (4)
4.1.3 Warrant Agreement dated as of August 26, 1994, by and between the
Company and U.S. Trust. (6)
4.1.4 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. (20)
4.3 Agreement to Exchange Securities, dated December 3, 1998 by and
among the Company, President Riverboat Casino-Iowa, Inc.
("President Iowa"), President Riverboat Casino-Missouri, Inc.
("President Missouri"), The President Riverboat Casino-
Mississippi, Inc. ("President Mississippi"), TCG/Blackhawk, Inc.
("Blackhawk"), P.R.C.-Louisiana, Inc., President Riverboat Casino-
New York, Inc. ("President New York"), President Casino New
Yorker, Inc., PRC Holdings Corporation, PRC Management, Inc. ("PRC
Management"), PRCX Corporation, President Riverboat Casino-
Philadelphia, Inc. ("President Philadelphia"), Vegas, Vegas, Inc.,
and The Connelly Group, L.P. ("TCG") and each holder of the
Company's 13% Senior Exchange Notes due 2001. (23)
4.3.1 Indenture dated as of December 3, 1998, among The Company,
President Iowa, President Missouri, President Mississippi,
Blackhawk, P.R.C.-Louisiana, Inc., President New York, President
Casino New Yorker, Inc., PRC Holdings Corporation, PRC Management,
PRCX Corporation, President Philadelphia, Vegas, Vegas, Inc. and
TCG and U.S. Trust Company of Texas, N.A. (23)
10.1 Amended and Restated Agreement of Limited Partnership of 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. (8)
10.3.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Connelly. (22)
* 10.4 The Company's 1992 Stock Option Plan, as amended. (5)
* 10.4.1 The Company's 1996 Amended and Restated Stock Option Plan. (13)
* 10.4.2 The Company's 1997 Stock Option Plan. (18)
* 10.4.3 The Company's 1999 Incentive Stock Plan. (27)
10.5 Amended and Restated Davenport-Connelly Development Agreement
dated November 29, 1990, between TCG and the City of Davenport,
Iowa (the "Development Agreement"). (1)
10.5.1 First Amendment to the Development Agreement dated August 21,
1991.(1)
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10.5.2 Second Amendment to the Development Agreement dated April 10,
1992. (1)
10.6 Operator's Contract dated December 28, 1989, between the Riverboat
Development Authority and TCG. (1)
10.6.1 Amendment to Operator's Contract, dated December 29, 1993, between
the Riverboat Development Authority and TCG. (5)
10.6.2 Amendment to the Operator's Agreement dated March 1, 1998. (21)
10. 7 Lease dated November 29, 1990, between the City of Davenport, Iowa
and TCG. (1)
10.8 Management Advisory Agreement for TCG. (1)
10.9 Credit Agreement dated as of March 11, 1991, among TCG, Blackhawk
and Firstar Bank Davenport, N.A. ("Firstar"). (1)
10.9.1 Note dated March 11, 1991, from TCG and Blackhawk to Firstar. (1)
10.9.2 Security Agreement dated March 11, 1991 between TCG and Firstar.
(1)
10.9.3 First Preferred Fleet Mortgage dated March 11, 1991, from TCG to
Firstar. (1)
10.9.4 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)
10.9.5 Amendment to Note dated March 16, 1993, from TCG and Blackhawk
to Firstar. (2)
10.9.6 Second Amendment to Note dated March 31, 1997, from TCG and
Blackhawk to Firstar. (14)
10.10 Lease Agreement dated August 7, 1986, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "'Belle'
Lease"). (1)
10.10.1 Amended Lease Agreement dated July 16, 1990, amending the "Belle"
Lease. (1)
10.10.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the "Belle" Lease. (1)
10.11 Lease Agreement dated December 20, 1983 between the City of St.
Louis and S.S. Admiral Partners (the "'Admiral' Lease"). (1)
10.11.1 Amendment and Assignment of Mooring Lease dated December 12, 1990,
amending the "Admiral" Lease. (1)
10.11.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Admiral" Lease. (1)
10.12 Promissory Note (Vessel-Term) dated July 8, 1992, from President
Mississippi to Caterpillar. (3)
10.12.1 Loan Agreement dated July 31, 1992, between President Mississippi
and Caterpillar. (1)
10.12.2 Preferred Fleet Mortgage dated July 8, 1992, between President
Mississippi and Caterpillar. (1)
10.13 Form of Indemnification Agreement for Directors and Officers. (1)
10.14 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. (21)
10.14.1 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. (21)
10.15 Lease Agreement, dated as of December 14, 1993, by and between
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Liberty Landing Associates ("Liberty Landing") and President
Philadelphia.(4)
10.15.1 First Amendment to Lease Agreement, dated July 31, 1996, by and
between President Philadelphia and Liberty Landing. (12)
10.15.2 Second Amendment to Lease Agreement, dated July 31, 1996, by and
between Liberty Landing and President Philadelphia. (12)
10.15.3 Modification to First Amendment to Lease Agreement, dated
September 12, 1997, by and between Liberty Landing and President
Philadelphia. (16)
10.15.4 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)
10.15.5 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. (11)
10.16 Option Agreement dated July 31, 1996, by and between Liberty
Landing and President Philadelphia. (12)
10.16.1 Modification to Option Agreement dated December 12, 1996, by and
between Liberty Landing and President Philadelphia. (13)
10.16.2 Second Modification to Option Agreement, dated September 12,
1997, by and between Liberty Landing and President Philadelphia.
(16)
10.16.3 First Amendment to Corporate Guaranty dated July 31, 1996, by
The Company. (12)
10.16.4 Third Modification to Option Agreement, dated October 22, 1998,
by and between Liberty Landing and President Philadelphia. (24)
10.17 Charter Agreement dated February 17, 1995, by and between American
Gaming & Entertainment, Ltd. ("AGEL") and the President
Mississippi Charter Corporation ("Charter Corp."). (7)
10.17.1 Subcharter Agreement dated February 17, 1995, by and between
Charter Corp. and President Mississippi. (7)
10.17.2 Collateral Assignment Agreement dated February 17, 1995, by
Charter Corp. to AGEL. (7)
10.17.3 First Amendment to Charter, dated October 30, 1998 (effective as
of December 1, l997), by and between AGEL, owner, and Charter
Corp., with the concurrence of the following parties: AmGam
Associates ("AmGam"), American Gaming & Resorts of Mississippi,
Inc. ("AGRM"), 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.). (24)
10.18 Employment Agreement dated March 13, 1995, by and between the
Company and John S. Aylsworth. (8)
10.18.1 Option Agreement dated March 13, 1995, by and between Mr.
Aylsworth and the Company. (10)
10.18.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Aylsworth. (22)
10.19 Promissory Note dated February 17, 1995, from BH Acquisition Corp.
("BH") to PRC Management. (10)
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<PAGE> 106
10.19.1 Surety Agreement dated February 13, 1995, between Mr. Connelly
and PRC Management. (10)
10.19.2 Amended and Restated Promissory Note dated February 15, 1996, from
BH to PRC Management. (11)
10.19.3 Promissory Note dated February 15, 1996, from BH to PRC
Management. (11)
10.19.4 Amended and Restated Surety Agreement dated February 15, 1996,
between Mr. Connelly and PRC Management. (11)
10.19.5 Collateral Pledge Agreement dated February 15, 1996, between
Connelly Hotel Associates, Inc. and PRC Management. (11)
10.20 Employment Agreement dated November 1, 1995, by and between the
Company and James A. Zweifel. (9)
10.20.1 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Zweifel. (22)
10.21 "Natatorium Site" Lease Agreement dated July 20, 1995, by and
between the City of Davenport, Iowa and TCG through the President
Iowa. (9)
10.22 Independent Contractor Consulting Agreement dated May 15, 1996, by
and between the Company and Mr. Wirginis. (11)
10.22.1 Employment Agreement dated May 1, 1996, by and between the Company
and Mr. Wirginis. (11)
10.22.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Wirginis. (22)
* 10.23 1998 Fiscal Year Management Incentive Plan Participant Form. (16)
10.24 Promissory Note dated July 22, 1997, by and between President
Broadwater Hotel, L.L.C. (Broadwater LLC) and Lehman Brothers
Holdings Inc. ("Lehman"). (15)
10.24.1 Redemption Agreement dated July 22, 1997, by and among J. Edward
Connelly Associates, Inc. ("JECA") and Broadwater LLC and
Broadwater Hotel, Inc. (15)
10.24.2 Indemnity Agreement dated July 22, 1997, by Broadwater LLC, the
Company and President Mississippi, jointly and severally, in favor
of Lehman. (15)
10.24.3 Indemnity and Guaranty Agreement dated July 22, 1997, by the
Company and President Mississippi in favor of Lehman. (15)
10.24.4 Unconditional Guaranty of Lease Obligations dated July 22, 1997,
by the Company. (15)
10.24.5 Amended and Restated Limited Liability Company Operating
Agreement, dated as of July 22, 1997, by and between JECA and
President Broadwater Hotel, Inc. (15)
10.25 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.
(25)
10.25.1 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. (25)
10.25.2 Amendment No. 1 to the Lessee's Assignment of Public Trust
Tidelands Lease dated July 22, 1997, between JECA, successor by
merger to BH, and President Broadwater Hotel, LLC. (25)
10.26 Public Trust Tidelands Lease of Fast Lands dated December 31,
1996, by and between the Secretary of State, with approval of the
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Governor, for and on behalf of the State of Mississippi, and BH.
(25)
10.26.1 Amendment No. 1 to the Lessee's Assignment of Fast Lands Lease
dated July 22, 1997, between JECA, successor by merger to BH
and President Broadwater Hotel, Inc. (25)
10.27 Sale and Purchase of Real Estate Agreement dated March 30, 1999,
by and among R. David Sanders, James W. Sanders, Julia Sheila
Sanders and June Sanders Clement and President Casinos, Inc. (26)
10.27.1 Deer Island Agreement dated March 30, 1999, by and between Eric
Clark and President Casinos, Inc. (26)
10.28 Sale Agreement dated July 2, 1999, by and between President
Mississippi, the Company and Charter Corp., on the one hand, and
AGEL, AmGam, AGRM, the Committee for the Unsecured Creditors of
AmGam, the Committee for the Unsecured Creditors of AGRM,
International Game Technology, Inc.("IGT"), and Shamrock Holdings
Group, Inc. (formerly known as Bennett Holdings Group, Inc.)
("Shamrock" and collectively with AGEL, AmGam, AGRM, the Committee
for the Unsecured Creditors of AmGam, the Committee for the
Unsecured Creditors of AGRM and IGT), on the other hand. (27)
10.28.1 Promissory Note dated August 10, 1999, from President
Mississippi to AGEL. (27)
10.28.2 Security Agreement, dated August 10, 1999, between President
Mississippi and AGEL. (27)
10.28.3 Preferred Ship Mortgage dated August 10, 1999, granting by
President Mississippi to and in favor of AGEL. (27)
10.28.4 Guaranty Agreement dated August 10, 1999, made by President
Mississippi, in favor of AGEL. (27)
10.29 Relocation Funding Agreement entered into January 18, 2000, by and
among the City of St. Louis, Missouri, the Port Authority of the
City of St. Louis, President Missouri and Mercantile Bank National
Association.
10.29.1 Lease and Sublease Agreement entered into January 18, 2000, among
the City of St. Louis, the Port Authority of the City of St. Louis
and President Missouri.
10.29.2 Escrow Agreement made as of January 18, 2000, by and among
Mercantile Bank, President Missouri and U.S. Title Guaranty
Company, Inc.
10.29.3 Escrow Agreement made as of January 18, 2000, by and among the
Port Authority of the City of St. Louis, President Missouri and
U.S. Title Guaranty Company, 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.
__________________
(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.
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<PAGE> 108
(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 Report on Form 8-K dated
February 7, 1995.
(8) Incorporated by reference from the Company's Report on Form 8-K dated
March 16, 1995.
(9) 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.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(14) 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.
(15) Incorporated by reference from the Company's Report on Form 8-K dated
July 24, 1997.
(16) 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.
(17) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1997 filed January 14,
1998.
(18) Incorporated by reference from the Company's Definitive Proxy Statement
for the 1997 Annual Meeting of Stockholders.
(19) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated January 8, 1998.
(20) Incorporated by reference from the Company's Registration Statement on
Form 8-A dated December 5, 1997.
(21) Incorporated by reference from the Company's Annual Report on Form 10-K
for fiscal year ended February 28, 1998 filed on May 29, 1998.
(22) 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.
(23) Incorporated by reference from the Company's Report on Form 8-K
dated December 15, 1998.
(24) 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.
(25) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1999 filed on May 28, 1999.
F-63
<PAGE> 109
(26) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended May 31, 1999 filed July 12, 1999.
(27) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1999 filed October 15,
1999.
* Compensatory plan filed as an exhibit pursuant to Item 14(c) of this
report.
F-64
