<PAGE> 1 Draft 05 December 11, 2000 (10:33am)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
ON
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: October 10, 2000
PRESIDENT CASINOS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20840 51-0341200
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
802 North First Street, St. Louis, Missouri 63102
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(Address of principal executive offices) (Zip code)
(314) 622-3000
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(Registrant's telephone number, including area code)
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Reference is made to Current Report on Form 8-K, dated October 10, 2000,
filed by President Casinos, Inc. (the "Company") on October 20, 2000,
reporting the consummation on October 10, 2000 of the sale by the Company of
certain assets utilized in the Company's Davenport, Iowa operations to Isle of
Capri Casinos, Inc ("Isle of Capri").
ITEM 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial statements of the Company giving
effect to the sale of certain assets utilized in the Company's Davenport
casino and hotel operations are filed herewith:
1. Unaudited Pro Forma Condensed and Consolidated Balance Sheet as of August
31, 2000 and notes thereto.
2. Unaudited Pro Forma Condensed and Consolidated Statement of Operations for
the six months ended August 31, 2000 and notes thereto.
3. Unaudited Pro Forma Consolidated Statement of Operations for the year
ended February 29, 2000 and notes thereto.
The adjustments to the Company's historical financial information reflected
in the unaudited pro forma financial statements are based upon available
information and certain assumptions that management believes are reasonable
under the circumstances. The unaudited pro forma consolidated financial
statements are not necessarily indicative of what the actual financial
position and results of operations would have been as of August 31, 2000 and
for the six months and the year ended August 31, 2000 and February 29, 2000,
respectively, had the Company completed the disposition as of the dates
indicated nor does it purport to represent the future financial position or
results of operations of the Company.
The following Unaudited Pro Forma Condensed and Consolidated Financial
Statements are derived from the historical consolidated financial statements
of the Company. The Unaudited Pro Forma Condensed and Consolidated Statements
of Operations for the six months ended August 31, 2000 and the year ended
February 29, 2000 give effect to the disposition of the Davenport casino
operations, The Connelly Group, L.P., a limited partnership in which the
Company owns a 95% ownership interest ("TCG"), and the Davenport hotel
operations, TCG/Blackhawk, Inc., an Iowa corporation and wholly-owned
subsidiary of the Company ("Blackhawk"), as if they had occurred on March 1,
2000 and March 1, 1999, respectively. The Unaudited Pro Forma Condensed and
Consolidated Balance Sheet as of August 31, 2000 represents the historical
consolidated statement of the Company as if the disposition of the Davenport
casino and hotel assets had occurred on that date, after giving effect to pro
forma adjustments described in the accompanying notes. The sale of assets of
the Davenport casino and hotel was a taxable event, however, no income tax
expense has been reflected in the accompanying financial statements due to
the existing net operating losses that have previously been fully reserved.
The Unaudited Pro Forma Condensed and Consolidated Financial Statements
should be read in conjunction with the historical consolidated financial
statements of the Company and the notes thereto.
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PRESIDENT CASINOS, INC.
UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED BALANCE SHEET
As of August 31, 2000
(in thousands)
<TABLE>
<CAPTION>
Pro Forma Adjustments
----------------------------------
President Casinos, Pro Forma
Inc.(a) TCG(b) Blackhawk(b) Other As Adjusted
-------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......... $ 10,213 $ 56,100 $ 2,100 $ 108 (c) $ 17,025
(47,517)(d)
(2,290)(e)
(527)(f)
(276)(g)
(886)(h)
Restricted cash................... 2,894 -- -- 5,781 (d) 8,951
276 (g)
Restricted short-term investments. 975 -- -- -- 975
Accounts receivable, net.......... 989 -- -- -- 989
Inventories....................... 1,742 (514) (109) -- 1,119
Other current assets.............. 3,424 -- -- (553)(c) 2,871
--------- --------- --------- --------- ---------
Total current assets.......... 20,237 55,586 1,991 (45,884) 31,930
Property and equipment, net....... 131,558 (17,166) (4,856) -- 109,536
Other assets...................... 851 (96) -- (20)(c) 735
--------- --------- --------- --------- ---------
$152,646 $ 38,324 $ (2,865) $(45,904) $142,201
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Short-term debt................... $ 2,728 $ -- $ -- $ (2,420)(d) $ 308
Current portion of long-term debt. 135,657 -- -- (26,800)(d) 108,857
Accrued loan fee.................. 7,000 -- -- -- 7,000
Accounts payable.................. 4,010 -- -- -- 4,010
Accrued payroll and benefits...... 6,927 -- -- (527)(f) 6,400
Accrued interest.................. 13,220 -- -- (12,516)(d) 704
Other accrued expenses............ 7,799 2,418 32 (465)(c) 8,898
(886)(h)
--------- --------- --------- --------- ---------
Total current liabilities..... 177,341 2,418 32 (43,614) 136,177
Minority interest................. 13,857 -- -- (2,290)(e) 11,567
Stockholders' equity (deficit):
Common stock...................... 302 -- -- -- 302
Additional paid-in capital........ 101,729 -- -- -- 101,729
Accumulated equity (deficit)...... (140,583) 35,906 (2,897) -- (107,574)
--------- --------- --------- --------- ---------
Total stockholders' equity
(deficit).................... (38,552) 35,906 (2,897) -- (5,543)
--------- --------- --------- --------- ---------
$152,646 $ 38,324 $ (2,865) $(45,904) $142,201
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed and consolidated
financial statements.
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PAGE> 4
(a) The President Casinos, Inc. column represents the Company's historical
condensed and consolidated statement of financial position as of August 31,
2000, which includes the historical financial position of the Company's
Davenport casino and hotel operations as of the date thereof.
(b) The TCG and Blackhawk columns represent the disposition of the
Davenport casino and hotel operations, respectively, on October 10, 2000 to
Isle of Capri. The assets disposed of primarily consist of inventory and
property, plant and equipment. These columns also reflect the receipt of the
aggregate consideration from the sale which was $58.2 million in cash. An
allocation of $56.1 million was made to the assets of TCG and $2.1 million to
the assets of the Blackhawk Hotel based upon the estimated fair value of each
of the operations. The net gain on the disposition of the Davenport
operations was approximately $33.0 million. Included in these adjustments are
transaction costs which are primarily comprised of legal and investment
banking fees, approximating $2.4 million.
(c) Represents the exchange of certain Davenport casino and hotel
operations' prepaid expenses, other assets and accrued expenses for cash from
the Isle of Capri at cost and therefore, did not impact the net gain
recognized associated with this disposition. Such amounts are in addition to
the sale of inventory and property, plant and equipment discussed in note (b)
above.
(d) Represents the use of the cash proceeds from the disposition for
repayment of certain indebtedness and accrued interest summarized as follows:
Payment of principal to holders of 13%
Senior Notes.............................. $ 18,750
Payment of principal to holders of 12%
Secured Notes............................. 6,250
Payment of interest due on March 15 and
September 15, 2000 to holders of 13%
and 12% Notes............................. 12,219
Payment of future interest on 13% Senior
Notes and 12% Secured Notes............... 5,781
Payment of TCG Line of Credit and
interest thereon.......................... 1,827
Payment of "President Casino-Broadwater"
principal and interest thereon............ 2,230
Payment of TCG equipment notes.............. 285
Other....................................... 175
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Unrestricted cash....................... $ 47,517
=========
The $5,781 payment of future interest on 13% Senior Notes and 12% Secured
Notes represents the escrow of interest payments on such debt which are due
March 15, 2001 and accordingly, included as restricted cash.
(e) Represents the distribution of certain sale proceeds to the holder of a
5% limited partnership interest in TCG.
(f) Represents the payment by TCG and Blackhawk of certain employee
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benefits either directly to the employees or the Isle of Capri in assuming
certain future employee benefit liabilities.
(g) Represents the reclassification to restricted cash of amounts owed for
disputed property taxes associated with TCG that were not assumed by the Isle
of Capri in the disposition transaction.
(h) Represents the payment of an investment banking fee due upon the close
of the transaction.
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PRESIDENT CASINOS, INC.
UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED STATEMENT OF OPERATIONS
For the Six-Month Period ended August 31, 2000
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustments
----------------------------------
President Casinos, Pro Forma
Inc.(a) TCG(b) Blackhawk(b) Other As Adjusted
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES - NET........... $ 97,734 $(34,560) $ (2,290) $ -- $ 60,884
--------- --------- --------- --------- ---------
OPERATING EXPENSES:
Operations....................... 63,319 (22,055) (1,392) -- 39,872
Selling, general and
administrative................. 24,688 (6,589) (813) -- 17,286
Management fees.................. -- (1,469) -- 1,469 (c) --
Depreciation and amortization.... 6,387 (1,355) (132) -- 4,900
Impairment of long-lived assets.. 11,400 -- -- -- 11,400
(Gain) loss on sale of assets.... 12 (1) -- (32,099)(d) (32,088)
--------- --------- --------- --------- ---------
Total operating expenses..... 105,806 (31,469) (2,337) (30,630) 41,370
--------- --------- --------- --------- ---------
Operating income (loss).......... (8,072) (3,091) 47 30,630 19,514
Interest, net.................... (10,163) 67 (1) 2,427 (e) (7,670)
Intercompany interest expense.... -- -- 942 (942)(f) --
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE
MINORITY INTEREST.............. (18,235) (3,024) 988 32,115 11,844
Minority interest................ 736 -- -- 117 (g) (619)
--------- --------- --------- --------- ---------
NET INCOME (LOSS).................. $(18,971) $ (3,024) $ 988 $ 32,232 $ 11,225
========= ========= ========= ========= =========
Basic and diluted earnings
(loss) per share................. $ (3.77) $ 2.23
========= =========
Weighted average number of
shares outstanding (h)....... 5,033 5,033
========= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed and consolidated
financial statements.
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(a) The President Casinos, Inc. column represents the Company's historical
consolidated statement of operations for the six months ended August 31, 2000,
which includes the historical financial position of the Company's Davenport
casino and hotel operations for the period indicated.
(b) The TCG and Blackhawk columns represent the elimination of the
Davenport casino and hotel operations, respectively.
(c) Represents the elimination of the intercompany management fees between
TCG and the Company.
(d) Represents the net gain recorded on the disposition of TCG and
Blackhawk.
(e) Represents the reduction of interest expense associated with the
paydown of certain indebtedness based upon the use of the cash proceeds from
the disposition.
(f) Represents the elimination of the intercompany interest expense between
Blackhawk and the Company.
(g) Represents the elimination of the minority interest expense associated
with the 5% limited partner of TCG.
(h) The weighted average shares outstanding do not give effect to any stock
options on the Company's common stock because, due to the average market price
of the Company's common stock exceeding the exercise price of the options
during the period, the inclusion of such shares as common stock equivalents
would be anti-dilutive.
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PRESIDENT CASINOS, INC.
UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED STATEMENT OF OPERATIONS
For the Year ended February 29, 2000
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustments
----------------------------------
President Casinos, Pro Forma
Inc.(a) TCG(b) Blackhawk(b) Other As Adjusted
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES - NET........... $204,549 $(73,479) $ (4,341) $ -- $126,729
--------- --------- --------- --------- ---------
OPERATING EXPENSES:
Operations....................... 132,434 (47,569) (2,980) -- 81,885
Selling, general and
administrative................. 50,517 (13,261) (1,647) -- 35,609
Management fees.................. -- (3,770) -- 3,770 (c) --
Depreciation and amortization.... 13,975 (3,999) (390) -- 9,586
(Gain) loss on sale of assets.... 99 (17) -- (30,490)(d) (30,408)
--------- --------- --------- --------- ---------
Total operating expenses..... 197,025 (68,616) (5,017) (26,720) 96,672
--------- --------- --------- --------- ---------
Operating income (loss).......... 7,524 (4,863) 676 26,720 30,057
Interest, net.................... (19,586) 160 (2) 4,393 (e) (15,035)
Intercompany interest expense.... -- -- 1,590 (1,590)(f) --
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE
MINORITY INTEREST.............. (12,062) (4,703) 2,264 29,523 15,022
Minority interest................ 1,311 -- -- 235 (g) (1,076)
--------- --------- --------- --------- ---------
NET INCOME (LOSS).................. $(13,373) $ (4,703) $ 2,264 $ 29,758 $ 13,946
========= ========= ========= ========= =========
Basic and diluted earnings
(loss) per share................. $ (2.66) $ 2.77
========= =========
Weighted average number of
shares outstanding (h)....... 5,033 5,033
========= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed and consolidated
financial statements.
7<PAGE> 9
(a) The President Casinos, Inc. column represents the Company's historical
consolidated statement of operations for the year ended February 29, 2000,
which includes the historical financial position of the Company's Davenport
casino and hotel operations for the period indicated.
(b) The TCG and Blackhawk columns represent the elimination of the
Davenport casino and hotel operations, respectively.
(c) Represents the elimination of the intercompany management fees between
TCG and the Company.
(d) Represents the net gain recorded on the disposition of TCG and
Blackhawk.
(e) Represents the reduction of interest expense associated with the
paydown of certain indebtedness based upon the use of the cash proceeds from
the disposition.
(f) Represents the elimination of the intercompany interest expense between
Blackhawk and the Company.
(g) Represents the elimination of the minority interest expense associated
with the 5% limited partner of TCG.
(h) The weighted average shares outstanding do not give effect to any stock
options on the Company's common stock because, due to the average market price
of the Company's common stock exceeding the exercise price of the options
during the period, the inclusion of such shares as common stock equivalents
would be anti-dilutive.
(c) Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 11, 2000
PRESIDENT CASINOS, INC.
By: /s/ Ralph J. Vaclavik
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Ralph J. Vaclavik, Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
99* Press Release dated October 10, 2000.
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* Previously filed.
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