<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-26518
------------
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 29, 1996
--------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
-----------------------------------------
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
- ------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part 1, Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations
- ------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
FITZGERALDS GAMING CORPORATION
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Full Name of Registrant
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Former Name if Applicable
301 Fremont Street
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Address of Principal Executive Office (Street and Number)
Las Vegas, Nevada 89101
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
<PAGE> 2
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED) Certain
information necessary for meaningful completion of MD&A is currently being
determined.
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
FERNANDO BENSUASKI (702) 388-2224
--------------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
</TABLE>
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
------------------------------------------------
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
* An earnings statement is included with this filing
- ------------------------------------------------------------------------------
FITZGERALDS GAMING CORPORATION
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 1996 By /s/ FERNANDO BENSUASKI
--------------------------- -------------------------------------
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
<PAGE> 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 29,
1996
OR
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR
THE TRANSITION PERIOD FROM
_______________ TO _______________
COMMISSION FILE NUMBER: 0-26518
FITZGERALDS GAMING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0329170
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
301 FREMONT STREET, LAS VEGAS, NEVADA 89101
(Address of principal executive offices) (Zip Code)
(702) 388-2224
(Registrant's telephone number, including area code)
NA
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period than 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 [ ]
Shares outstanding of each of the registrant's classes of common stock as of
November 10, 1996
<TABLE>
<CAPTION>
Class Outstanding as of November 10, 1996
----- ------------------------------------
<S> <C> <C>
Common stock, $.01 par value 4,012,846
</TABLE>
<PAGE> 4
FITZGERALDS GAMING CORPORATION
FORM 10-Q
INDEX
<TABLE>
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 29, 1996 AND 4
DECEMBER 31, 1995
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTERS
AND THREE QUARTERS ENDED SEPTEMBER 29, 1996 AND OCTOBER 6
1, 1995
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
QUARTERS ENDED SEPTEMBER 29, 1996 AND OCTOBER 1, 7
1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (OMITTED) 9
PART II OTHER INFORMATION 18
SIGNATURES 20
</TABLE>
2
<PAGE> 5
PART I
FINANCIAL INFORMATION
ITEM 1
CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 6
FITZGERALDS GAMING CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, 1996 AND DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 29, 1996 DECEMBER 31, 1995
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $17,130 $19,844
Restricted cash - 471
Accounts and notes receivable 2,170 3,007
Inventories 1,659 1,028
Prepaid expenses 3,044 3,106
-------------- --------------
Total current assets 24,003 27,456
-------------- --------------
PROPERTY AND EQUIPMENT, NET 146,765 103,803
-------------- --------------
OTHER ASSETS
Restricted cash-construction 5,770 49,100
Restricted investment 1,000 1,000
Long-term accounts and notes receivable
related parties, net of current portion 2,231 1,902
Advances receivable - 2,500
Investment in 101 Main Street 3,057 -
Investment in Fremont Street Experience 2,784 2,786
Debt offering costs 6,911 7,358
Other assets 1,572 1,308
-------------- --------------
Total other assets 23,325 65,954
-------------- --------------
TOTAL $194,093 $197,213
============== ==============
</TABLE>
See notes to consolidated financial statements
(continued)
4
<PAGE> 7
FITZGERALDS GAMING CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
SEPTEMBER 29, 1996 AND DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 29, 1996 DECEMBER 31, 1995
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $8,801 $10,498
Current portion of notes payable - related parties 357 728
Accounts payable 6,267 5,939
Accrued expenses 15,799 10,859
Deferred tax liability 63 63
-------------- --------------
31,287 28,087
-------------- --------------
LONG-TERM DEBT, NET OF CURRENT PORTION 138,817 137,660
NOTES PAYABLE-RELATED PARTIES, NET OF CURRENT PORTION 1,807 1,808
DEFERRED TAX LIABILITY 380 1,420
-------------- --------------
Total liabilities 172,291 168,975
-------------- --------------
MINORITY INTEREST 511 225
-------------- --------------
COMMITMENTS AND CONTINGENCIES
CUMULATIVE REDEEMABLE PREFERRED STOCK,
recorded at liquidation preference value, net of
unamortized offering costs and discounts. 14,545 11,952
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 29,200,000 shares
4,012,846 shares and 3,956,816 shares, issued
and outstanding 40 40
Additional paid-in capital 24,511 24,455
Accumulated deficit (17,805) (8,434)
-------------- --------------
Total stockholders' equity 6,746 16,061
-------------- --------------
TOTAL $194,093 $197,213
============== ==============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 8
FITZGERALDS GAMING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND THREE QUARTERS ENDED
SEPTEMBER 29, 1996 AND OCTOBER 1, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED THREE QUARTERS ENDED
------------------------ -----------------------
SEP. 29, OCT. 1, SEP. 29, OCT. 1,
1996 1995 1996 1995
------------------------ -----------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Casino $28,254 $29,976 $82,503 $87,147
Food and beverage 4,631 4,671 13,888 13,972
Rooms 4,386 3,296 10,476 9,932
Other 1,640 1,673 5,055 4,862
---------- ---------- ---------- ----------
Total 38,911 39,616 111,922 115,913
Less promotional allowances (3,208) (3,023) (9,017) (9,067)
---------- ---------- ---------- ----------
Net 35,703 36,593 102,905 106,846
---------- ---------- ---------- ----------
OPERATING COSTS AND EXPENSES:
Casino 14,675 14,740 42,587 42,838
Food and beverage 3,252 3,234 9,487 9,570
Rooms 2,773 1,803 6,686 5,309
Other operating 367 445 1,163 1,336
Selling, general and administrative 11,216 10,332 31,953 31,464
Depreciation and amortization 2,170 1,933 6,080 6,354
---------- ---------- ---------- ----------
Total 34,453 32,487 97,956 96,871
---------- ---------- ---------- ----------
INCOME FROM OPERATIONS 1,250 4,106 4,949 9,975
OTHER INCOME (EXPENSE):
Interest Income 394 154 1,821 252
Other income (expense) 423 - 468 -
Interest expense (4,664) (3,469) (14,823) (10,670)
Gain on sale of assets 14 4 285 456
Equity in income of unconsolidated affiliate 243 - 59 -
Minority interest in income of subsidiaries (123) (46) (286) (165)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE TAXES (2,463) 749 (7,527) (152)
INCOME TAX (PROVISION) BENEFIT (675) (260) 1,040 (3,433)
---------- ---------- ---------- ----------
NET INCOME (LOSS) (3,138) $489 (6,487) $(3,585)
---------- ========== ---------- ==========
PREFERRED STOCK DIVIDENDS (910) (2,592)
---------- ----------
NET LOSS APPLICABLE TO COMMON STOCK $(4,048) $(9,079)
---------- ----------
NET LOSS PER COMMON SHARE ($1.01) ($2.26)
========== ==========
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 4,012,846 4,012,846
========== ==========
</TABLE>
See notes to consolidated financial statements
6
<PAGE> 9
FITZGERALDS GAMING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE QUARTERS ENDED
SEPTEMBER 29, 1996 AND OCTOBER 1, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE QUARTERS ENDED
-----------------------------
SEP. 29, OCT. 1,
1996 1996
---------- ----------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES: $4,821 $3,807
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 359 9,376
Repayments from related parties 85 150
Acquisition of property and equipment (47,162) (2,255)
Distributions from 101 Main Street 352 -
Increase in advance receivable - (615)
Decrease in restricted cash 43,330 -
Investment in Fremont Street Experience (848) -
---------- ----------
Net cash provided (used) in investing activities (3,884) 6,656
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit - 500
Advances from related parties - 868
Cash paid to reduce long-term debt (7,489) (14,078)
Dividends (293) (915)
Other (319) (2,894)
(Increase) Decrease in restricted cash 472 (149)
Proceeds from issuance of debt 3,978 2,700
---------- ----------
Net cash (used) by financing activities (3,651) (13,968)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (2,714) (3,505)
CASH AND EQUIVALENTS BEGINNING OF PERIOD 19,844 11,886
---------- ----------
CASH AND EQUIVALENTS END OF PERIOD $17,130 $8,381
========== ==========
CASH PAID FOR INTEREST $11,032 $11,867
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment acquired through the issuance of debt $1,954 $4,743
Accretion of discount on preferred stock 238
Accrual of preferred stock dividends 2,354
Advances receivable transferred to investment in 101 Main Street 2,500
</TABLE>
See notes to consolidated financial statements.
7
<PAGE> 10
FITZGERALDS GAMING CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements of the Company as of
September 29, 1996 and for the quarter and three quarters ended September 29,
1996 and October 1, 1995, respectively, have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the interim
consolidated financial statements have been included. These consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995. The results of operations
for the three quarters ended September 29, 1996 are not necessarily indicative
of the results to be expected for the year ending December 31, 1996.
2. INVESTMENT IN 101 MAIN STREET
On February 16, 1996, the Company received approval from the Colorado Limited
Gaming Commission to purchase a 22% equity interest in 101 Main Street LLC, the
owner of Fitzgeralds Black Hawk Casino. The purchase became effective on
February 26, 1996 and the Company began accounting for this investment using
the equity method as of such date. The Company had advanced $2,500,000 to 101
Main Street, which amount was reclassified as an investment upon the
acquisition of the 22% equity interest.
3. RECENTLY-ISSUED ACCOUNTING STANDARD ADOPTED
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which was adopted by the Company during the first quarter of
1996. SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
cost to be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply APB Opinion No. 25,
which recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to
its stock-based compensation awards to employees and will disclose the required
pro-forma effect on net income and earnings per share.
8
<PAGE> 11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Harolds Club
On May 31, 1995 Fitzgeralds Reno, Inc. ("FRI"), a wholly-owned subsidiary of
the Company, sold the closed Harolds Club Casino ("Harold Club") in Reno to an
unrelated publicly-trade company who subsequently sold the same casino to a
company the assets of which are now under control of the United States
Bankruptcy Court for the Northern District of New York. Under the terms of
certain indemnification agreements executed in connection with the sale of
Harolds Club, FRI is contingently obligated for certain land lease payments in
the amount of approximately $650,000 annually and certain property-related
costs, such as taxes and insurance, if said lease payments and costs are not
paid for by the current owner of Harolds Club.
The current owner of Harolds Club has not met its obligations with respect to
the land leases and the lessors have demanded payment from FRI and from
another, unrelated guarantor. On or about August 2, 1996, each of the five
land lessors filed separate actions in the Second Judicial District Court
(Washoe County), State of Nevada, seeking payment from FRI and the other
guarantor of an aggregate of approximately $319,280 in unpaid lease payments
plus interest, attorneys' fees and costs. On October 31, 1996, four of the land
lessors entered into a stipulation with each of the named defendants pursuant
to which the parties agreed to stay all action in the suits until April 15,
1997 in order to, among other things, allow the current owner an opportunity to
find a buyer for the property.
The one land lessor who failed to join in the stipulation has indicated an
intention to dismiss FRI for one, from its lawsuit. However, said dismissal
has not yet occurred. On October 31, 1996, one of the named defendants filed a
cross-claim against FRI and the other defendants for indemnification. FRI
intends to vigorously defend this action as well as the other four actions
should Harolds Club not be sold by April 15, 1997.
John G. Metzker
In November 1994, John Metzker, a former stockholder of FRI, filed a complaint
in the Second Judicial District Court in Washoe County, Nevada. The complaint,
which arose out of the sale of plaintiff's stock to FRI, alleges that the
plaintiff is entitled to additional consideration in connection therewith based
on certain valuations of Harolds Club and for damages for his failure to be
released from certain bank guarantees. Harolds Club was sold in May 1995,
which released the former stockholder from his bank guarantees. On September
13, 1996, after a trial, the Court ordered (i) an increase in the principal
amount of a promissory note payable by FRI to Metzker in partial payment of his
interest in FRI from $4.97 million to $5.74 million (the "FRI Note"); and (ii)
the immediate payment to FRI of an approximately $600,000 promissory note made
by Metzker (the "Metzker Note"). The Court has not yet formalized its order
into a final judgment,
18
<PAGE> 12
nor has the Court ruled on motions made by both Metzker and FRI to be awarded
costs and attorneys fees. The parties are engaged in ongoing discussions to
resolve the matter. If a resolution cannot be reached, FRI intends to appeal
the trial Court's judgment. If FRI does not appeal or does not prevail on
appeal, the monthly payments due under the FRI Note will be adjusted on a
pro-rata basis retroactively to May 1994.
ITEM 2. CHANGES IN SECURITIES.
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
On July 9, 1996, the Company asked the holders of its 13% Senior Secured Notes
due 2002 (the "Notes") to consent to the modification of the disbursement
agreements regulating the use of certain proceeds from the sale of the Notes.
The Company has received consent from the required majority holders of the
Notes and has amended the disbursement agreements to allow the Company to
utilize up to $2.4 million in funds previously allocated to construction costs
(which costs were either deferred or funded through alternative financing) for
the payment of construction-period interest.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
None
19
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 15, 1996
FITZGERALDS GAMING CORPORATION
/s/ Fernando Bensuaski
Fernando Bensuaski
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer, Principal
Financial Officer and Principal
Accounting Officer)
20
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-29-1996
<CASH> 17,130
<SECURITIES> 0
<RECEIVABLES> 2,170
<ALLOWANCES> 0
<INVENTORY> 1,659
<CURRENT-ASSETS> 24,003
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 31,287
<BONDS> 108,548
14,545
0
<COMMON> 40
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 194,093
<SALES> 10,657
<TOTAL-REVENUES> 38,911
<CGS> 3,252
<TOTAL-COSTS> 37,661
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,664
<INCOME-PRETAX> (2,463)
<INCOME-TAX> (675)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,138)
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
