<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 1999
Commission file number: 0-26518
FITZGERALDS GAMING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 88-0329170
(State or other jurisdiction of incorporation or (IRS Employer Identification Number)
organization)
</TABLE>
301 FREMONT STREET, LAS VEGAS NV 89101
(Address of principal executive offices) (Zip Code)
(702) 388 - 2400
(Registrant's telephone number, including area code)
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 August 11, 1999
<TABLE>
<CAPTION>
Class Outstanding as of August 11, 1999
----- ---------------------------------
<S> <C>
Common stock, $.01 par value 4,012,846
</TABLE>
<PAGE> 2
FITZGERALDS GAMING CORPORATION
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JULY 4, 1999 AND DECEMBER
31, 1998 4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE QUARTERS AND TWO QUARTERS ENDED JULY 4, 1999 AND JUNE 28, 1998 6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWO QUARTERS
ENDED JULY 4, 1999 AND JUNE 28, 1998 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 14
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
28
PART II OTHER INFORMATION 29
SIGNATURES 32
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 4
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 4, 1999 AND DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS JULY 4, 1999 DEC. 31, 1998
------------ -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 22,548,920 $ 13,038,589
Restricted cash -- 537,179
Accounts receivable, net of allowance for doubtful
accounts of $469,435 and $345,340 1,206,705 1,437,095
Advances to affiliated companies 2,229 3,154
Inventories 1,237,449 1,375,443
Prepaid expenses:
Gaming taxes 1,794,701 1,209,825
Other 2,472,107 2,487,170
------------ ------------
Total current assets 29,262,111 20,088,455
------------ ------------
PROPERTY AND EQUIPMENT, net 155,330,464 159,714,663
------------ ------------
OTHER ASSETS:
Estimated realizable value of assets held for sale -- 4,122,842
Restricted cash 1,564,000 1,459,000
Restricted investment 200,000 200,000
Debt offering costs 7,598,195 8,319,745
Line of credit costs 389,253 408,051
Goodwill, net 13,505,218 13,681,296
Other assets 1,220,121 1,046,155
------------ ------------
Total other assets 24,476,787 29,237,089
------------ ------------
MINORITY INTEREST 177,760 157,257
------------ ------------
TOTAL $209,247,122 $209,197,464
============ ============
</TABLE>
(continued)
See Notes to Condensed Consolidated Financial Statements Page 4 of 32
<PAGE> 5
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
JULY 4, 1999 AND DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY JULY 4, 1999 DEC. 31, 1998
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 208,807,084 $ 4,634,747
Current portion of notes payable - related parties 304,637 304,637
Accounts payable 3,407,977 8,139,479
Accrued and other:
Payroll and related 5,738,796 5,010,169
Progressive jackpots 1,510,933 1,311,074
Outstanding chips and tokens 438,777 728,254
Interest 14,107,520 1,131,466
Other 6,353,199 6,632,472
------------- -------------
Total current liabilities 240,668,923 27,892,298
LONG-TERM DEBT, net of current portion 1,492,295 208,204,024
------------- -------------
Total liabilities 242,161,218 236,096,322
------------- -------------
CUMULATIVE REDEEMABLE PREFERRED STOCK,
$.01 par value; $25 stated value; 800,000 shares
authorized, issued and outstanding; liquidation
preference $20,000,000 stated value plus accrued
dividends of $13,653,445 and $11,264,632 recorded
at liquidation preference, net of unamortized
offering costs and discount of $6,573,923 and
$6,863,461, respectively 27,079,520 24,401,171
------------- -------------
STOCKHOLDERS' DEFICIENCY:
Common stock, $.01 par value; 29,200,000 shares
authorized; 4,012,846 shares issued and outstanding 40,128 40,128
Additional paid-in capital 23,649,582 23,649,582
Accumulated deficit (83,683,326) (74,989,739)
------------- -------------
Total stockholders' deficiency (59,993,616) (51,300,029)
------------- -------------
TOTAL $ 209,247,122 $ 209,197,464
============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 5 of 32
<PAGE> 6
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND TWO QUARTERS ENDED JULY 4, 1999
AND JUNE 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
QUARTERS ENDED TWO QUARTERS ENDED
------------------------------- -------------------------------
JULY 4, JUNE 28, JULY 4, JUNE 28,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Casino $ 44,468,653 $ 40,369,800 $ 88,437,070 $ 79,179,268
Food and beverage 6,122,673 6,243,561 12,604,118 12,175,212
Rooms 5,499,382 5,483,792 11,030,756 10,270,294
Other 823,996 10,101,224 1,711,456 12,273,682
------------- ------------- ------------- -------------
Total 56,914,704 62,198,377 113,783,400 113,898,456
Less promotional allowances 4,596,903 4,471,105 9,491,172 8,752,828
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net 52,317,801 57,727,272 104,292,228 105,145,628
------------- ------------- ------------- -------------
OPERATING COSTS AND EXPENSES:
Casino 22,684,133 19,212,289 44,733,610 37,374,390
Food and beverage 3,558,348 4,356,182 7,750,245 8,496,362
Rooms 3,242,418 3,182,762 6,426,891 5,996,270
Other operating expense 552,702 560,890 1,152,132 1,043,240
Selling, general and administrative 14,860,182 15,148,993 29,000,297 29,258,943
Depreciation and amortization 3,519,173 3,512,066 7,036,747 6,762,746
Write-down of assets and lease settlement 32,115 332,144 34,061 332,144
------------- ------------- ------------- -------------
Total 48,449,071 46,305,326 96,133,983 89,264,095
------------- ------------- ------------- -------------
INCOME FROM OPERATIONS 3,868,730 11,421,946 8,158,245 15,881,533
OTHER INCOME (EXPENSE):
Interest income 115,585 140,046 168,097 218,257
Interest expense (7,040,952) (6,790,830) (14,243,990) (13,606,362)
Interest expense - stockholders -- (4,739) (5,420) (9,322)
Other expense (147,989) (1,446,279) (92,171) (1,744,120)
------------- ------------- ------------- -------------
NET INCOME (LOSS) (3,204,626) 3,320,144 (6,015,239) 739,986
PREFERRED STOCK DIVIDENDS (1,363,821) (1,167,421) (2,678,348) (2,301,954)
------------- ------------- ------------- -------------
NET EARNINGS (LOSS) AVAILABLE TO
COMMON STOCKHOLDERS $ (4,568,447) $ 2,152,723 $ (8,693,587) $ (1,561,968)
============= ============= ============= =============
EARNINGS (LOSS) PER COMMON SHARE - BASIC $ (1.14) $ 0.54 $ (2.17) $ (0.39)
============= ============= ============= =============
EARNINGS (LOSS) PER COMMON SHARE - DILUTED $ (1.14) $ 0.36 $ (2.17) $ (0.39)
============= ============= ============= =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 4,012,846 4,012,846 4,012,846 4,012,846
============= ============= ============= =============
DILUTED 4,012,846 5,964,963 4,012,846 4,012,846
============= ============= ============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 6 of 32
<PAGE> 7
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWO QUARTERS ENDED JULY 4, 1999 AND JUNE 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JULY 4, 1999 JUNE 28, 1998
------------ -------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 12,414,822 $ 11,157,549
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 2,432,516 497,652
Acquisition of property and equipment (2,083,004) (3,105,626)
Decrease in restricted cash 432,179 393,987
Other -- (403,744)
------------ ------------
Net cash provided by (used in) investing activities 781,691 (2,617,731)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt offering costs (70,449) (718,338)
Payment of line of credit costs (71,479) --
Repayment of long-term debt (3,523,805) (3,502,073)
Dividends to minority stockholders (20,449) (336,629)
------------ ------------
Net cash used in financing activities (3,686,182) (4,557,040)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 9,510,331 3,982,778
------------ ------------
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 13,038,589 14,809,617
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 22,548,920 $ 18,792,395
============ ============
CASH PAID FOR INTEREST $ 369,051 $ 12,069,997
============ ============
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired through issuance of debt $ 394,602 $ 2,180,717
Accretion of discount on preferred stock 289,535 240,234
Accrual of preferred stock dividends 2,388,813 2,061,719
Accrual of debt offering costs -- 339,492
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 7 of 32
<PAGE> 8
FITZGERALDS GAMING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed consolidated financial statements of
Fitzgeralds Gaming Corporation (the "Company") as of July 4, 1999 and for the
quarters and two quarters ended July 4, 1999 and June 28, 1998 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 ("GAAP") 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
condensed consolidated financial statements have been included. These condensed
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, 1998. The results of
operations for the two quarters ended July 4, 1999 are not necessarily
indicative of the results to be expected for the year ending December 31, 1999.
The Company utilizes a "4-4-5" (weeks) financial reporting period which
maintains a December 31 year end. This method of reporting results in 13 weeks
in each quarterly accounting period. The first and fourth accounting periods
will have a fluctuating number of days resulting from the maintenance of a
December 31 year end, whereas the second and third accounting periods will have
the same number of days each year.
Certain amounts in the 1998 consolidated financial statements have been
reclassified to conform to the 1999 method of presentation.
2. Recently Adopted Accounting Standards
In 1998, the Company adopted SFAS 130, Reporting Comprehensive Income.
This statement requires companies to classify items of other comprehensive
income by their nature in a financial statement and display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement of financial
position. The adoption of SFAS 130 had no material impact on the financial
position or results of operations of the Company since the Company does not have
items of other comprehensive income.
Also in 1998, the Company adopted SFAS 131, Disclosure about Segments
of an Enterprise and Related Information. SFAS 131 establishes standards for
reporting information about operating segments and related disclosures about
products and services, geographic areas
Page 8 of 32
<PAGE> 9
and major customers. Segment disclosure is provided in Note 6 of the Notes to
Condensed Consolidated Financial Statements.
On January 1, 1999, the Company adopted Statement of Position ("SOP")
98-5, Reporting on the Costs of Start-up Activities. SOP 98-5 requires that all
non-governmental entities expense costs of start-up activities (commonly
referred to as pre-opening costs in the gaming industry) as those costs are
incurred. The adoption of SOP 98-5 had no material impact on the Company's
financial condition or results of operations.
3. Recently Issued Accounting Standards
On June 30, 1998, the FASB issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement establishes
accounting and reporting standards for derivative instruments and hedging
activities and is effective for the Company's fiscal year ending December 31,
2001. Management believes that adoption of this statement will not have a
material impact on the Company's financial condition or results of operations.
4. Long-Term Debt
In December 1997, the Company issued $205.0 million 12 1/4% Senior
Secured Notes due 2004 (the "Senior Secured Notes"). Of the $202.6 million net
proceeds, the Company used $123.0 million to retire its 13% Senior Secured Notes
due 2002 with Contingent Interest; $5.4 million to retire its 13% Priority
Secured Notes due 1998; $39.7 million to retire the 13% First Mortgage Notes due
2000 of 101 Main Street Limited Liability Company ("101 Main"); and
approximately $20.1 million to retire other secured indebtedness. Of the
remaining proceeds, $8.7 million was used for expenses of the offering and $5.7
million was applied to accrued interest totaling approximately $10.6 million at
December 31, 1997.
In October 1998, the Company established the $15.0 million credit
facility (the "Credit Facility") with a lending institution, of which up to $5.0
million was permitted to be used for capital projects at Fitzgeralds Black Hawk
and up to $10.0 million of which was permitted to be used for general corporate
purposes. The Credit Facility is secured by a lien on substantially all of the
assets of the Company, which lien is senior to the lien securing the Senior
Secured Notes.
On May 13, 1999, the Company's Board of Directors 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 Secured Notes and, as of July 15, 1999, the Company had not (and as of
the date hereof has not) made the regularly scheduled interest payment of $12.5
million on the Senior Secured Notes which was due and payable on June 15, 1999.
Accordingly, an Event of Default under the Indenture pursuant to which the
Senior Secured Notes were issued has occurred and is continuing. The Company has
reflected the Senior Secured Notes as a current liability, although no action
has been taken by either the Indenture Trustee or holders of at least 25% of
the Senior Secured Notes to accelerate the Senior Secured Notes and declare the
unpaid principal and interest to be due and payable. Failure to make the
scheduled
Page 9 of 32
<PAGE> 10
payment on June 15, 1999, resulted in an increase in the interest rate of 1% to
13 1/4 % effective June 16, 1999.
A default on the Senior Secured Notes constitutes a default under the
Credit Facility and, although the Company believes the lending institution under
the Credit Facility will continue to have adequate security for the Company's
obligations thereunder, there can be no assurance that the lending institution
will continue to make additional advances, that it would not accelerate payment
of amounts outstanding under the Credit Facility or that it would refrain from
exercising any other remedies available to it. As of July 4, 1999, the Company
had borrowed $3.0 million under the Credit Facility. The Company has reflected
the $3.0 million as a current liability, although no action has been taken by
the lending institution. On July 21, 1999, the Company had repaid substantially
all amounts borrowed under the Credit Facility.
5. Earnings Per Share
The Company utilizes SFAS No. 128, Earnings per Share ("EPS") to
compute earnings per share. SFAS No. 128 replaces the presentation of primary
EPS with a presentation of basic EPS. It also requires dual presentation of
basic and diluted EPS on the face of the income statement for all entities with
complex capital structures.
During the two quarters ended July 4, 1999 and June 28, 1998, there
were no outstanding convertible securities that would result in dilutive
potential common shares and, as such, diluted earnings per share are not
applicable. Options to purchase 559,261 and 656,993 shares of common stock at
prices ranging from $1.00 to $1.10 per share were outstanding at July 4, 1999
and June 28, 1998, respectively. Warrants to purchase 1,971,835 shares of common
stock at $.01 per share were outstanding at June 28, 1998. Prior to the
expiration date of December 19, 1998, the Warrant Agent received timely notice
of exercise for 1,495,236 Warrants. The Company advised each exercising Warrant
holder that the exercise of the Warrants and issuance of the underlying Common
Stock might be subject to certain Nevada, Colorado and Mississippi gaming
licensure requirements, and that no such Common Stock would be issued without
compliance with or exemption from applicable gaming requirements. The Company
has been advised by the applicable gaming authorities for each such jurisdiction
that, based on the information provided by the Warrant Agent, no licensure will
be required by virtue of the exercise of the Warrants or issuance of the
underlying Common Stock. It is anticipated that the 1,495,236 shares of Common
Stock issuable on exercise of the Warrants will be issued in the near future to
the exercising Warrant holders in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act of 1933 on the basis that there
was no public offering of the shares of Common Stock underlying the Warrants.
Such options and Warrants are not included in the computation of diluted
earnings per share for the two quarters ended July 4, 1999 and June 28, 1998 and
for the quarter ended July 4, 1999 because to do so would have been
antidilutive.
Page 10 of 32
<PAGE> 11
The following is a reconciliation of basic weighted average shares
outstanding to diluted weighted average shares outstanding for the quarter ended
June 28, 1998:
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED JUNE 28, 1998
-----------------------------------------------
PER-SHARE
INCOME SHARES AMOUNT
----------- ----------- --------
<S> <C> <C> <C>
Net Income before extraordinary item and
accounting change $ 3,320,144
Less: Preferred stock dividends (1,167,421)
----------
BASIC EPS
Income available to common stockholders 2,152,723 4,012,846 $ 0.54
EFFECT OF DILUTED SECURITIES
Warrants (a) 1,952,117
---------
DILUTED EPS
Income available to common stockholders
plus assumed conversion $ 2,152,723 5,964,963 $ 0.36
=========== =========== ========
</TABLE>
- ----------
(a) For the purpose of calculating the effect of the diluted securities as it
pertains to the Company's outstanding Warrants, the Company assigned a value of
$1.00 per share to the Company's Common Stock for computational purposes only.
The Company's Common Stock is not presently listed for trading on any securities
exchange and the Company has no plans to list the Common Stock on any securities
exchange. The Company has not performed, and does not intend to perform, an
appraisal or valuation of its Common Stock, and the Company has not obtained,
and does not intend to obtain, any appraisal or valuation of its Common Stock.
Additionally, the Company makes no representations, and explicitly disclaims any
representations, concerning the presentation of the information concerning the
Company's Common Stock. Accordingly, the information presented concerning the
Company's Common Stock should not be considered in making any investment
decision with respect to the Company and should not be considered or relied upon
as indicative or representative of the Company's performance.
6. Segment Information
In 1998, the Company adopted SFAS No. 131, Disclosures about Segments
of an Enterprise and Related Information. SFAS No. 131 establishes standards for
reporting information about operating segments, geographic areas and major
customers in the annual financial statements and requires reporting of selected
information about operating segments in interim financial reports. The adoption
of SFAS No. 131 had no effect on the Company's consolidated financial position
or consolidated results of operations.
The accounting policies of each business segment are the same as those
described in the summary of significant accounting policies in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998. There are
minimal inter-segment sales. The Company continues to evaluate its business
segment performance based on EBITDA. The Company has not changed its basis of
segmentation from the year ended December 31, 1998.
Page 11 of 32
<PAGE> 12
<TABLE>
<CAPTION>
For the Quarters Ended
------------------------------
July 4, 1999 June 28, 1998
------------ -------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $ 12,999 $ 12,413
Fitzgeralds Tunica 18,748 15,900
Fitzgeralds Reno 11,106 10,941
Fitzgeralds Black Hawk 9,465 9,183
Other -- 9,291
-------- --------
Total $ 52,318 $ 57,728
======== ========
Income (loss) from operations:
Fitzgeralds Las Vegas $ (220) $ (258)
Fitzgeralds Tunica 1,672 (320)
Fitzgeralds Reno 1,366 1,139
Fitzgeralds Black Hawk 1,862 2,477
Other (769) 8,644
-------- --------
Total Properties 3,911 11,682
Nevada Club (10) (260)
Harolds Club (32) --
-------- --------
Total $ 3,869 $ 11,422
======== ========
</TABLE>
Reconciliation of total business segment operating income to consolidated net
income (loss) before income tax:
<TABLE>
<CAPTION>
For the Quarters Ended
------------------------------
July 4, 1999 June 28, 1998
------------ -------------
(in thousands)
<S> <C> <C>
Total segment operating income: $ 4,680 $ 3,139
Nevada Club (10) (260)
Harolds Club (32) (101)
Other (1,766) 7,584
Eliminations 2,514 (1,749)
Interest income 116 140
Interest income - shareholder and intercompany 7,948 7,920
Interest expense (7,041) (6,791)
Interest expense - shareholder and intercompany (7,930) (7,906)
Other income (expense) (1,683) 1,345
======= =======
Net income (loss) before income tax $(3,205) $ 3,320
======= =======
</TABLE>
Page 12 of 32
<PAGE> 13
<TABLE>
<CAPTION>
For the Two Quarters Ended
-------------------------------
July 4, 1999 June 28, 1998
------------ -------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $ 27,371 $ 25,280
Fitzgeralds Tunica 38,394 32,358
Fitzgeralds Reno 20,262 18,950
Fitzgeralds Black Hawk 18,265 17,914
Other -- 10,644
--------- ---------
Total Properties 104,292 105,146
Nevada Club -- --
--------- ---------
Total $ 104,292 $ 105,146
========= =========
Income (loss) from operations:
Fitzgeralds Las Vegas $ 604 $ 614
Fitzgeralds Tunica 3,885 496
Fitzgeralds Reno 1,335 755
Fitzgeralds Black Hawk 3,630 4,907
Other (1,228) 9,775
--------- ---------
Total Properties 8,226 16,547
Nevada Club (34) (665)
Harolds Club (34) --
--------- ---------
Total $ 8,158 $ 15,882
========= =========
</TABLE>
Reconciliation of total business segment operating income to consolidated net
income (loss) before income tax:
<TABLE>
<CAPTION>
For the Two Quarters Ended
---------------------------
July 4, 1999 June 28, 1998
------------ -------------
(in thousands)
<S> <C> <C>
Total segment operating income: $ 9,454 $ 6,873
Nevada Club (34) (665)
Harolds Club (34) (101)
Other (1,227) 9,774
Eliminations 4,191 (358)
Interest income 168 218
Interest income - shareholder and intercompany 16,157 15,411
Interest expense (14,244) (13,606)
Interest expense - shareholder and intercompany (16,126) (15,383)
Other expense (4,320) (1,423)
-------- --------
Net income (loss) before income tax $ (6,015) $ 740
======== ========
</TABLE>
7. Subsequent Events
The Company is in default on its Senior Secured Notes. See Note 4 of
Notes to Condensed Consolidated Financial Statements and Part II, Item 3 -
Defaults Upon Senior Securities.
On July 21, 1999, the Company repaid substantially all amounts borrowed
under the Credit Facility.
Page 13 of 32
<PAGE> 14
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The following discussion should be read
in conjunction with, and is qualified in its entirety by, the Condensed
Consolidated Financial Statements and the Notes thereto included in this report.
The following discussion and other material in this report on Form 10-Q contain
certain forward-looking statements. The forward-looking statements are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable, are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond the
control of the Company, and upon assumptions with respect to future business
decisions which are subject to change. Risks to which the Company is subject
include, but are not necessarily limited to, its efforts to restructure its
indebtedness and capital structure, competition, high level of indebtedness, the
need for additional financing, development and construction risks, market
fluctuations, gaming, liquor and other regulatory matters, taxation, the
availability and retention of key management, environmental matters and other
factors discussed in the Company's other filings with the Securities and
Exchange Commission. Accordingly, actual results could differ materially from
those contemplated by such forward-looking statements.
GENERAL
Fitzgeralds Gaming Corporation (the "Company") is a diversified
multi-jurisdictional gaming holding company that owns and operates four
Fitzgeralds-brand casino-hotels, located in downtown Las Vegas, Nevada
("Fitzgeralds Las Vegas"), Reno, Nevada ("Fitzgeralds Reno"), Tunica,
Mississippi ("Fitzgeralds Tunica"), and Black Hawk, Colorado ("Fitzgeralds Black
Hawk"). The Company markets its properties primarily to middle-market customers,
emphasizing its Fitzgeralds brand and its "Fitzgeralds Irish Luck" theme.
In December 1997, the Company issued $205.0 million of its Senior
Secured Notes secured by a lien on substantially all of the assets of the
Company. In October 1998, the Company established a $15.0 million Credit
Facility with a lending institution, of which $5.0 million was permitted to be
used for capital projects at Fitzgeralds Black Hawk. The Credit Facility is
secured by a lien on substantially all of the assets of the Company, which lien
is senior to the lien securing the Senior Secured Notes. The Company currently
conducts substantially all of its business through wholly-owned subsidiaries;
Fitzgeralds Reno, Inc. ("FRI"); Fitzgeralds South, Inc. ("FSI"); and Fitzgeralds
Incorporated ("FI"). FRI directly owns and operates Fitzgeralds Reno; FSI owns
and operates Fitzgeralds Las Vegas and Fitzgeralds Tunica through wholly-owned
subsidiaries; and FI owns and operates Fitzgeralds Black Hawk through
wholly-owned subsidiaries, including 101 Main Street Limited Liability Company
("101 Main").
Page 14 of 32
<PAGE> 15
On May 13, 1999, the Company's Board of Directors 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 Secured Notes and, as of July 15, 1999, the Company had not (and as of
the date hereof has not) made the regularly scheduled interest payment of $12.5
million on the Senior Secured Notes which was due and payable on June 15, 1999.
Accordingly, an Event of Default under the Indenture pursuant to which the
Senior Secured Notes were issued has occurred and is continuing. No action has
been taken by either the Indenture Trustee or holders of at least 25% of the
Senior Secured Notes to accelerate the Senior Secured Notes and declare the
unpaid principal and interest to be due and payable.
Unless the context otherwise requires, the "Company" refers to
Fitzgeralds Gaming Corporation and its subsidiaries. The Company was
incorporated in Nevada in 1994 to serve as a holding company. The executive
office of the Company is located at 301 Fremont Street, Las Vegas, Nevada 89101;
telephone (702) 388-2400; facsimile (702) 382-5562.
In the narrative discussion below, the "Cumulative 1999 Period" is
defined as the two quarters ended July 4, 1999 and the "Cumulative 1998 Period"
is defined as the two quarters ended June 28, 1998, resulting in the Cumulative
1999 Period having an additional six days of operating results compared to the
Cumulative 1998 Period. The "1999 Q2 Period" is defined as the quarter ended
July 4, 1999, and the "1998 Q2 Period" is defined as the quarter ended June 28,
1998. Financial performance is focused on the principal ongoing operating
properties of the Company, which include Fitzgeralds Las Vegas, Fitzgeralds
Tunica, Fitzgeralds Reno and Fitzgeralds Black Hawk, collectively referred to as
(the "Properties"). In June 1998 Fitzgeralds Arizona Management, Inc. ("FAMI"),
a subsidiary 85% owned by the Company entered into a termination agreement with
the Yavapai-Apache Indian Nation, wherein the parties mutually agreed to
terminate the exclusive agreement (the "Management Agreement") for FAMI to
manage the Cliff Castle Casino ("Cliff Castle"), a gaming facility in Camp
Verde, Arizona. The 1998 results for the Properties include payments for the
settlement agreement with the Turning Stone Casino ("Turning Stone") and fees
earned from the Cliff Castle Management Agreement through June 1998. Unless the
context otherwise indicates, the discussion below excludes Nevada Club, which
was closed in December 1997 in anticipation of its sale which occurred on June
18, 1999, and in management's opinion, is not material to the ongoing operations
of the Company. Results for the Properties include corporate expenses allocated
to the respective properties. Such amounts for each property were approximately
$0.25 million for each of the two quarters represented.
TWO QUARTERS ENDED JULY 4, 1999 COMPARISON TO TWO QUARTERS ENDED JUNE 28, 1998
The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the Cumulative
1999 Period and the Cumulative 1998 Period. EBITDA for the Properties decreased
from $23.3 million for the Cumulative 1998 Period to $15.3 million for the
Cumulative 1999 Period as a result of the non-recurring payment of $8.0 million
in connection with the termination of the Cliff Castle Management Agreement in
June of 1998. Adjusted EBITDA, which the Company uses as a reasonable measure of
its ability to generate cash from operating activities and as a means to compare
the Company's performance with
Page 15 of 32
<PAGE> 16
that of its competitors decreased $0.1 million from $15.4 million for the
Cumulative 1998 Period to $15.3 million for the Cumulative 1999 Period (which
$15.4 million does not include $8.0 million of the $8.2 million received as
payment for the termination of the Cliff Castle Management Agreement). For a
definition of EBITDA and adjusted EBITDA, see footnotes 3 and 4 of the Statement
of Operations Data.
<TABLE>
<CAPTION>
FOR THE TWO QUARTERS ENDED
--------------------------------
STATEMENT OF OPERATIONS DATA JULY 4, 1999 JUNE 28, 1998
------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Net Operating Revenues:
Fitzgeralds Las Vegas $ 27,371 $ 25,280
Fitzgeralds Tunica 38,394 32,358
Fitzgeralds Reno 20,262 18,950
Fitzgeralds Black Hawk 18,265 17,914
Other (1) -- 10,644
--------- ---------
Total $ 104,292 $ 105,146
========= =========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ 604 $ 614
Fitzgeralds Tunica 3,885 496
Fitzgeralds Reno 1,335 755
Fitzgeralds Black Hawk 3,630 4,907
Other (2) (1,228) 9,775
--------- ---------
Total Properties 8,226 16,547
Nevada Club (34) (665)
Harolds Club (34) --
--------- ---------
Total $ 8,158 $ 15,882
========= =========
OTHER DATA
EBITDA (3):
Fitzgeralds Las Vegas $ 2,428 $ 2,184
Fitzgeralds Tunica 6,967 3,441
Fitzgeralds Reno 2,560 1,943
Fitzgeralds Black Hawk 4,516 5,765
Other (2) (1,208) 9,973
--------- ---------
Total Properties 15,263 23,306
Nevada Club (34) (662)
Harolds Club (34) --
--------- ---------
Total EBITDA 15,195 22,644
Adjustments to EBITDA (4) 68 (7,242)
--------- ---------
Adjusted EBITDA $ 15,263 $ 15,402
========= =========
Net Cash Provided by (Used in) (5):
Operating Activities $ 12,415 $ 11,158
Investing Activities 782 (2,618)
Financing Activities (3,686) (4,557)
Depreciation and Amortization 7,037 6,763
Capital Expenditures (2,478) (3,106)
Earnings to Fixed Charges (6): -- 1.10
</TABLE>
- --------------
Page 16 of 32
<PAGE> 17
(1) Includes (i) fees from the Cliff Castle Management Agreement and the
Turning Stone settlement agreement for the Cumulative 1998 Period and (ii)
non-recurring revenue of $8.0 million received in connection with the
termination of the Cliff Castle Management Agreement for the Cumulative
1998 Period.
(2) Includes (i) fees from the Cliff Castle Management Agreement and the
Turning Stone settlement agreement for the Cumulative 1998 Period; (ii)
non-recurring revenue of $8.0 million received in connection with the
termination of the Cliff Castle Management Agreement for the Cumulative
1998 Period, net of corporate expenses not allocated to the Properties and
expenses of FI; and (iii) corporate expenses not allocated to the
Properties for the Cumulative 1999 Period.
(3) EBITDA, or "earnings before interest, taxes on income, depreciation and
amortization", is a supplemental financial measurement used by the Company
in the evaluation of its gaming business and by many gaming industry
analysts. EBITDA is calculated by adding depreciation and amortization
expense to income from operations. At any property, EBITDA is calculated
after the allocation of corporate costs. However, EBITDA should only be
read in conjunction with all of the Company's financial data summarized
above and its financial statements prepared in accordance with GAAP
appearing elsewhere herein, and should not be construed as an alternative
either to income from operations (as determined in accordance with GAAP) as
an indication of the Company's operating performance or to cash flows from
operating activities (as determined in accordance with GAAP) as a measure
of liquidity. This presentation of EBITDA may not be comparable to
similarly titled measures reported by other companies.
(4) Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club for
both periods presented; (ii) exclusion of EBITDA for Harolds Club for the
Cumulative 1999 Period; and (iii) exclusion of non-recurring revenue of
$8.0 million received in connection with the termination of the Cliff
Castle Management Agreement for the Cumulative 1998 Period.
(5) Includes financial results of (i) Nevada Club for both periods presented
and (ii) Harolds Club for the Cumulative 1999 Period.
(6) For the Ratio of Earnings to Fixed Charges, earnings are defined as
earnings before income taxes, interest on indebtedness, imputed interest on
capital lease obligations and the portion of rent expense deemed to
represent interest. Fixed charges consist of interest on indebtedness,
imputed interest on capital lease obligations and the portion of rent
expense deemed to represent interest. Earnings were insufficient to cover
fixed charges by $6.0 million for the Cumulative 1999 Period: however,
earnings covered fixed charges by a ratio of 1.10 for the Cumulative 1998
Period, including amounts attributed to the termination of the Cliff Castle
Management Agreement.
OPERATING REVENUES
Total revenues for the Properties were $113.8 million and net operating
revenues were $104.3 million for the Cumulative 1999 Period, representing
decreases of 0.1% and 0.8%, respectively, as compared to total revenues of
$113.9 million and net operating revenues of $105.1 million for the Cumulative
1998 Period. Excluding the non-recurring payment of $8.0 million of the $8.2
million received in connection with the termination of the Cliff Castle
Management Agreement in June of 1998 results in a 7.5% increase in net operating
revenues. This increase was primarily due to new marketing strategies, an
effective guest development program and continued improvement of the slot
product.
The Company's business can be separated into four operating
departments: casino, food and beverage, rooms and other. Casino revenues for the
Properties represented 77.7% and 69.5% of total revenues for the Properties for
the Cumulative 1999 and 1998 Periods, respectively. Casino revenues for the
Properties (of which approximately 83.7% and 81.7% were derived from slot
machine revenues for the Cumulative 1999 and 1998 Periods, respectively)
increased 11.7% to $88.4 million for the Cumulative 1999 Period from the $79.2
million recorded for the Cumulative 1998 Period. Casino revenues increased 10.3%
at Fitzgeralds Las Vegas due primarily to the reasons noted above. At
Fitzgeralds Tunica, casino revenues increased 20.1% for the reasons stated above
as well as a result of the opening of the connector road. Fitzgeralds Reno
casino revenues increased 8.4% for the reasons stated above, as well as due to
improved
Page 17 of 32
<PAGE> 18
weather conditions over the mountains to Reno. Fitzgeralds Black Hawk casino
revenues were negatively impacted by the opening of the Lodge and the Isle of
Capri in 1998 as revenue growth increased only 2.5% for the Cumulative 1999
Period.
Room revenues for the Properties (at 9.7% and 9.0% of total revenues
for the Properties for the Cumulative 1999 and 1998 Periods, respectively)
increased 7.4% from the Cumulative 1998 Period. Fitzgeralds Reno room revenues
decreased 0.2% due to the combination of a higher average occupancy rate, which
increased to 89.0% from 88.8% for the Cumulative 1998 Period, offset by a
decrease in the average daily rate of 3.5% for the Cumulative 1999 Period. Room
revenues increased 10.4% at Fitzgeralds Las Vegas due to a combination of a
higher average occupancy rate which increased to 94.8% for the Cumulative 1999
Period from 92.5% for the Cumulative 1998 Period and a higher average daily rate
which increased 4.3% for the Cumulative 1999 Period. At Fitzgeralds Tunica, room
revenues increased 9.4% as the average occupancy rate decreased to 93.5% for the
Cumulative 1999 Period from 95.3% for the Cumulative 1998 Period; however, the
average daily rate increased 11.0% for the Cumulative 1999 Period.
Food and beverage revenues for the Properties (at 11.1% and 10.7% of
total revenues for the Properties for the Cumulative 1999 and 1998 Periods,
respectively) increased approximately $0.4 million or 3.5% for the Cumulative
1999 Period. The Tunica and Reno properties experienced revenue increases of
13.9% and 9.5% respectively, as a result of increases in casino revenues in
these two properties. Food and beverage revenues at Fitzgeralds Las Vegas and
Fitzgeralds Black Hawk decreased approximately 4.7% and 7.6%, respectively. The
decrease in Las Vegas is due to changes in the utilization of food product as a
marketing strategy to generate traffic volumes. The decrease in Black Hawk is
due to increased gaming competition in the Black Hawk market.
Other revenues for the Properties decreased $10.6 million primarily as
a result of the termination of the Cliff Castle Management Agreement and
completion of the settlement agreement with Turning Stone in 1998.
Promotional allowances for the Properties increased $0.7 million or
8.4% for the Cumulative 1999 Period primarily as a result of increased casino
volumes, as well as increased levels of competition.
OPERATING COSTS AND EXPENSES
Total operating costs and expenses for the Properties increased 8.4% to
$96.1 million for the Cumulative 1999 Period from $88.6 million for the
Cumulative 1998 Period due primarily to increases in marketing and payroll
costs.
Casino expenses for the Properties were $44.7 million for the
Cumulative 1999 Period, a 20.3% increase from the $37.2 million for the
Cumulative 1998 Period, primarily due to increases in payroll, gaming revenue
taxes, revenue participation slot machine expenses and promotional expenses
incurred by the casino department. Food and beverage expenses for the Properties
decreased 8.7% to $7.8 million for the Cumulative 1999 Period from $8.5 million
for the
Page 18 of 32
<PAGE> 19
Cumulative 1998 Period. The decrease in food and beverage expenses is due to
improved cost controls at the Properties, and with respect to Fitzgeralds Las
Vegas, expenses decreased 19.2% for the Cumulative 1999 Period. Room expenses
for the Properties increased 7.2% to $6.4 million for the Cumulative 1999 Period
from $6.0 million for the Cumulative 1998 Period. At the Las Vegas, Reno and
Tunica properties, room expenses increased by 5.3%, 4.9% and 10.6%,
respectively. Selling, general and administrative expenses for the Properties
decreased 0.2% to $29.0 million for the Cumulative 1999 Period which includes
$0.7 million of professional fees incurred in conjunction with the development
of the Company's restructuring plan.
Personnel expenses for the Properties increased 7.5% to approximately
$40.2 million for the Cumulative 1999 Period from approximately $37.4 million
for the Cumulative 1998 Period. The increase is due to continued competitive
pressures in the Tunica and the Black Hawk markets as personnel expenses at
Fitzgeralds Tunica and Fitzgeralds Black Hawk increased 12.8% and 12.3%,
respectively, from the Cumulative 1998 Period.
Marketing expenses for the Properties, which include advertising,
promotional material, special events and the operations of the Fitzgeralds
player tracking card, increased 5.0% for the Cumulative 1999 Period. There were
more intensive marketing efforts at Fitzgeralds Black Hawk and Fitzgeralds Las
Vegas as marketing expenses increased 40.8% and 17.0% for the Cumulative 1999
Period, respectively, while Fitzgeralds Tunica and Fitzgeralds Reno marketing
expenses decreased 8.9% and 0.03%, respectively.
Depreciation and amortization expenses for the Properties increased
4.1% to $7.0 million for the Cumulative 1999 Period from $6.8 million for the
Cumulative 1998 Period.
INCOME FROM OPERATIONS
Income from operations for the Properties decreased 50.3% to $8.2
million for the Cumulative 1999 Period from $16.5 million for the Cumulative
1998 Period. The decrease is primarily due to the termination of the Cliff
Castle Management Agreement in June 1998, which included a non-recurring payment
of $8.0 million and the completion of the settlement agreement with Turning
Stone in September 1998.
NET INTEREST EXPENSE
Interest expense for the Properties (net of interest income) increased
6.8% to $14.1 million for the Cumulative 1999 Period from $13.2 million for the
Cumulative 1998 Period, primarily due to increased debt as a result of the
purchase of additional slot machines in the latter part of 1998. As of July 4,
1999, the Company had accrued for, but as of the date hereof has not made, the
regularly scheduled interest payment of $12.5 million on the Senior Secured
Notes which was due and payable on June 15, 1999. Failure to make the scheduled
payment on June 15, 1999, resulted in an increase in the interest rate of 1% to
13 1/4 % effective June 16, 1999.
Page 19 of 32
<PAGE> 20
NET LOSS
Net loss for the Properties increased $7.3 million from net income of
$1.4 million in the Cumulative 1998 Period to a net loss of $5.9 million for the
Cumulative 1999 Period. The decrease is due to the termination of the Cliff
Castle Management Agreement which included non-recurring revenue of $8.0 million
and the completion of the settlement agreement with Turning Stone.
QUARTER ENDED JULY 4, 1999 COMPARISON TO QUARTER ENDED JUNE 28, 1998
During the 1999 Q2 Period, the Company experienced a 9.4% decrease in
net revenue compared with the 1998 Q2 Period; however, excluding the
non-recurring payment of $8.0 million in connection with the termination of the
Cliff Castle Management Agreement in June 1998, the Company experienced a 5.2%
increase. In order to preserve market share in each of its four existing
markets, the Company continues to modify its strategies regarding promotional
and complimentary expenses in order to meet the competitive challenges it faces
in each of the four markets in which it competes, resulting in reduced operating
margins.
The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the 1999 Q2
Period and the 1998 Q2 Period. EBITDA from the Company's four principal ongoing
operating properties, Fitzgeralds Tunica, Fitzgeralds Black Hawk, Fitzgeralds
Reno and Fitzgeralds Las Vegas, improved in the 1999 Q2 Period. EBITDA for the
Properties decreased from $15.2 million for the 1998 Q2 Period to $7.4 million
for the 1999 Q2 Period primarily as a result of termination of the Cliff Castle
Management Agreement and the completion of the settlement agreement with Turning
Stone in September 1998. Adjusted EBITDA, which the Company uses as a reasonable
measure of its ability to generate cash from operating activities and as a means
to compare the Company's performance with that of its competitors, increased
$0.1 million from $7.3 million for the 1998 Q2 Period to $7.4 million for the
1999 Q2 Period. For a definition of EBITDA and adjusted EBITDA, see footnotes 3
and 4 of the Statement of Operations Data.
Page 20 of 32
<PAGE> 21
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
--------------------------------
STATEMENT OF OPERATIONS DATA JULY 4, 1999 JUNE 28, 1998
------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Net Operating Revenues:
Fitzgeralds Las Vegas $ 12,999 $ 12,413
Fitzgeralds Tunica 18,748 15,900
Fitzgeralds Reno 11,106 10,941
Fitzgeralds Black Hawk 9,465 9,183
Other (1) -- 9,291
-------- --------
Total $ 52,318 $ 57,728
======== ========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ (220) $ (258)
Fitzgeralds Tunica 1,672 (320)
Fitzgeralds Reno 1,366 1,139
Fitzgeralds Black Hawk 1,862 2,477
Other (2) (769) 8,644
-------- --------
Total Properties 3,911 11,682
Nevada Club (10) (260)
Harolds Club (32) --
-------- --------
Total $ 3,869 $ 11,422
======== ========
OTHER DATA
EBITDA (3):
Fitzgeralds Las Vegas $ 697 $ 561
Fitzgeralds Tunica 3,216 1,157
Fitzgeralds Reno 1,979 1,743
Fitzgeralds Black Hawk 2,298 2,916
Other (2) (760) 8,817
-------- --------
Total Properties 7,430 15,194
Nevada Club (10) (260)
Harolds Club (32) --
-------- --------
Total EBITDA 7,388 14,934
Adjustments to EBITDA (4) 42 (7,644)
-------- --------
Adjusted EBITDA $ 7,430 $ 7,290
======== ========
</TABLE>
- --------------
(1) Includes (i) fees from Cliff Castle Management Agreement and the Turning
Stone settlement agreement for the 1998 Q2 Period and (ii) non-recurring
revenue of $8.0 million received in connection with the termination of the
Cliff Castle Management Agreement for the 1998 Q2 Period.
(2) Includes (i) fees from Cliff Castle Management Agreement and the Turning
Stone settlement agreement for the 1998 Q2 Period; (ii) non-recurring
revenue of $8.0 million received in connection with the termination of the
Cliff Castle Management Agreement for the 1998 Q2 Period, net of corporate
expenses not allocated to the Properties and expenses of FI; and (iii)
corporate expenses not allocated to the Properties for the 1999 Q2 Period.
(3) EBITDA, or "earnings before interest, taxes on income, depreciation and
amortization", is a supplemental financial measurement used by the Company
in the evaluation of its gaming business and by many gaming industry
analysts. EBITDA is calculated by adding depreciation and amortization
expense to income from operations. At any property, EBITDA is calculated
after the allocation of corporate costs. However, EBITDA should only be
read in conjunction with all of the Company's financial data summarized
above and its financial statements prepared in accordance with GAAP
appearing elsewhere herein, and should not be construed as an alternative
either to income from operations (as determined in accordance with GAAP) as
an indication of the Company's operating performance or to cash flows from
operating activities (as determined in accordance with GAAP) as a measure
of liquidity. This presentation of EBITDA may not be comparable to
similarly titled measures reported by other companies.
Page 21 of 32
<PAGE> 22
(4) Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club and
Harolds Club for both periods presented and (ii) exclusion of non-recurring
revenue of $8.0 million received in connection with the termination of the
Cliff Castle Management Agreement for the 1998 Q2 Period.
OPERATING REVENUES
Total revenues for the Properties were $56.9 million and net operating
revenues were $52.3 million for the 1999 Q2 Period, representing decreases of
8.5% and 9.4%, respectively, over total revenues of $62.2 million and net
operating revenues of $57.7 million for the 1998 Q2 Period. Such decreases were
the result of the $8.0 million non-recurring payment received in connection with
the termination of the Cliff Castle Management Agreement in the 1998 Q2 Period.
Excluding the non-recurring payment of $8.0 million of the $8.2 million received
in the 1998 Q2 Period results in a 5.2% increase in net operating revenues.
The Company's business can be separated into four operating
departments: casino, food and beverage, rooms and other. Casino revenues for the
Properties represented 78.1% and 64.9% of total revenues for the Properties for
the 1999 and 1998 Q2 Periods, respectively. Casino revenues for the Properties
(of which approximately 87.4% and 81.9% were derived from slot machine revenues
for the 1999 and 1998 Q2 Periods, respectively) increased 10.2% to $44.5 million
for the 1999 Q2 Period from the $40.4 million recorded for the 1998 Q2 Period.
Casino revenues increased primarily due to improved results from marketing
strategies, an effective guest development program and continued improvement of
the slot product. Casino revenues increased 8.7% at Fitzgeralds Las Vegas for
the reasons noted above. At Fitzgeralds Tunica, casino revenues increased 19.7%
due to the reasons noted above as well as a result of the opening of the
connector road. Fitzgeralds Reno casino revenues increased 3.3% for the reasons
stated above, as well as due to improved weather conditions over the mountains
to Reno. Fitzgeralds Black Hawk casino revenues were negatively impacted by the
opening of the Lodge and the Isle of Capri in 1998 as revenue growth increased
only 3.6% for the 1999 Q2 Period.
Room revenues for the Properties (at 9.7% and 8.8% of total revenues
for the Properties for the 1999 and 1998 Q2 Periods, respectively) increased
0.3% from the 1998 Q2 Period. Fitzgeralds Reno room revenues decreased 6.4% due
primarily to the off year for a national bowling tournament. The average
occupancy rate decreased to 92.7% in the 1999 Q2 Period from 96.2% in the 1998
Q2 Period while the average daily rate decreased 4.9% for the 1999 Q2 Period.
Room revenues increased 1.5% at Fitzgeralds Las Vegas due to a higher average
occupancy rate which increased to 94.8% for the 1999 Q2 Period from 93.4% for
the 1998 Q2 Period, while the average daily rate decreased 0.4% for the 1999 Q2
Period. At Fitzgeralds Tunica, room revenues increased 4.3% as the average
occupancy rate decreased to 92.6% for the 1999 Q2 Period from 92.9% for the 1998
Q2 Period; however, the average daily rate increased 8.0% for the 1999 Q2
Period.
Food and beverage revenues for the Properties (at 10.8% and 10.0% of
total revenues for the Properties for the 1999 and 1998 Q2 Periods,
respectively) decreased approximately $0.1 million or 1.9% for the 1999 Q2
Period. The Tunica and Reno properties experienced revenue increases of 6.1% and
4.4%, respectively. Food and beverage revenues at Fitzgeralds Las Vegas
Page 22 of 32
<PAGE> 23
and Black Hawk decreased approximately 11.4% and 3.9%, respectively. The
decrease in Las Vegas is due to changes in the utilization of food product as a
marketing strategy to generate traffic volumes. The decrease in Black Hawk is
due to increased gaming competition in the Black Hawk market.
Other revenues for the Properties decreased $9.3 million primarily as a
result of the termination of the Cliff Castle Management Agreement and
completion of the settlement agreement with Turning Stone in 1998.
Promotional allowances for the Properties increased $0.1 million or
2.8% for the 1999 Q2 Period primarily as a result of increased casino volumes.
OPERATING COSTS AND EXPENSES
Total operating costs and expenses for the Properties increased 5.4% to
$48.4 million for the 1999 Q2 Period from $46.0 million for the 1998 Q2 Period
due primarily to increases in marketing and payroll costs.
Casino expenses for the Properties were $22.7 million for the 1999 Q2
Period, a 18.1% increase from the $19.2 million for the 1998 Q2 Period.
Increases in casino expenses were primarily driven by increases in payroll,
gaming revenue taxes, revenue participation slot machine expenses and
promotional expenses incurred by the casino department. Food and beverage
expenses for the Properties decreased 18.3% to $3.6 million for the 1999 Q2
Period from $4.4 million for the 1998 Q2 Period. The decrease in food and
beverage expenses is due to the 1.9% decrease in the food and beverage revenue
and a decrease of 33.9% in food and beverage expenses at Fitzgeralds Las Vegas
for the 1999 Q2 Period. Room expenses for the Properties increased 1.9% to $3.2
million for the 1999 Q2 Period. At the Las Vegas and Reno properties, room
expenses decreased by 1.2% and 2.5%, respectively, while the room expenses at
the Tunica property increased 7.8%. Selling, general and administrative expenses
for the Properties decreased 1.8% to $14.9 million for the 1999 Q2 Period from
$15.1 million for the 1998 Q2 Period. Selling, general and administrative
expenses for the 1999 Q2 Period includes $0.4 million of professional fees
incurred in conjunction with the development of the Company's restructuring
plan.
Personnel expenses for the Properties increased 3.3% to approximately
$20.1 million for the 1999 Q2 Period from approximately $19.5 million for the
1998 Q2 Period. The increase is due to continued competitive pressures in the
Tunica and the Black Hawk markets as personnel expenses at Fitzgeralds Tunica
and Fitzgeralds Black Hawk increased 7.5% and 8.1%, respectively, from the 1998
Q2 Period, while Fitzgeralds Las Vegas decreased 0.7% and Fitzgeralds Reno
increased 0.7%.
Marketing expenses for the Properties, which include advertising,
promotional material, special events and the operations of the Fitzgeralds
player tracking card, increased 5.2% for the 1999 Q2 Period. More intensive
marketing efforts were undertaken in response to increasing
Page 23 of 32
<PAGE> 24
competitive pressures. At Fitzgeralds Black Hawk and Fitzgeralds Las Vegas
marketing expenses increased 54.9% and 17.3%, respectively, for the 1999 Q2
Period.
Depreciation and amortization expenses of the Properties increased 0.2%
to $3.5 million for the 1999 Q2 Period.
INCOME FROM OPERATIONS
Income from operations for the Properties decreased 66.8% to $3.9
million for the 1999 Q2 Period from $11.7 million for the 1998 Q2 Period. The
decrease is due primarily to the termination of the Cliff Castle Management
Agreement in June of 1998 and the completion of the settlement agreement with
Turning Stone in September of 1998.
NET INTEREST EXPENSE
Interest expense for the Properties (net of interest income) increased
6.2% to $6.9 million for the 1999 Q2 Period. As of July 4, 1999, the Company had
accrued for, but as of the date hereof has not made, the regularly scheduled
interest payment of $12.5 million on the Senior Secured Notes which was due and
payable on June 15, 1999. Failure to make the scheduled payment on June 15,
1999, resulted in an increase in the interest rate of 1% to 13 1/4 % effective
June 16, 1999.
NET LOSS
Net loss for the Properties increased $6.7 million from net income of
$3.7 million in the 1998 Q2 Period to a net loss of $3.0 million for the 1999 Q2
Period. The decrease is due to the termination of the Cliff Castle Management
Agreement and the completion of the settlement agreement with Turning Stone.
LIQUIDITY AND CAPITAL RESOURCES
At July 4, 1999, the Company had unrestricted cash of $22.5 million,
compared to $13.0 million at December 31, 1998 and $18.8 million at June 28,
1998. The Company's sources of liquidity and cash flows during the Cumulative
1999 Period were operations of $12.4 million and proceeds from sale of assets of
$2.4 million. Uses of liquidity during the Cumulative 1999 Period included
acquisition of property and equipment of $2.1 million and repayment of long-term
debt of $3.5 million.
Net cash provided by investing activities was $0.8 million for the
Cumulative 1999 Period as compared to net cash used of $2.6 million for the
Cumulative 1998 Period. Net cash used in financing activities was $3.7 million
and $4.6 million for the Cumulative 1999 and 1998 Periods, respectively.
The Company's principal sources of capital will consist of cash from
operations, the Credit Facility, and vendor and third party financing of gaming
and other equipment. In October
Page 24 of 32
<PAGE> 25
1998, the Company established the $15.0 million Credit Facility with a lending
institution, of which up to $5.0 million was permitted to be used for capital
projects at Fitzgeralds Black Hawk and up to $10.0 million of which was
permitted to be used for general corporate purposes. The Credit Facility is
secured by a lien on substantially all of the Company's assets, which lien is
senior to the lien securing the Senior Secured Notes. The Company believes that
it has adequate sources of liquidity to meet its normal operating requirements.
However, its relatively high degree of leverage has prevented it from making the
level of capital expenditures required to maintain and enhance the competitive
position of its properties. Management and the Board of Directors do not see any
way to resolve this problem without restructuring the Company's indebtedness.
Therefore, on May 13, 1999, the Company's Board of Directors 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 Secured Notes and, as of July 15, 1999, the Company had not (and as of
the date hereof has not) made the regularly scheduled interest payment of $12.5
million on the Senior Secured Notes which was due and payable on June 15, 1999.
Accordingly, an Event of Default under the Indenture pursuant to which the
Senior Secured Notes were issued occurred on July 15, 1999 and is continuing. No
action has been taken by either the Indenture Trustee or holders of at least 25%
of the Senior Secured Notes to accelerate the Senior Secured Notes and declare
the unpaid principal and interest to be due and payable. In the event the Senior
Secured Notes are accelerated, the Company would not have the resources
available to repay such indebtedness.
A default on the Senior Secured Notes constitutes a default under the
Credit Facility and, although the Company believes the lending institution under
the Credit Facility will continue to have adequate security for the Company's
obligations thereunder, there can be no assurance that the lending institution
will continue to make additional advances, that it would not accelerate payment
of amounts outstanding under the Credit Facility or that it would refrain from
exercising any other remedies available to it. As of July 4, 1999, the Company
had borrowed $3.0 million under the Credit Facility. On July 21, 1999, the
Company repaid substantially all amounts borrowed under the Credit Facility.
By terminating the interest payments on the Senior 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 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.
EBITDA AND ADJUSTED EBITDA
The Company's earnings before interest, income taxes, depreciation and
amortization ("EBITDA") was $15.3 million for the Cumulative 1999 Period and
$23.3 million for the Cumulative 1998 Period. EBITDA is calculated by adding
depreciation and amortization
Page 25 of 32
<PAGE> 26
expenses to income from operations. The Company's Adjusted EBITDA was $15.3
million for the Cumulative 1999 Period and $15.4 million for the Cumulative 1998
Period (which $15.4 million does not include $8.0 million of the $8.2 million
received in connection with the termination of the Cliff Castle Management
Agreement). Adjusted EBITDA is determined based on the adjustments described in
Note 4 to "Statement of Operations Data." EBITDA and Adjusted EBITDA should only
be read in conjunction with all of the Company's financial data summarized above
and its financial statements prepared in accordance with GAAP appearing
elsewhere herein, and should not be construed as an alternative either to income
from operations (as determined in accordance with GAAP) as an indication of the
Company's operating performance or to cash flows from operating activities (as
determined in accordance with GAAP) as a measure of liquidity. This presentation
of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures
reported by other companies.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges measures the extent by which
earnings, as defined, exceed certain fixed charges. Earnings are defined as
earnings before income taxes, interest on indebtedness, imputed interest on
capital lease obligations and the portion of rent expense deemed to represent
interest. Fixed charges consist of interest on indebtedness, imputed interest on
capital lease obligations and the portion of rent expense deemed to represent
interest. Earnings were insufficient to cover fixed charges by $6.0 million for
the Cumulative 1999 Period; however, the Fixed Charge Coverage Ratio was 1.10
for the Cumulative 1998 Period.
BUSINESS SEASONALITY AND SEVERE WEATHER
The gaming operations of the Company in certain locations may be
seasonal and, depending on the location and other circumstances, the effects of
such seasonality could be significant. At Fitzgeralds Las Vegas, business levels
are generally weaker from Thanksgiving through the middle of January (except
during the week between Christmas and New Year's) and throughout the summer, and
generally stronger from mid-January through Easter and from mid-September
through Thanksgiving. At each of the three other Fitzgeralds-brand properties,
business levels are typically weaker from Thanksgiving through the end of the
winter and typically stronger from mid-June to mid-November.
The Company's results are also affected by inclement weather in
relevant markets. The Fitzgeralds Black Hawk site, located in the Rocky
Mountains of Colorado, and the Fitzgeralds Reno site, located in the foothills
of the Sierra Nevada mountains in Nevada, are subject to snow and icy road
conditions during the winter months. Any such severe weather conditions may
discourage potential customers from visiting the Company's facilities.
COMPUTERIZED OPERATIONS AND THE YEAR 2000
During recent years, there has been significant global awareness raised
regarding the potential disruption to business operations worldwide resulting
from the inability of current technology to process properly the change from the
year 1999 to 2000. The Year 2000 issue is
Page 26 of 32
<PAGE> 27
the result of computer programs being written using three digits rather than
four to define the applicable year. Any of the Company's computer programs that
have time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
In 1997, the Company initiated an investigation to identify and ensure
that all significant applications will be Year 2000 compliant. The Company is
conducting its investigation and is in the process of obtaining assurances from
its vendors that timely updates will be made available to ensure Year 2000
compliance. However, there can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely converted, or that
a failure to convert by another company, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company.
The Company will utilize both internal and external resources to test,
program and/or replace applications to ensure that they are Year 2000 compliant.
Completion of this project is anticipated by October 31, 1999. The costs
associated with the Year 2000 project are expected to be approximately $0.9
million; however, the Company has not finalized its investigation. The Company
has incurred approximately 74% of such costs through the Cumulative 1999 Period
and anticipates that the remaining portion of the estimated cost will be
incurred through October 31, 1999. Approximately $0.7 million of the cost is
expected to be capitalized with the remaining amount expensed as incurred. Such
costs are expected to be funded through operating cash flows as well as vendor
and third party financing. Costs of hardware and software required to be
purchased as a result of the Year 2000 issue will be capitalized in accordance
with normal policy. Personnel and all other costs related to the project will be
expensed as incurred. The conversion of most purchased applications will be
completed under the terms of maintenance agreements which provide for the
conversion of such applications at no additional cost. All equipment and other
operating systems are currently being evaluated to determine if Year 2000 issues
have an effect on their ability to perform their respective functions. The
Company has not established a comprehensive contingency plan at this time,
although its primary alternative is to operate manual systems. The Company
depends upon external parties, including customers, suppliers, business
partners, gas and electric system operators, government agencies and financial
institutions to reliably deliver their products and services. The Company
believes that its most reasonable likely worst case scenario is dependent on the
extent to which any of these parties experience Year 2000 problems in their
systems. Should any of these critical vendors fail, the impact of any such
failure could become a significant challenge to the Company's ability to meet
the demands of its customers. As the Company pursues its implementation of its
Year 2000 compliance plan, it will continue to evaluate the need for contingency
plans for those areas which might be at risk for being Year 2000 compliant.
Based on its investigation to date, the Company does not believe that
it will experience any significant adverse effects or material unbudgeted costs
associated with the Year 2000 project; however, the Company cannot provide any
assurance in this regard and any such cause or effect could materially and
adversely affect the Company.
Page 27 of 32
<PAGE> 28
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The fair market value of the Company's fixed debt obligations, which
include the Senior Secured Notes as well as other obligations, have decreased to
approximately $115.8 million at July 4, 1999, compared to $119.6 million at
December 31, 1998. It is uncertain at this time the impact the May 13, 1999
Board of Directors decision will have on the fair market value of the portion of
the fixed debt which includes the Senior Secured Notes. See Part I, Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources.
Page 28 of 32
<PAGE> 29
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
HAROLDS CLUB
On June 18, 1999, Harrah's Entertainment, Inc. closed on the purchase
of Harolds Club and the Nevada Club. Concurrent with the closing and pursuant to
the terms of certain settlement and lease termination agreements, each of the
lawsuits filed against Fitzgeralds Reno arising out of its contingent
obligations for certain Harolds Club land lease obligations were dismissed with
prejudice and, with respect to the lawsuits wherein judgment had been recorded,
satisfactions of judgment have been entered.
RENO TRANSPORTATION RAIL ACCESS CORRIDOR (RETRAC) PROJECT
In October 1998, the Reno City Council approved a special assessment
district to finance a portion of the costs to lower the railroad tracks that run
through downtown Reno, Nevada (the "ReTRAC Project"). Preliminary plans for the
ReTRAC Project provide for the construction of a temporary rail bypass that will
be used to divert rail traffic around the main railroad during construction. The
City estimates that a period of approximately two and one half years will be
required to complete the ReTRAC Project. The southern boundary of the bypass
will extend out into the middle of Commercial Row, the street adjacent to the
Fitzgeralds Reno hotel entrance, valet parking area and hotel loading zone.
On November 30, 1998, the Company filed a lawsuit against the City of
Reno to challenge the method by which the special assessment to be levied
against the Company was determined. Based on preliminary plans prepared by the
City of Reno, Fitzgeralds Reno would expect to lose several parking spaces, the
current valet parking area, an outdoor billboard structure advertising available
rooms and a building used to house administrative offices, and be required to
relocate the hotel entrance currently on Commercial Row. The City of Reno has
also subsequently indicated that the ReTRAC Project might require the demolition
of the Fitzgeralds Reno Rainbow Skyway. Implementation of the ReTRAC Project as
currently proposed would cause the Company to suffer significant and permanent
loss in business revenue and income; certain operating efficiencies from
demolished or impaired physical structures; and a portion of its existing
customer base as a result of the construction and operation of the proposed rail
bypass. The City of Reno filed an answer to the Company's lawsuit on January 19,
1999. On or about June 1, 1999, George Karadanis and Robert Maloff d/b/a
Sundowner Hotel and Casino (the "Sundowner") filed a Motion for Leave to
Intervene as plantiffs in the Company's lawsuit against the City of Reno. The
Sundowner is situated in the same special assessment district at issue in the
lawsuit. Notwithstanding the Company's opposition to the Motion for Leave to
Intervene, on July 21, 1999, the court entered an Order granting said motion.
The Sundowner filed its Complaint in Intervention on July 27, 1999. The case is
expected to proceed in the nature of a judicial review of the Reno City
Council's administrative record relating to the creation of the
Page 29 of 32
<PAGE> 30
ReTRAC Project special assessment district. It is anticipated that a decision on
the merits of the Company's claims will be decided subsequent to the filing of
opening and reply briefs; however, oral arguments may be requested, in which
case a hearing will be held. A hearing date has not yet been set.
The Company has received no assurance as to whether or when the City of
Reno will negotiate mitigation measures and whether such measures could or would
fully compensate the Company for the fair market value of its property and
anticipated operating losses.
The Company is a party to various lawsuits relating to routine matters
incidental to its business. The Company does not believe that the outcome of
such litigation, individually or in the aggregate, will have any material
adverse effect on its financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
(a) As previously reported in its Report on Form 8-K filed July 22,
1999, the Company is in default on its $205.0 million Senior Secured Notes. That
default resulted in a cross default under the Company's $15.0 million Credit
Facility. See also Note 4 of Notes to Condensed Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained elsewhere in this Report on Form 10-Q. As of the
date of this Form 10-Q, the total arrearage on the Senior Secured Notes was
$12.5 million.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In February 1999, the Company entered into negotiations for an
agreement with unaffiliated third parties pursuant to which Fitzgeralds Las
Vegas, Inc. would have leased a portion of its property for the construction of
a chilled water facility. In connection with the proposed lease, the Company
solicited the consent of the holders of the Senior Secured Notes authorizing the
Trustee for the Senior Secured Notes to enter into a non-disturbance agreement
for the proposed project. Although holders of a majority in interest of the
Secured Senior Notes consented to the proposed action, one of the primary third
parties elected not to proceed with the project. Subsequently, the Company was
approached by one of the former third parties, who together with certain other
unaffiliated third parties, proposed to proceed with a similar chilled water
facility. On July 2, 1999, a second, substantially similar consent solicitation
was sent to the holders of the Senior Secured Notes and holders of a majority in
interest of the Senior Secured Notes have consented to the request.
ITEM 5. OTHER INFORMATION.
On July 22, 1999, the Company filed a Report on Form 8-K, Item 5,
concerning a default on its Senior Secured Notes. The Form 8-K included
information regarding the Company's initial
Page 30 of 32
<PAGE> 31
proposal to the holders of its Senior Secured Notes, a summary of the Company's
proposal for substantial additional capital expenditures at its Black Hawk and
Tunica properties, summary EBITDA (excluding restructuring costs, which may be
substantial) projections for both a base case and the Company's proposed capital
expenditure case, and a discussion of certain risks and uncertainties attendant
thereto. In addition to the normal business and other risks associated with any
forward-looking information and substantial capital expenditure program, there
are substantial additional risks in this situation due to the virtual certainty
of the necessity for a proceeding under the federal bankruptcy law and for
regulatory proceedings under the gaming laws of Nevada, Mississippi and
Colorado. Bankruptcy court approval may well require the consent of claimants
and other constituencies in addition to the holders of the Senior Secured Notes
and obtaining such consents may be difficult, if not impossible, and
time-consuming. The requirements for approval by the various gaming regulatory
authorities may also be time-consuming and licensure or other gaming regulatory
approval of individual security holders may be required depending on the nature
of any plan that is ultimately approved. In assessing possible outcome of the
Company's proposed restructuring, these and all of the other factors more fully
elaborated in the Form 8-K should be given careful consideration.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.1: Employment Agreement dated June 28, 1999, between Fitzgeralds
Gaming Corporation and Philip D. Griffith.
27(c): Financial Data Schedule
(b) Reports on Form 8-K
Report on Form 8-K, Item 5, filed on May 6, 1999 Report on Form 8-K,
Item 5, filed on May 14, 1999 Report on Form 8-K, Item 5, filed on June
25, 1999 Report on Form 8-K, Item 5, filed on July 22, 1999
Page 31 of 32
<PAGE> 32
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: August 17, 1999
FITZGERALDS GAMING CORPORATION
/s/ Michael E. McPherson
-----------------------------------
Michael E. McPherson
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer, Principal
Financial Officer and Principal
Accounting Officer)
Page 32 of 32
<PAGE> 1
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of June
28, 1999 between Fitzgeralds Gaming Corporation, a Nevada corporation (the
"Company") and Philip D. Griffith, an individual ("Executive").
PRELIMINARY STATEMENTS
The Company is in the business of owning and operating casino hotel
resorts (the "Company Business"). Executive is currently employed by the Company
as the Chairman of the Board, Chief Executive Officer and President of the
Company.
The Company desires to retain the services of Executive, and Executive
desires to be so retained, on the terms and conditions herein contained.
AGREEMENT
In consideration of the various covenants and agreements hereinafter
set forth, the parties hereto agree as follows:
1. Term of Employment. The Company hereby employs Executive and
Executive accepts such employment commencing on the date of this Agreement (the
"Commencement Date") and terminating on the fourth anniversary of the
Commencement Date, unless sooner terminated as hereinafter provided; provided,
however, that the term of this Agreement may be extended for successive one (1)
year terms upon the mutual agreement of the parties hereto.
2. Services to be Rendered.
2.1. Duties. Executive shall be employed to serve in the
capacity of Chairman of the Board, Chief Executive Officer and President of the
Company, with the duties and powers customarily associated with such position.
Executive shall also perform such other duties pertaining to the Company
Business as the Board of Directors of the Company (the "Board") may from time to
time direct and in the manner which the Board may from time to time direct,
provided such duties are consistent with the role of a Chairman of the Board,
Chief Executive Officer and President of an entity of similar size and nature.
Executive hereby consents to serve as an officer and/or director of the Company
or any subsidiary or any company, partnership or entity which, directly or
indirectly, controls, is controlled by or is under common control with the
Company (an "affiliate") without any additional salary or compensation except as
expressly set forth in this Agreement, if so requested by the Board, provided
that any such appointment will not materially increase the scope of Executive's
duties in effect as of the date of this Agreement.
2.2. Exclusive Services. Executive shall at all times
faithfully, industriously and to the best of his ability, experience and talents
perform to the satisfaction of the Board all of the duties that may be assigned
to him hereunder and shall devote such time to the performance of these duties
as may be necessary therefor. Executive shall be available to perform the duties
assigned to him pursuant to this Agreement; provided, however, that Executive
may devote time
1
<PAGE> 2
to charitable or civic activities or his personal investments, to the extent
that the same do not materially interfere with his time and attention to the
affairs of the Company.
3. Compensation and Benefits. The Company shall pay the
compensation and benefits expressly set forth in this Agreement to Executive
during the term of this Agreement and Executive shall accept such compensation
and benefits as payment in full for all services rendered by Executive to or for
the benefit of the Company.
3.1. Base Salary. Beginning on April 1, 1999, Executive shall
be entitled to a base salary (the "Base Salary") of Five Hundred Twenty Thousand
Dollars ($520,000) per annum; provided, however, that between April 1, 1999 and
the Commencement Date, the Company shall only be obligated to pay Executive the
difference between the Base Salary and the base salary paid to Executive by the
Company under any prior employment arrangement. The Base Salary shall increase
by a minimum of five percent (5%) on the first day of July of each year during
the term of this Agreement. The exact increase in the Base Salary shall be set
by the Board or by a compensation committee, if any, appointed by the Board. The
Base Salary shall accrue in equal monthly installments in arrears and shall be
payable in accordance with the payroll practices of the Company in effect from
time to time.
3.2. Discretionary Bonus. In addition to the Base Salary,
Executive shall be entitled to such bonus compensation as Executive may be
awarded, from time to time, by the Board or by a compensation committee, if any,
appointed by the Board.
3.3. Split Dollar Life Insurance. The Company has obtained, or
will obtain, and shall pay all premiums payable with respect to one (1) or more
split dollar life insurance policies aggregating Ten Million Dollars
($10,000,000) payable over a period of ten (10) years commencing on June 12,
1996, for the benefit of Executive (collectively, the "Split Dollar Policy"). In
the event that Executive's employment is terminated for reasons other than those
set forth in Sections 7.1, 7.2 or 7.3 of this Agreement, the Company shall, at
Executive's option, (i) continue to be obligated to maintain the Split Dollar
Policy until June 12, 2006 or (ii) pay Executive the present value of the then
remaining payments due under the Split Dollar Policy giving effect to the past
obligation for an additional one (1) year of premium payments of the Split
Dollar Policy since the Split Dollar Policy was to commence in June of 1995.
3.4. Term and Group Life Insurance. The Company shall pay all
premiums due and payable with respect to a One Million Dollar ($1,000,000) term
life insurance policy and a One Hundred Thousand Dollar ($100,000) group life
insurance policy, in each case for the benefit of Executive or his designees.
3.5. Tax Return Preparation. The Company shall pay Executive
on or before December 31 of each year during the term of this Agreement, the sum
of Five Thousand Dollars ($5,000) per year for tax return preparation for each
year in which Executive's personal tax return is affected by the open years
during which the Company and certain of its affiliates were so-called "Subchaper
S" corporations or limited partnerships. The Company acknowledges and reaffirms
its obligation to indemnify, defend and hold Executive harmless from any and all
taxes, costs, expenses (including reasonable attorney's fees), obligations,
actions, causes of action, suits or other liabilities in relation to the
structure of the Company at formation in 1991.
2
<PAGE> 3
3.6. Expenses. The Company shall reimburse Executive for
reasonable out-of-pocket expenses incurred in connection with the Company
Business and the performance of his duties pursuant to this Agreement, subject
to such policies as the Board may from time to time establish.
3.7. Vacation. Executive shall be entitled to paid vacation to
be taken at a time or times which will not materially interfere with his duties
as set forth in this Agreement.
3.8. Automobile. The Company shall furnish Executive with an
automobile allowance in an amount of One Thousand Five Hundred Dollars ($1,500)
per month.
3.9. Benefits. Executive shall be entitled to participate in
the Company's hospitalization, executive medical, group health and disability
benefit plans and all pension plans, profit-sharing plans, savings plans,
deferred compensation plans, stock option plans, health and accident plans and
other benefits and plans as the Company provides to its senior executives to the
extent such plans are established by the Company and to the extent that
Executive is eligible to participate in such plans
3.10. Withholding and Other Deductions. All compensation
payable to Executive hereunder shall be subject to such deductions as the
Company is from time to time required to make pursuant to law, governmental
regulation or order.
3.11. Retention and Severance Program. Notwithstanding
anything contained in this Agreement to the contrary, Executive shall be
entitled to all benefits contained in the Company's Retention and Severance
Program at such time as such Retention and Severance Program is adopted by the
Board. In the event of any inconsistency between this Agreement and the
Retention and Severance Program, the document containing the terms and
conditions which are more favorable to Executive with respect to the issue in
question, in Executive's sole discretion, shall supersede and control.
4. Representations and Warranties of Executive. Executive
represents and warrants to the Company that (i) Executive is under no
contractual or other restriction or obligation which is inconsistent with the
execution of this Agreement, the performance of his duties hereunder, or the
other rights of the Company hereunder and (ii) Executive is under no physical or
mental disability that would hinder the performance of his duties under this
Agreement.
5. Certain Covenants.
5.1. Noncompetition. From and after the Commencement Date and
until the expiration or earlier termination of this Agreement (such period, the
"Restricted Period"), Executive shall not have any ownership interest (of record
or beneficial) in, or have any interest as an employee, salesman, consultant,
officer or director in, or otherwise aid or assist in any manner, any firm,
corporation, partnership, proprietorship or other business that engages in a
business in direct competition with the Company, in any county, city or part
thereof in which the Company or any affiliate of the Company owns, operates, or
manages a facility or establishment engaged in the Company Business at any time
during the term of this Agreement; provided, however, that Executive may own,
directly or indirectly, solely as an investment, securities of any entity which
are traded on any national securities exchange if Executive (i) is not a
3
<PAGE> 4
controlling person of, or a member of a group which controls, such entity; or
(ii) does not, directly or indirectly, own one percent (1%) or more of any class
of securities of any such entity. The determination as to whether Executive has
violated this Section 5.1 shall be made in good faith by the Board.
5.2. Trade Secrets. During the term of this Agreement and
thereafter, Executive shall hold in a fiduciary capacity for the benefit of the
Company or its affiliates, and their respective businesses, all secret or
confidential information of the Company which shall not be public knowledge
(other than information which becomes public as a result of acts of Executive or
his representatives in violation of this Agreement).
5.3. Rights and Remedies Upon Breach. If Executive breaches or
threatens to commit a breach of any of the provisions of this Section 5 (the
"Restrictive Covenants"), the Company shall have the right and remedy to have
the Restrictive Covenants specifically enforced by any court having equity
jurisdiction, all without the need to post a bond or any other security or to
prove any amount of actual damage or that money damages would not provide an
adequate remedy, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Company and that money
damages will not provide adequate remedy to the Company.
5.4. Severability of Covenants/Blue Penciling. If any court
determines that any of the Restrictive Covenants, or any part thereof; is
invalid or unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect, without regard to the
invalid portions. If any court determines that any of the Restrictive Covenants,
or any part thereof; are unenforceable because of the duration of such provision
or the area covered thereby, such court shall have the power to reduce the
duration or area of such provision and, in its reduced form, such provision
shall then be enforceable and shall be enforced. Executive hereby waives any and
all right to attack the validity of the Restrictive Covenants on the grounds of
the breadth of their geographic scope or the length of their term.
5.5. Enforceability in Jurisdictions. The Company and
Executive intend to and do hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
such covenants. If the courts of any one or more of such jurisdictions hold the
Restrictive Covenants wholly unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of the Company and Executive that such
determination not bar or in any way affect the right of the Company to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such covenants, as to breaches of such covenants in such
other respective jurisdictions, such covenants as they relate to each
jurisdiction being, for this purpose, severable into diverse and independent
covenants.
6. Proprietary Rights.
6.1. Disclosure of Executive's Knowledge. Executive shall make
available to the Company at no cost to the Company all knowledge possessed by
him relating to any methods, developments, inventions and/or improvements,
whether patented, patentable or unpatentable, which concern in any way the
Company Business, whether acquired by Executive before or during the term of
employment, provided that nothing herein shall be construed as requiring any
disclosure where any such method, development, invention and/or improvement is
lawfully protected from disclosure as a trade secret of any third party or by
any other lawful bar
4
<PAGE> 5
to such disclosure.
6.2. Ownership of Patent Rights, Copyrights, and Trade
Secrets. To the fullest extent permitted by Nevada law, Executive shall assign,
and does hereby assign, to the Company all of Executive's right, title and
interest in and to all inventions, improvements, developments, trade secrets,
discoveries, computer software, tradenames and trademarks conceived, improved,
developed, discovered or written by Executive, alone or in collaboration with
others, during the term of this Agreement which relate in any manner to the
Company Business, whether or not the same shall be conceived, improved,
developed, discovered or written during customary working hours on the Company's
premises. During the term of this Agreement, Executive shall promptly and fully
disclose to the Company all matters within the scope of this Section 6.2, and
shall, upon request of the Company, execute, acknowledge, deliver and file any
and all documents necessary or useful to vest in the Company all of Executive's
right, title and interest in and to all such matters. All expenses incurred in
connection with the execution, acknowledgment, delivery and filing of any papers
or documents within the scope of this Section 6.2 shall be borne by the Company.
All matters within the scope of this Section 6.2 shall constitute trade secrets
of the Company subject to the provisions of Section 5.2 of this Agreement, until
such matters cease to be trade secrets by operation of law.
7. Termination.
7.1. Death or Total Disability of Executive. If Executive dies
or becomes totally disabled during the term of this Agreement, Executive's
employment hereunder shall automatically terminate; provided, however, that in
the event of Executive's death or total disability, Executive shall be entitled
to receive the Base Salary which would have otherwise been paid to him, but for
the death or total disability for a period of the lesser of (i) one (1) year or
(ii) the remainder of the term of this Agreement. For these purposes, Executive
shall be deemed totally disabled if Executive has, in fact, not fully discharged
Executive's duties hereunder for a period of one hundred eighty (180) days due
to a physical or mental incapacitation.
7.2. Termination for Good Cause. Executive's employment
hereunder may be terminated by the Company for "good cause." The term "good
cause" is defined as any one or more of the following occurrences:
(a) Executive's conviction by, or entry of a
plea of guilty or nolo contendere in, a court of competent and final
jurisdiction for any crime involving moral turpitude or would constitute a
felony in the jurisdiction involved;
(b) Executive's conviction of the commission of
an act of fraud, whether prior to or subsequent to the date hereof upon the
Company;
(c) Executive's continuing repeated willful
failure or refusal to perform Executive's duties as required by this Agreement;
(d) the failure of Executive to obtain and
maintain any requisite license, permit or approval based on suitability from any
state, county, or other governmental authority having jurisdiction over the
gaming operations of the Company (the "Gaming
5
<PAGE> 6
Authorities") which would preclude Executive from carrying out his duties as set
forth in this Agreement;
(e) Executive's breach of any other provision of
this Agreement, provided that termination of Executive's employment pursuant to
Section 7.2(c) or this Section 7.2(f) shall not constitute valid termination for
good cause unless Executive shall have first received written notice from the
Board stating with specificity the nature of such breach and affording Executive
fifteen (15) days to correct the breach alleged; provided, however, that if such
breach cannot be cured within such fifteen (15) day period, Executive shall be
afforded a reasonable time period thereafter to cure such breach provided that
Executive commences the cure of such breach within the fifteen (15) day period
and diligently proceeds to cure such breach to completion.
7.3. Resignation of Executive. The Company shall have the
right to terminate this Agreement and Executive's employment hereunder due to
the voluntary resignation of Executive, provided that Executive shall deliver no
less than sixty (60) days prior written notice of such resignation to the Board,
which notice may be waived by the Board.
7.4. Severance Compensation. Upon the occurrence of any of the
events referred to in Sections 7.2 or 7.3 above, Executive (or Executive's heirs
or representatives) shall be entitled to receive only such portion (if any) of
the Base Salary as may theretofore have accrued but be unpaid on the date on
which the termination shall take effect.
7.5. Return of the Company's Property. If this Agreement is
terminated, the Company shall have the right, at its option, to require
Executive to vacate his offices prior to the effective date of termination and
to cease all activities on the Company's behalf. Upon the termination of his
employment in any manner, Executive shall immediately surrender to the Company
all lists, books and records of, or in connection with, the Company Business,
and all other property belonging to the Company, it being distinctly understood
that all such lists, books and records, and other documents, are the property of
the Company.
8. Arbitration. Any claim or controversy arising out of or
relating to this Agreement shall be settled by arbitration in Las Vegas, Nevada,
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction. There shall be three (3) arbitrators,
one to be chosen directly by each party at will, and the third arbitrator to be
selected by the two (2) arbitrators so chosen. Each party shall pay the fees of
the arbitrator it selects and of its own attorneys, the expenses of its
witnesses and all other expenses connected with presenting its case. Other costs
of the arbitration, including the cost of any record or transcripts of the
arbitration, administrative fees, the fee of the third arbitrator, and all other
fees and costs, shall be borne equally by the parties.
9. General Relationship. Executive shall be considered an
employee of the Company within the meaning of all federal, state and local laws
and regulations including, but not limited to, laws and regulations governing
unemployment insurance, workers' compensation, industrial accident, labor and
taxes.
6
<PAGE> 7
10. Miscellaneous.
10.1. Modification, Prior Claims. This Agreement sets forth
the entire understanding of the parties with respect to the subject matter
hereof, supersedes all existing agreements including, without limitation, prior
employment agreements, between them concerning such subject matter, and may be
modified only by a written instrument duly executed by each party.
10.2. Assignment. The rights of the Company under this
Agreement may, without the consent of Executive, be assigned by the Company, in
its sole and unfettered discretion, (i) to any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or
otherwise, directly or indirectly, acquires all or substantially all of the
assets or business of the Company, and (ii) to any subsidiary or affiliate of
the Company.
10.3. Survival. The covenants, agreements, representations and
warranties contained in or made pursuant to this Agreement shall survive
Executive's termination of employment with the Company and/or its affiliates.
10.4. Third Party Beneficiaries. This Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.
10.5. Waiver. The failure of either party hereto at any time
to enforce performance by the other party of any provision of this Agreement
shall in no way affect such party's rights thereafter to enforce the same, nor
shall the waiver by either party of any breach of any provision hereof be deemed
to be a waiver by such party of any other breach of the same or any other
provision hereof.
10.6. Hiring At Will. Any continuance of Executive's
employment by the Company after the term of this Agreement shall be deemed a
hiring at will (unless such continuance is the subject of a new written
agreement) and shall be subject to termination with or without cause by either
party upon delivery of notice thereof.
10.7. Section Headings. The headings of the several Sections
in this Agreement are inserted solely for the convenience of the parties and are
not a part of and are not intended to govern, limit or aid in the construction
of any term or provision hereof.
10.8. Notices. All notices, requests and other communications
hereunder shall be in writing and shall be delivered by courier or other means
of personal service (including by means of a nationally recognized courier
service or professional messenger service), or sent by telex or telecopy or
mailed first class, postage prepaid. by certified mail, return receipt
requested, in all cases, addressed to:
Company: Fitzgeralds Gaming Corporation
301 Fremont Street
Las Vegas, Nevada 89101
Attn: Chairman, Compensation Committee
of Board of Directors
7
<PAGE> 8
With a copy to: Fitzgeralds Gaming Corporation
301 Fremont Street
Las Vegas, Nevada 89101
Attn: General Counsel
And to: Gerald M. Gordon, Esq.
Gordon & Silver, Ltd.
Ninth Floor
3960 Howard Hughes Parkway
Las Vegas, Nevada 89109
Executive: Mr. Philip D. Griffith
c/o Fitzgeralds Gaming Corporation
301 Fremont Street
Las Vegas, NV 89101
With a copy to: Ira S. Levine, Esq.
Berkley, Gordon, Levine, Goldstein
& Garfinkel, LLP
2700 West Sahara Avenue
Fifth Floor
Las Vegas, Nevada 89102
All notices, requests and other communications shall be deemed given on the date
of actual receipt or delivery as evidenced by written receipt, acknowledgment or
other evidence of actual receipt or delivery to the address. In case of service
by telecopy, a copy of such notice shall be personally delivered or sent by
registered or certified mail, in the manner set forth above, within three (3)
business days thereafter. Any party hereto may from time to time by notice in
writing served as set forth above designate a different address or a different
or additional person to which all such notices or communications thereafter are
to be given.
10.9. Severability. All Sections, clauses and covenants
contained in this Agreement are severable, and in the event any of them shall be
held to be invalid by any court, this Agreement shall be interpreted as if such
invalid Sections, clauses or covenants were not contained herein.
10.10. Governing Law and Venue. This Agreement is to be
governed by and construed in accordance with the laws of the State of Nevada
applicable to contracts made and to be performed wholly within such State, and
without regard to the conflicts of laws principles thereof. Subject to Section 8
of this Agreement, any suit brought hereon shall be brought in the state or
federal courts sitting in Clark County, Nevada, the parties hereto hereby
waiving any claim or defense that such forum is not convenient or proper. Each
party hereby agrees that any such court shall have in personam jurisdiction over
it and consents to service of process in any manner authorized by Nevada law.
10.11. Non-transferability of Interest. None of the rights of
Executive to receive any form of compensation payable pursuant to this Agreement
shall be assignable or transferable except through a testamentary disposition or
by the laws of descent and distribution upon the death of Executive. Any
attempted assignment, transfer, conveyance, or other disposition (other than as
aforesaid) of any interest in the rights of Executive to receive any form of
compensation
8
<PAGE> 9
to be made by the Company pursuant to this Agreement shall be void.
10.12. Attorneys' Fees. Subject to the provisions of Section 8
of this Agreement with respect to arbitration, if any legal action, arbitration
or other proceeding is brought for the enforcement of this Agreement, or because
of any alleged dispute, breach, default or misrepresentation in connection with
this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs it incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
10.13. Gender. Where the context so requires, the use of the
masculine gender shall include the feminine and/or neuter genders and the
singular shall include the plural, and vice versa, and the word "person" shall
include any corporation, firm, partnership or other form of association.
10.14. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
10.15. Construction. The language in all parts of this
Agreement shall in all cases be construed simply, according to its fair meaning,
and not strictly for or against any of the parties hereto. Without limitation,
there shall be no presumption against any party on the ground that such party
was responsible for drafting this Agreement or any part thereof.
10.16. Approval of the Gaming Authorities. Notwithstanding
anything contained in this Agreement, this Agreement and the terms and
conditions contained herein shall be contingent upon receipt of all requisite
approvals, if any, of the applicable Gaming Authorities.
10.17. Board Action. Any Board action referenced in this
Agreement shall be performed only with the affirmative vote of a majority of the
disinterested members of the Board.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date hereinabove set forth.
COMPANY: EMPLOYEE:
Fitzgeralds Gaming Corporation,
a Nevada corporation
By: /s/ Patricia W. Becker By: /s/ Philip D. Griffith
----------------------------- -----------------------------
Patricia W. Becker Philip D. Griffith
Director Chairman, President & CEO
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUL-04-1999
<CASH> 22,548,920
<SECURITIES> 0
<RECEIVABLES> 1,676,140
<ALLOWANCES> 469,435
<INVENTORY> 1,237,449
<CURRENT-ASSETS> 29,262,111
<PP&E> 228,279,919
<DEPRECIATION> 72,949,455
<TOTAL-ASSETS> 209,247,122
<CURRENT-LIABILITIES> 240,668,923
<BONDS> 1,492,295
27,079,520
0
<COMMON> 40,128
<OTHER-SE> (60,033,744)
<TOTAL-LIABILITY-AND-EQUITY> 209,247,122
<SALES> 13,239,898
<TOTAL-REVENUES> 113,783,400
<CGS> 5,967,840
<TOTAL-COSTS> 96,133,983
<OTHER-EXPENSES> 92,171
<LOSS-PROVISION> 343,314
<INTEREST-EXPENSE> 14,249,410
<INCOME-PRETAX> (6,015,239)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,015,239)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,015,239)
<EPS-BASIC> (2.17)
<EPS-DILUTED> 0
</TABLE>
