<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 April 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 May 10, 1999
<TABLE>
<S> <C>
Class Outstanding as of May 10, 1999
----- ------------------------------
Common stock, $.01 par value 4,012,846
</TABLE>
<PAGE> 2
FITZGERALDS GAMING CORPORATION
FORM 10-Q
INDEX
<TABLE>
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF APRIL 4, 1999 AND DECEMBER
31, 1998 4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED
APRIL 4, 1999 AND MARCH 29, 1998 6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS ENDED
APRIL 4, 1999 AND MARCH 29, 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 23
PART II OTHER INFORMATION 24
SIGNATURES 28
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 4
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 4, 1999 AND DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
ASSETS APRIL 4, 1999 DEC. 31, 1998
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 14,959,360 $ 13,038,589
Restricted cash -- 537,179
Accounts receivable, net of allowance for doubtful
accounts of $450,679 and $345,340 1,044,877 1,437,095
Advances to affiliated companies 1,345 3,154
Inventories 1,211,408 1,375,443
Prepaid expenses:
Gaming taxes 1,116,112 1,209,825
Other 2,534,742 2,487,170
------------ ------------
Total current assets 20,867,844 20,088,455
------------ ------------
PROPERTY AND EQUIPMENT, net 157,377,866 159,714,663
------------ ------------
OTHER ASSETS:
Estimated realizable value of assets held for sale 4,122,842 4,122,842
Restricted cash 1,564,000 1,459,000
Restricted investment 200,000 200,000
Debt offering costs 7,968,357 8,319,745
Line of credit costs 399,685 408,051
Goodwill, net 13,591,471 13,681,296
Other assets 1,057,886 1,046,155
------------ ------------
Total other assets 28,904,241 29,237,089
------------ ------------
MINORITY INTEREST 177,820 157,257
------------ ------------
TOTAL $207,327,771 $209,197,464
============ ============
</TABLE>
(CONTINUED)
See Notes to Condensed Consolidated Financial Statements Page 4 of 28
<PAGE> 5
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
APRIL 4, 1999 AND DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY APRIL 4, 1999 DEC. 31, 1998
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 4,317,671 $ 4,634,747
Current portion of notes payable - related parties 304,637 304,637
Accounts payable 4,177,070 8,139,479
Accrued and other:
Payroll and related 4,139,569 5,010,169
Progressive jackpots 1,295,762 1,311,074
Outstanding chips and tokens 490,564 728,254
Interest 7,671,210 1,131,466
Other 6,693,175 6,632,472
------------- -------------
Total current liabilities 29,089,658 27,892,298
LONG-TERM DEBT, net of current portion 207,947,587 208,204,024
------------- -------------
Total liabilities 237,037,245 236,096,322
------------- -------------
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 $12,437,056 and
$11,264,632 recorded at liquidation preference, net of
unamortized offering costs and discount of $6,721,355 and
$6,863,461, respectively 25,715,701 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 (79,114,885) (74,989,739)
------------- -------------
Total stockholders' deficiency (55,425,175) (51,300,029)
------------- -------------
TOTAL $ 207,327,771 $ 209,197,464
============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 5 of 28
<PAGE> 6
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED APRIL 4, 1999 AND MARCH 29, 1998
================================================================================
<TABLE>
<CAPTION>
APRIL 4, 1999 MARCH 29, 1998
------------ ------------
OPERATING REVENUES:
<S> <C> <C>
Casino $ 43,968,417 $ 38,809,468
Food and beverage 6,481,445 5,931,651
Rooms 5,531,374 4,786,502
Other 887,460 2,172,458
------------ ------------
Total 56,868,696 51,700,079
Less promotional allowances 4,894,269 4,281,723
------------ ------------
Net 51,974,427 47,418,356
------------ ------------
OPERATING COSTS AND EXPENSES:
Casino 22,049,477 19,086,529
Food and beverage 4,191,897 4,140,180
Rooms 3,184,473 2,813,508
Other operating expense 599,430 482,350
Selling, general and administrative 14,140,115 13,185,522
Depreciation and amortization 3,517,574 3,250,680
Lease settlement expense 1,946 --
------------ ------------
Total 47,684,912 42,958,769
------------ ------------
INCOME FROM OPERATIONS 4,289,515 4,459,587
OTHER INCOME (EXPENSE):
Interest income 52,512 78,211
Interest expense (7,203,038) (6,815,532)
Interest expense - stockholders (5,420) (4,583)
Other income (expense) 55,812 (297,841)
------------ ------------
NET LOSS (2,810,619) (2,580,158)
PREFERRED STOCK DIVIDENDS (1,314,527) (1,134,533)
------------ ------------
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS $ (4,125,146) $ (3,714,691)
============ ============
LOSS PER COMMON SHARE - BASIC $ (1.03) $ (0.93)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 4,012,846 4,012,846
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 6 of 28
<PAGE> 7
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED APRIL 4, 1999 AND MARCH 29, 1998
================================================================================
<TABLE>
<CAPTION>
APRIL 4, 1999 MARCH 29, 1998
------------ ------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,264,376 $ 5,508,580
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 50,901 473,487
Acquisition of property and equipment (1,090,952) (1,198,616)
Decrease in restricted cash 432,179 120,468
Other -- (203,872)
------------ ------------
Net cash used in investing activities (607,872) (808,533)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt offering costs (21,111) (580,111)
Payment of line of credit costs (59,765) --
Repayment of long-term debt (634,409) (2,044,788)
Dividends to minority stockholders (20,449) (65,792)
------------ ------------
Net cash used in financing activities (735,734) (2,690,691)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,920,770 2,009,356
------------ ------------
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 13,038,590 14,809,617
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,959,360 $ 16,818,973
============ ============
CASH PAID FOR INTEREST $ 229,163 $ 286,258
============ ============
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired through issuance of debt $ -- $ 1,344,944
Accretion of discount on preferred stock 142,103 122,647
Accrual of preferred stock dividends 1,172,424 1,011,885
Accrual of debt offering costs 68,524 153,326
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 7 of 28
<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 April 4, 1999 and for the
quarters ended April 4, 1999 and March 29, 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 quarter ended April 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 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.
Page 8 of 28
<PAGE> 9
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 and major customers. Segment disclosure
is provided in Note 8 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,
1999. 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. 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 with a lending institution, of which up to $5.0 million may be used for
capital projects at Fitzgeralds Black Hawk and up to $10.0 million of which may
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.
At a special meeting held on May 13, 1999, the Board of Directors
determined that, pending a restructuring of the Company's indebtedness, it
would not be in the Company's best interest to make the regularly scheduled
interest payments on its Senior Secured Notes. The next regularly scheduled
interest payment date on the Senior Secured Notes is June 15, 1999. Failure to
make such an interest payment could result in a reclassification of long-term
debt to current.
5. Contingencies
On May 31, 1995, Fitzgeralds Reno, Inc. ("FRI") sold the closed Harolds
Club in Reno to an unrelated publicly-traded company which subsequently conveyed
Harolds Club to a company whose assets are now under control of the United
States Bankruptcy Court for the Northern District of New York. Under the terms
of certain indemnification agreements executed by FRI in connection with the
sale of Harolds Club, as of April 4, 1999, FRI is contingently obligated for
certain land lease payments to two lessors in the amount of approximately $0.25
million annually
Page 9 of 28
<PAGE> 10
plus certain property-related costs, such as taxes and insurance, if said lease
payments and costs are not paid by the current owner of Harolds Club. As of
April 4, 1999, the current owner of Harolds Club was approximately $1.5 million
in arrears in land lease payments and approximately $0.27 million in arrears in
property taxes and assessments.
The current owner of Harolds Club has not met its obligations with
respect to the land leases, and in August 1996, each of the five land lessors
filed separate actions in the Second Judicial District Court, Washoe County,
State of Nevada, against the current owner, FRI and other non-related prior
lessees under the land leases, seeking past due rent, taxes and other
property-related expenses as well as attorneys' fees and costs. Cross-claims and
third party complaints for indemnification have been asserted against FRI by the
entity from which it assumed the land leases, and FRI has asserted cross-claims
or third party complaints against the entities that are obligated to indemnify
FRI under the various indemnification, assignment and assumption, and guarantee
agreements. In addition, in December 1997, one of the land lessors filed an
additional action seeking rent, taxes and assessments accruing from October 1997
through March 1998.
On June 3, 1998, the current owner of Harolds Club entered into an
asset purchase agreement (the "Asset Purchase Agreement") to convey its fee
simple interest in Harolds Club and improvements thereon to an undisclosed
purchaser, which undisclosed purchaser has also entered into an agreement with
FRI and Nevada Club, Inc. ("NCI") to purchase the Nevada Club. In August 1998,
FRI and four land lessors also executed an asset purchase agreement (the "Land
Lessors Asset Purchase Agreement") to convey their fee simple interests in
Harolds Club and the improvements thereon to the undisclosed purchaser. Due to
unresolved title issues, as of April 4, 1999, the undisclosed purchaser had not
executed the Land Lessors Asset Purchase Agreement. The undisclosed purchaser
has since resolved the outstanding title issues, and on or about April 6, 1999,
the undisclosed purchaser executed the Land Lessors Asset Purchase Agreement,
which was modified to, among other things, extend the closing date to May 24,
1999. As of April 20, 1999, FRI and three of the land lessors had executed the
Land Lessors Asset Purchase Agreement. It is anticipated that the fourth land
lessor will execute the modified Land Lessors Asset Purchase Agreement on or
before May 21, 1999. If the undisclosed purchaser exercises its right to extend
the closing date by 30 days, it is anticipated that the sale of Harolds Club and
the Nevada Club will close on or before June 25, 1999; however, no assurance can
be given that the fourth land lessor will execute the modified Land Lessors
Asset Purchase Agreement or that the transaction will be completed.
FRI, four of the land lessors and the current and prior Harolds Club
land lessees have executed settlement agreements, pursuant to which FRI has
agreed to pay four of the land lessors approximately $1.7 million cash, less the
cumulative amount of interim monthly rental payments ($0.028 million per month
through December 31, 1998 and $0.011 million per month commencing January 1,
1999), concurrently with the closing of the sale of Harolds Club in exchange for
dismissal with prejudice of all claims and cross-claims against FRI arising out
of FRI's purchase and subsequent sale of Harolds Club. The settlement agreements
expired by their own terms on October 31, 1998 as closing of the Harolds Club
sale did not occur by such date. The parties to the settlement agreements,
through their counsel, have agreed to extend the expiration date of the
settlement agreements
Page 10 of 28
<PAGE> 11
to June 25, 1999.
To accommodate the requirement of the fifth Harolds Club land lessor
that the transfer of its parcel (the "Campbell Parcel") be structured as a
tax-free exchange, on August 24, 1998, FRI purchased the Campbell Parcel for a
purchase price of approximately $1.0 million. Approximately $0.45 million of the
purchase price and the closing costs were paid by a prior owner of Harolds Club.
FRI intends to terminate the lease encumbering the Campbell Parcel and convey
said parcel to the undisclosed purchaser of Harolds Club for approximately $0.34
million. As a part of the transaction for the purchase of the Campbell Parcel,
the lawsuits filed by the fifth land lessor against the current owner, FRI and
other non-related prior lessees were dismissed with prejudice.
Because the assets of the current owner of Harolds Club are under the
control of the United States Bankruptcy Court for the Northern District of New
York, the Court must approve the Asset Purchase Agreement. An order approving
the sale was issued on October 8, 1998. A motion to modify the order to, among
other things, extend the closing date, has been filed and a hearing on the
motion is currently set for May 27, 1999. The closing of the sale of Harolds
Club is subject to the closing of the sale of Nevada Club and the undisclosed
purchaser's acquisition of other parcels of land adjacent to Harolds Club.
Although it is currently anticipated that the Harolds Club and related
transactions will close in the second quarter of 1999, no assurance can be given
that the transactions will be completed. Moreover, in the event that such
transactions are consummated, it is likely that the unaffiliated purchaser may
utilize the land for gaming facilities that will compete with Fitzgeralds Reno.
See Part II, Item 1. Legal Proceedings.
6. Nevada Club
On June 8, 1998, the Company and an undisclosed purchaser executed an
Asset Purchase Agreement (the "Nevada Club Asset Purchase Agreement") for the
sale of the Nevada Club property in the amount of approximately $3.8 million. In
anticipation of the pending sale, the Company closed the Nevada Club in December
1997. The closing of the Nevada Club Asset Purchase Agreement is contingent upon
the closing of the Harolds Club Asset Purchase Agreement described above in Note
5. Although it is currently anticipated that the Nevada Club sale will close in
the second quarter of 1999, no assurance can be given that the sale will be
completed during 1999 or at all. See Part II, Item 1. Legal Proceedings.
7. 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
Page 11 of 28
<PAGE> 12
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 quarters ended April 4, 1999 and March 29, 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 564,524 and 670,327 shares of common stock at prices ranging
from $1.00 to $1.10 per share and warrants to purchase 1,495,236 and 1,971,835
shares of common stock at $.01 per share were outstanding at April 4, 1999 and
March 29, 1998, respectively. Such options and warrants are not included in the
computation of diluted earnings per share because to do so would have been
antidilutive.
8. 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. 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 12 of 28
<PAGE> 13
<TABLE>
<CAPTION>
For the Quarters Ended
------------------------------
April 4, 1999 March 29, 1998
------------- --------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $ 14,373 $ 12,867
Fitzgeralds Tunica 19,646 16,458
Fitzgeralds Reno 9,155 8,008
Fitzgeralds Black Hawk 8,801 8,731
Other -- 1,354
-------- --------
Total Properties 51,975 47,418
Nevada Club 0 0
======== ========
Total $ 51,975 $ 47,418
======== ========
Income (loss) from operations:
Fitzgeralds Las Vegas $ 824 $ 871
Fitzgeralds Tunica 2,213 817
Fitzgeralds Reno (31) (383)
Fitzgeralds Black Hawk 1,767 2,431
Other (457) 1,130
-------- --------
Total Properties 4,316 4,866
Nevada Club (24) (406)
Harolds Club (2) --
-------- --------
Total $ 4,290 $ 4,460
======== ========
</TABLE>
Reconciliation of total business segment operating income to
consolidated net loss before income tax and extraordinary item:
<TABLE>
<CAPTION>
For the Quarters Ended
------------------------------
April 4, 1999 March 29, 1998
------------- --------------
(in thousands)
<S> <C> <C>
Total segment operating income: $ 4,773 $ 3,735
Nevada Club (24) (406)
Harolds Club (2) --
Other (457) 1,130
Eliminations 2,674 2,451
Interest income 53 78
Interest income - shareholder and intercompany 8,210 7,491
Interest expense (7,203) (6,816)
Interest expense - shareholder and intercompany (8,197) (7,477)
Other expense (2,636) (2,766)
-------- --------
Net loss before income tax and extraordinary item $ (2,811) $ (2,580)
======== ========
</TABLE>
Page 13 of 28
<PAGE> 14
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 contains
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, 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 and environmental
matters. 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 12 1/4% Senior
Secured Notes due 2004 (the "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 line of credit (the "Credit Facility") with a
lending institution, of which $5.0 million may 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 28
<PAGE> 15
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 "1999 Period" is defined as the
quarter ended April 4, 1999 and the "1998 Period" is defined as the quarter
ended March 29, 1998, resulting in the 1999 Period having an additional six days
of operating results compared to the 1998 Period. Financial performance for the
1999 Period 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").
The 1998 Period results for the Properties include fees earned from the Cliff
Castle Management Agreement and the settlement agreement with Turning Stone.
Unless the context otherwise indicates, the discussion below excludes Nevada
Club, which was closed in December 1997 in anticipation of its pending sale 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 quarters represented.
1999 PERIOD COMPARISON TO 1998 PERIOD
During the 1999 Period, the Company experienced a 9.6% net revenue
growth in comparison with the same period in 1998, in spite of the termination
of the Cliff Castle Management Agreement in June of 1998 and the completion of
the settlement agreement with the Turning Stone Casino in September of 1998. In
order to preserve market share in each of its four existing markets, the Company
continues to increase its promotional and complimentary expenses to meet the
challenges of the highly competitive markets, 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 Period
and the 1998 Period. EBITDA from the Company's four principal ongoing operating
properties, Fitzgeralds Tunica, Fitzgeralds Black Hawk, Fitzgeralds Reno and
Fitzgeralds Las Vegas improved significantly in the 1999 Period. These four
operating properties produced approximately $8.3 million of EBITDA in the 1999
Period compared to approximately $7.0 million in the 1998 Period, an increase of
approximately 19.0%, with each of the operating properties outperforming the
1998 Period except for Fitzgeralds Black Hawk, which faced substantial new
competition. EBITDA for the Properties decreased from $8.1 million for the 1998
Period to $7.8 million for the 1999 Period primarily as a result of termination
of the Cliff Castle Management Agreement and the completion of the settlement
agreement with Turning Stone. 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,
decreased $0.3 million from $8.1 million for the 1998 Period to $7.8 million for
the 1999 Period. For a definition of EBITDA and adjusted EBITDA, see footnotes 3
and 4 of the table.
Page 15 of 28
<PAGE> 16
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
--------------------------------
STATEMENT OF OPERATIONS DATA APRIL 4, 1999 MARCH 29, 1998
------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Net Operating Revenues:
Fitzgeralds Las Vegas $ 14,373 $ 12,867
Fitzgeralds Tunica 19,646 16,458
Fitzgeralds Reno 9,155 8,008
Fitzgeralds Black Hawk 8,801 8,731
Other (1) -- 1,354
-------- --------
Total Properties 51,975 47,418
Nevada Club -- --
======== ========
Total $ 51,975 $ 47,418
======== ========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ 824 $ 871
Fitzgeralds Tunica 2,213 817
Fitzgeralds Reno (31) (383)
Fitzgeralds Black Hawk 1,767 2,431
Other (2) (457) 1,130
-------- --------
Total Properties 4,316 4,866
Nevada Club (24) (406)
Harolds Club (2) --
======== ========
Total $ 4,290 $ 4,460
======== ========
OTHER DATA
EBITDA (3):
Fitzgeralds Las Vegas $ 1,731 $ 1,624
Fitzgeralds Tunica 3,751 2,283
Fitzgeralds Reno 581 200
Fitzgeralds Black Hawk 2,218 2,849
Other (2) (448) 1,156
-------- --------
Total Properties 7,833 8,112
Nevada Club (24) (402)
Harolds Club (2) --
-------- --------
Total EBITDA 7,807 7,710
Adjustments to EBITDA (4) 26 402
======== ========
Adjusted EBITDA $ 7,833 $ 8,112
======== ========
Net Cash Provided by (Used in) (5):
Operating Activities $ 3,264 $ 5,509
Investing Activities (608) (809)
Financing Activities (736) (2,691)
Depreciation and Amortization 3,518 3,251
Capital Expenditures (1,091) (2,544)
Earnings to Fixed Charges (6): -- --
</TABLE>
- --------------
(1) Includes management fees from Cliff Castle and Turning Stone for the 1998
Period.
Page 16 of 28
<PAGE> 17
(2) Includes fees from management agreement from Cliff Castle and settlement
agreement from Turning Stone for the 1998 Period, net of corporate expenses
and expenses of FI.
(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 and (ii) exclusion of EBITDA for Harolds Club for
the 1999 Period.
(5) Includes financial results of (i) Nevada Club for both periods presented
and (ii) Harolds Club for the 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 $2.8 million and $2.2 million for the 1999 and 1998
Periods, respectively.
OPERATING REVENUES
Total revenues for the Properties were $56.9 million and net operating
revenues were $52.0 million for the 1999 Period, representing 10.0% and 9.6%
increases, respectively, over total revenues of $51.7 million and net operating
revenues of $47.4 million for the 1998 Period. Such increases were primarily due
to improved marketing strategies, an effective guest development program and
improved 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 77.3% and 75.1% of total revenues for the Properties for
the 1999 and 1998 Periods, respectively. Casino revenues for the Properties (of
which approximately 80.0% and 80.3% were derived from slot machine revenues for
the 1999 and 1998 Periods, respectively) increased 13.3% to $44.0 million for
the 1999 Period from the $38.8 million recorded for the 1998 Period. Casino
revenues increased 11.9% at Fitzgeralds Las Vegas and Fitzgeralds Tunica's
casino revenues increased 20.4% as a result of the opening of the connector
road, as well as for the reasons stated above. Fitzgeralds Reno's casino
revenues increased 15.3% for the reasons stated above, as well as due to
improved weather conditions over the mountains to Reno. Fitzgeralds Black Hawk's
casino revenues were negatively impacted by the opening of the Lodge and the
Isle of Capri in 1998 as revenue growth increased only 1.2% for the 1999 Period.
Room revenues for the Properties (at 9.7% and 9.3% of total revenues
for the Properties for the 1999 and 1998 Periods, respectively) increased 15.6%
from the 1998 Period. Fitzgeralds Reno room revenues increased 9.1% due to the
combination of a higher average occupancy rate, which increased to 85.4% from
81.2% for the 1998 Period, offset by a decrease in the average daily rate of
0.3% for the 1999 Period. Room revenues increased 19.4% at Fitzgeralds Las Vegas
due to a 16.7% and 3.3% increase in the average daily rate and the average
occupancy
Page 17 of 28
<PAGE> 18
rate, respectively. At Fitzgeralds Tunica, room revenues increased 14.9% as the
average occupancy rate decreased to 93.6% for the 1999 Period from 97.7% for the
1998 Period; however, the average daily rate increased 9.9% for the 1999 Period.
Food and beverage revenues for the Properties (at 11.4% and 11.5% of
total revenues for the Properties for the 1999 and 1998 Periods, respectively)
increased approximately $0.5 million or 9.3% for the 1999 Period. The Tunica,
Las Vegas and Reno properties experienced revenue increases of 21.9%, 2.0% and
15.9%, respectively, as a result of increases in casino revenues in these three
properties. Food and beverage revenues at Fitzgeralds Black Hawk decreased
approximately 11.3% due to increased gaming competition in the Black Hawk
market.
Other revenues for the Properties decreased $1.4 million primarily as a
result of the termination of the Cliff Castle Management Agreement and
completion of the settlement agreement with Turning Stone.
Promotional allowances for the Properties increased $0.6 million or
14.3% for the 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 12.0%
to $47.7 million for the 1999 Period from $42.6 million for the 1998 Period due
to increases in marketing and payroll costs.
Casino expenses for the Properties were $22.0 million for the 1999
Period, a 16.6% increase from the $18.9 million for the 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 increased 1.4% to $4.2 million for
the 1999 Period from $4.1 million for the 1998 Period. The slight increase in
food and beverage expenses in relation to the 9.3% increase in revenue is due to
improved cost controls. Room expenses for the Properties increased 13.2% to $3.2
million for the 1999 Period from $2.8 million for the 1998 Period. At the Las
Vegas, Reno and Tunica properties, room expenses increased by 12.6%, 14.4% and
13.6%, respectively. Selling, general and administrative expenses for the
Properties increased 8.8% to $14.1 million for the 1999 Period from $13.0
million for the 1998 Period, due primarily to increases in marketing expenses.
Personnel expenses for the Properties increased 12.0% to approximately
$20.1 million for the 1999 Period from approximately $18.0 million for the 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 18.6% and 16.9%, respectively, from the 1998
Period.
Marketing expenses for the Properties, which include advertising,
promotional material, special events and the operations of the Fitzgeralds
player tracking card, increased 4.7% for the
Page 18 of 28
<PAGE> 19
1999 Period. In addition, more intensive marketing efforts at most of the
properties were undertaken in response to increasing competitive pressures.
Depreciation and amortization expenses of the Properties increased 8.3%
to $3.5 million for the 1999 Period from $3.2 million for the 1998 Period.
INCOME FROM OPERATIONS
Income from operations for the Properties decreased 11.3% to $4.3
million for the 1999 Period from $4.9 million for the 1998 Period. The decrease
is due to the termination of the Cliff Castle Management Agreement in June of
1998 and the completion of the settlement agreement with the Turning Stone
Casino in September of 1998.
NET INTEREST EXPENSE
Interest expense for the Properties (net of interest income), increased
7.4% to $7.2 million for the 1999 Period from $6.7 million for the 1998 Period
primarily due to increased debt as a result of the purchase of additional slot
machines in the latter part of 1998.
NET LOSS
Net loss for the Properties increased $0.5 million or 20.8% from $2.3
million in the 1998 Period to $2.8 million for the 1999 Period. The decrease is
due to the termination of the Cliff Castle Management Agreement and the
completion of the settlement agreement with the Turning Stone Casino.
LIQUIDITY AND CAPITAL RESOURCES
At April 4, 1999, the Company had unrestricted cash of $15.0 million,
compared to $13.0 million at December 31, 1998 and $16.9 million at March 29,
1998. The Company's primary sources of liquidity and cash flows during the 1999
Period were operations of $3.3 million. Uses of liquidity during the 1999 Period
included acquisition of property and equipment of $1.1 million and repayment of
long term debt of $0.6 million.
Net cash used in investing activities was $0.6 million for the 1999
Period as compared to net cash used of $0.8 million for the 1998 Period. Net
cash used in financing activities was $0.7 million and $2.7 million for the 1999
and 1998 Periods, respectively.
With regard to certain matters relating to Harolds Club and Nevada
Club, see Notes 5 and 6 of Notes to Condensed Consolidated Financial Statements
included in Part I, Item 1, and Part II, Item 1. Legal Proceedings.
A note payable by FRI to a trust which is secured by Nevada Club assets
will be retired upon the sale of Nevada Club which is anticipated to close in
the second quarter of 1999. As of
Page 19 of 28
<PAGE> 20
April 4, 1999, such note payable had a principal balance of approximately $0.7
million. The net cash flow received by the Company upon the closing of the
Nevada Club and Harolds Club transaction will be approximately $2.0 million.
There can be no assurance, however, that Nevada Club will be sold and the
Harolds Club settlement will be consummated.
The Company's principal sources of capital will consist of cash from
operations, the existing Credit Facility, and vendor and third party financing
of gaming and other equipment. In October 1998, the Company established the
$15.0 million Credit Facility with a lending institution, of which up to $5.0
million may be used for capital projects at Fitzgeralds Black Hawk and up to
$10.0 million of which may 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. 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, at a special meeting held on May 13, 1999,
the Board of Directors determined that, pending a restructuring of the Company's
indebtedness, it would not be in the Company's best interest to make the
regularly scheduled interest payments on its Senior Secured Notes. The next
regularly scheduled interest payment date on the Senior Secured Notes is June
15, 1999
A default on the Senior Secured Notes would constitute a default under
the Credit Facility and, although the Company believes the lending institution
under the Credit Facility would 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. At April 4,
1999, the Company had borrowed $3.0 million under the Credit Facility.
The Company believes that its liquidity and capital resources are
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, 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 $7.8 million for the 1999 Period and $7.7 million
for the 1998 Period. EBITDA is calculated by adding depreciation and
amortization expenses to income from operations. The Company's Adjusted EBITDA
was also $7.8 million for the 1999 Period and
Page 20 of 28
<PAGE> 21
$8.1 million for the 1998 Period. Adjusted EBITDA is determined based on the
adjustments described in Note 4 to "Statement of Operations Data." 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.
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 $2.8 million and
$2.2 million for the 1999 and 1998 Periods, respectively.
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 the result of computer programs being
written using three digits rather than four to define the
Page 21 of 28
<PAGE> 22
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 $1.0
million; however, the Company has not finalized its investigation. The Company
has incurred approximately 52% of such costs through the 1999 Period and
anticipates that the remaining portion of the estimated cost will be incurred
through October 31, 1999. Approximately $0.8 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.
Although, 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, the Company cannot
provide any assurance in this regard, and any such cause or effect could
materially and adversely affect the Company.
Page 22 of 28
<PAGE> 23
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The fair market value of the Company's fixed debt obligations have
decreased to approximately $103.2 million at April 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 $205.0 million, 12 1/4% Senior
Secured Notes. See Part 1, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital Resources.
Page 23 of 28
<PAGE> 24
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
HAROLDS CLUB
On May 31, 1995, FRI sold the closed Harolds Club in Reno to an
unrelated publicly-traded company which subsequently conveyed Harolds Club to a
company whose assets are now under control of the United States Bankruptcy Court
for the Northern District of New York. Under the terms of certain
indemnification agreements executed by FRI in connection with the sale of
Harolds Club, as of April 4, 1999, FRI is contingently obligated for certain
land lease payments to two lessors in the amount of approximately $0.25 million
annually plus certain property-related costs, such as taxes and insurance, if
said lease payments and costs are not paid by the current owner of Harolds Club.
As of April 4, 1999, the current owner of Harolds Club was approximately $1.5
million in arrears in land lease payments and approximately $0.27 million in
arrears in property taxes and assessments.
The current owner of Harolds Club has not met its obligations with
respect to the land leases, and in August 1996, each of the five land lessors
filed separate actions in the Second Judicial District Court, Washoe County,
State of Nevada, against the current owner, FRI and other non-related prior
lessees under the land leases, seeking past due rent, taxes and other
property-related expenses as well as attorneys' fees and costs. Cross-claims and
third party complaints for indemnification have been asserted against FRI by the
entity from which is assumed the land leases, and FRI has asserted cross-claims
or third party complaints against the entities that are obligated to indemnify
FRI under the various indemnification, assignment and assumption, and guarantee
agreements. In addition, in December 1997 one of the land lessors filed an
additional action seeking rent, taxes and assessments accruing from October 1997
through March 1998.
On June 3, 1998, the current owner of Harolds Club entered into an
asset purchase agreement (the "Asset Purchase Agreement") to convey its fee
simple interest in Harolds Club and improvements thereon to an undisclosed
purchaser, which undisclosed purchaser has also entered into an agreement with
FRI and NCI to purchase the Nevada Club. In August 1998, FRI and four land
lessors also executed an asset purchase agreement (the "Land Lessors Asset
Purchase Agreement") to convey their fee simple interests in Harolds Club and
the improvements thereon to the undisclosed purchaser. Due to unresolved title
issues, as of April 4, 1999, the undisclosed purchaser had not executed the Land
Lessors Asset Purchase Agreement. The undisclosed purchaser has since resolved
the outstanding title issues, and on or about April 6, 1999, the undisclosed
purchaser executed the Land Lessors Asset Purchase Agreement which was modified
to, among other things, extend the closing date to May 24, 1999. As of April 20,
1999, FRI and three of the land lessors had executed the Land Lessors Asset
Purchase Agreement. It is anticipated that the fourth land lessor will execute
the modified Land Lessors Asset Purchase Agreement
Page 24 of 28
<PAGE> 25
on or before May 21, 1999. If the undisclosed purchaser exercises its right to
extend the closing date by 30 days, it is anticipated that the sale of Harolds
Club and the Nevada Club will close on or before June 25, 1999; however, no
assurance can be given that the fourth land lessor will execute the modified
Land Lessors Asset Purchase Agreement or that the transaction will be completed.
FRI, four of the land lessors and the current and prior Harolds Club
land lessees have executed settlement agreements, pursuant to which FRI has
agreed to pay four of the land lessors approximately $1.7 million cash, less the
cumulative amount of interim monthly rental payments ($0.028 million per month
through December 31, 1998 and $0.011 million per month commencing January 1,
1999), concurrently with the closing of the sale of Harolds Club in exchange for
dismissal with prejudice of all claims and cross-claims against FRI arising out
of FRI's purchase and subsequent sale of Harolds Club. The settlement agreements
expired by their own terms on October 31, 1998 as closing of the Harolds Club
sale did not occur by such date. The parties to the settlement agreements,
through their counsel, have agreed to extend the expiration date of the
settlement agreements to June 25, 1999.
To accommodate the requirement of the fifth Harolds Club land lessor
that the transfer of its parcel (the "Campbell Parcel") be structured as a
tax-free exchange, on August 24, 1998, FRI purchased the Campbell Parcel for a
purchase price of approximately $1.0 million. Approximately $0.45 million of the
purchase price and the closing costs were paid by a prior owner of Harolds Club.
FRI intends to terminate the lease encumbering the Campbell Parcel and convey
said parcel to the undisclosed purchaser of Harolds Club for approximately $0.34
million. As a part of the transaction for the purchase of the Campbell Parcel,
the lawsuits filed by the fifth land lessor against the current owner, FRI and
other non-related prior lessees were dismissed with prejudice.
Because the assets of the current owner of Harolds Club are under the
control of the United States Bankruptcy Court for the Northern District of New
York, the Court must approve the Asset Purchase Agreement. An order approving
the sale was issued on October 8, 1998. A motion to modify the order to, among
other things, extend the closing date, has been filed and a hearing on the
motion is currently set for May 27, 1999. The closing of the sale of Harolds
Club is subject to the closing of the sale of Nevada Club and the undisclosed
purchaser's acquisition of other parcels of land adjacent to Harolds Club.
Although it is currently anticipated that the Harolds Club and related
transactions will close in the second quarter of 1999, no assurance can be given
that the transactions will be completed. Moreover, in the event that such
transactions are consummated, it is likely that the unaffiliated purchaser may
utilize the land for gaming facilities that will compete with Fitzgeralds Reno.
Page 25 of 28
<PAGE> 26
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 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. 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
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 and 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.
Not Applicable
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
Page 26 of 28
<PAGE> 27
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 a majority of the holders consented to the proposed action, to
date the negotiations on an agreement for the chilled water facility have not
been completed because two of the third parties elected not to proceed with the
project.
ITEM 5. OTHER INFORMATION.
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27(c): Financial Data Schedule
(b) Reports on Form 8-K
None
Page 27 of 28
<PAGE> 28
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: May 18, 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 28 of 28
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> APR-04-1999
<CASH> 14,959,360
<SECURITIES> 0
<RECEIVABLES> 1,495,556
<ALLOWANCES> 450,679
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<CURRENT-ASSETS> 20,867,844
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<CURRENT-LIABILITIES> 29,089,658
<BONDS> 207,947,587
25,715,701
0
<COMMON> 40,128
<OTHER-SE> (55,465,303)
<TOTAL-LIABILITY-AND-EQUITY> 207,327,771
<SALES> 6,822,384
<TOTAL-REVENUES> 56,868,696
<CGS> 2,838,923
<TOTAL-COSTS> 47,684,912
<OTHER-EXPENSES> (55,812)
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<INCOME-PRETAX> (2,810,619)
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