<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 October 1, 2000
Commission file number: 0-26518
FITZGERALDS GAMING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0329170
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
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
November 13, 2000
Class Outstanding as of November 13, 2000
----- -----------------------------------
Common stock, $.01 par value 5,508,082
<PAGE> 2
FITZGERALDS GAMING CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 1, 2000
(UNAUDITED) AND DECEMBER 31, 1999 4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND THREE QUARTERS ENDED OCTOBER 1, 2000
AND OCTOBER 3, 1999 6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE QUARTERS ENDED OCTOBER 1, 2000 AND OCTOBER 3,
1999 7
UNAUDITED 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
25
PART II OTHER INFORMATION 26
SIGNATURES 29
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 4
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
OCTOBER 1, 2000 (UNAUDITED) AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
ASSETS OCT. 1, 2000 DEC. 31, 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 33,498,456 $ 22,115,594
Accounts receivable, net of allowance for doubtful
accounts of $318,165 and $405,003 1,247,206 1,430,030
Inventories 1,497,202 1,771,327
Prepaid expenses:
Gaming taxes 1,553,960 1,379,589
Other 3,519,730 2,858,118
------------ ------------
Total current assets 41,316,554 29,554,658
------------ ------------
PROPERTY AND EQUIPMENT, net 154,092,746 152,017,061
------------ ------------
OTHER ASSETS:
Restricted cash 2,180,000 2,190,000
Debt offering costs 6,246,243 7,394,649
Goodwill, net of accumulated amortization
of $968,963 and $843,796 13,210,198 13,335,365
Other assets 2,349,091 2,304,757
------------ ------------
Total other assets 23,985,532 25,224,771
------------ ------------
TOTAL $219,394,832 $206,796,490
============ ============
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
Page 4 of 29
<PAGE> 5
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
OCTOBER 1, 2000 (UNAUDITED) AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY OCT. 1, 2000 DEC. 31, 1999
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES:
Debt deemed accelerated due to default $ 203,377,106 $ 203,166,582
Current portion of long-term debt 407,785 673,619
Accounts payable 4,583,073 4,552,807
Accrued and other:
Payroll and related 5,055,199 5,184,222
Progressive jackpots 1,005,271 1,230,036
Outstanding chips and tokens 628,551 864,263
Interest 52,220,396 28,456,467
Other 5,108,563 6,603,637
------------- -------------
Total current liabilities 272,385,944 250,731,633
LONG-TERM DEBT, net of current portion and
debt deemed accelerated due to default 2,852,090 598,478
------------- -------------
Total liabilities 275,238,034 251,330,111
------------- -------------
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 $20,454,800 and $16,224,779 recorded
at liquidation preference, net of unamortized
offering costs and discount of $5,749,570 and
$6,262,268, respectively 34,705,230 29,962,511
------------- -------------
STOCKHOLDERS' DEFICIENCY:
Common stock, $.01 par value; 29,200,000 shares
authorized; 5,508,082 shares issued and outstanding 55,080 55,080
Additional paid-in capital 23,814,819 23,954,220
Accumulated deficit (114,418,331) (98,505,432)
------------- -------------
Total stockholders' deficiency (90,548,432) (74,496,132)
------------- -------------
TOTAL $ 219,394,832 $ 206,796,490
============= =============
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
Page 5 of 29
<PAGE> 6
FITZGERALDS GAMING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND THREE QUARTERS ENDED OCTOBER 1, 2000 AND OCTOBER 3, 1999
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
QUARTERS ENDED THREE QUARTERS ENDED
---------------------------- ------------------------------
Oct. 1, 2000 Oct. 3, 1999 Oct. 1, 2000 Oct. 3, 1999
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Casino $ 46,169,470 $ 44,203,167 $ 138,786,770 $ 132,640,237
Food and beverage 6,549,984 6,327,437 19,899,881 18,931,555
Rooms 5,728,613 5,529,703 16,835,678 16,560,459
Other 1,136,748 903,414 3,325,231 2,614,870
------------ ------------ ------------- -------------
Total 59,584,815 56,963,721 178,847,560 170,747,121
Less promotional allowances 5,086,239 4,820,133 15,860,153 14,311,305
------------ ------------ ------------- -------------
Net 54,498,576 52,143,588 162,987,407 156,435,816
------------ ------------ ------------- -------------
OPERATING COSTS AND EXPENSES:
Casino 22,573,686 20,379,610 67,136,436 63,514,744
Food and beverage 4,006,830 4,636,103 11,687,819 12,386,348
Rooms 3,233,529 3,200,872 9,466,856 9,627,763
Other operating expense 522,181 493,337 1,631,345 1,645,469
Selling, general and administrative 15,731,111 16,691,757 48,461,204 47,290,530
Depreciation and amortization 3,771,422 3,531,674 11,124,882 10,568,421
Lease settlement expense - - - 34,061
------------ ------------ ------------- -------------
Total 49,838,759 48,933,353 149,508,542 145,067,336
------------ ------------ ------------- -------------
INCOME FROM OPERATIONS 4,659,817 3,210,235 13,478,865 11,368,480
OTHER INCOME (EXPENSE):
Interest income 338,742 149,874 772,314 318,351
Interest income - stockholders - 47,390 - 42,114
Interest expense (8,630,724) (7,433,527) (25,383,029) (21,678,042)
Other expense (57,972) (4,760) (38,330) (96,930)
------------- ------------ ------------- -------------
NET LOSS (3,690,137) (4,030,788) (11,170,180) (10,046,027)
PREFERRED STOCK DIVIDENDS AND
ACCRETION OF DISCOUNT (1,639,450) (1,414,965) (4,742,719) (4,093,313)
------------ ------------ ------------- -------------
NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS $ (5,329,587) $ (5,445,753) $ (15,912,899) $ (14,139,340)
============ ============ ============= =============
LOSS PER COMMON SHARE - BASIC $ (0.97) $ (1.36) $ (2.89) $ (3.50)
============ ============ ============= =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,508,082 4,078,571 5,508,082 4,034,516
============ ============ ============= =============
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
Page 6 of 29
<PAGE> 7
FITZGERALDS GAMING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE QUARTERS ENDED OCTOBER 1, 2000 AND OCTOBER 3, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
OCT. 1, 2000 OCT. 3, 1999
------------ ------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 22,526,997 $ 18,531,642
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 59,495 2,457,605
Acquisition of property and equipment (10,416,625) (3,098,296)
Acquisition of base stock inventory (141,363) -
Decrease in restricted cash - 252,179
------------ ------------
Net cash used in investing activities (10,498,493) (388,512)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 14,952
Payment of debt offering costs - (218,813)
Repayment of long-term debt (630,642) (5,848,451)
Repayment of line of credit debt - (3,000,000)
Dividends to minority stockholders (15,000) (20,450)
------------ ------------
Net cash used in financing activities (645,642) (9,072,762)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 11,382,862 9,070,368
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 22,115,594 13,038,589
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 33,498,456 $ 22,108,957
============ ============
CASH PAID FOR INTEREST $ 240,606 $ 515,677
============ ============
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired through issuance of debt $ 2,618,420 $ 541,629
Accretion of discount on preferred stock 512,698 442,498
Accrual of preferred stock dividends 4,230,021 3,650,818
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
Page 7 of 29
<PAGE> 8
FITZGERALDS GAMING CORPORATION
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed consolidated financial statements of
Fitzgeralds Gaming Corporation (the "Company") as of October 1, 2000 and
for the quarters and three quarters ended October 1, 2000 and October 3,
1999 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,
1999. The results of operations for the three quarters ended October 1,
2000 are not necessarily indicative of the results to be expected for the
year ending December 31, 2000.
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 1999 condensed consolidated financial statements
have been reclassified to conform to the 2000 method of presentation.
2. Default on the Senior Secured Notes
On May 13, 1999, the Company's Board of Directors determined that, pending
a restructuring of the Company's indebtedness, it would not be in the best
interest of the Company to make the regularly scheduled interest payments
on its $205.0 million aggregate principal amount of 12.25% Senior Secured
Notes due December 15, 2004 (the "Senior Secured Notes"). The Company has
not made the regularly scheduled interest payments of $12.5 million that
were due and payable on June 15, 1999, December 15, 1999 and June 15,
2000. Under the indenture pursuant to which the Senior Secured Notes were
issued (the "Note Indenture"), an Event of Default occurred on July 15,
1999, and is continuing as of the date hereof. Failure to make the
regularly scheduled interest payment on June 15, 1999 resulted in an
interest rate increase of 1.0% to 13.25%, effective June 16, 1999. In
accordance with the Note Indenture, the Company began accruing interest on
the unpaid
Page 8 of 29
<PAGE> 9
interest at 13.25%, effective June 16, 1999. Since June 16, 1999, an
additional $7.0 million of interest incurred as the result of the default
on the Senior Secured Notes has also not been paid. No action has been
taken by either the Note Indenture Trustee or holders of at least 25% of
the Senior Secured Notes to accelerate the indebtedness evidenced by the
Senior Secured Notes and declare the unpaid principal and interest to be
due and payable.
In the event the indebtedness evidenced by the Senior Secured Notes is
accelerated, the Company would not have the resources available to repay
such indebtedness. The Company has initiated and is continuing discussions
with an informal committee representing holders of a majority in face
amount of the Senior Secured Notes (the "Committee") concerning a
restructuring of the Company's indebtedness and reorganization of the
Company that may include the sale of some or all of the Company's
properties. Costs associated with the proposed restructuring were $1.9
million and $1.6 million for the first three quarters of 2000 and 1999,
respectively. Such costs are reported in the selling, general and
administrative expenses in the Unaudited Condensed Consolidated Statements
of Operations. Costs incurred and to be incurred in connection with the
proposed 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 with or without the sale of some
or all of its properties.
The Company has expended substantial amounts in recent years to expand and
improve its properties and to enhance its competitive position and it is
anticipated that it will be necessary to continue to do so to remain
competitive. However, there can be no assurance that the Company will have
adequate resources for such purposes without restructuring the Company's
indebtedness and that any restructuring will provide such necessary
resources.
A default on the Senior Secured Notes also constitutes a default under the
Company's loan and security agreement (the "Credit Facility"). Although
the Company believes that 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.
3. Recently Issued Accounting Standards
On June 30, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133
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 SFAS 133
will not have a material impact on the Company's financial condition or
results of operations, because the Company does not have significant
derivative activities.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
("SAB 101"). SAB 101 clarifies existing accounting principles related to
revenue recognition in financial statements.
Page 9 of 29
<PAGE> 10
The Company is required to comply with the provisions of SAB 101 by the
fourth quarter of 2000. Due to the nature of the Company's operation,
management believes that compliance with SAB 101 will not have a material
impact on the Company's financial condition or results of operations.
4. Long-Term Debt
The Senior Secured Notes bear interest at a stated fixed annual rate of
12.25% payable on June 15 and December 15 of each year. The interest rate
increased to 13.25%, effective June 16, 1999, as the result of the failure
to make the scheduled interest payment due on June 15, 1999 (see Note 2).
The Senior Secured Notes will mature on December 15, 2004, unless
accelerated by default. The Senior Secured Notes are secured by a lien on
substantially all of the assets of the Company, subject to certain
exceptions, including a pledge of the stock of the Company's subsidiaries
and a lien on substantially all of the assets of the Company's
subsidiaries other than Fitzgeralds Arizona Management Inc. ("FAMI") and
Nevada Club, Inc. ("NCI"), except for certain excluded assets.
Upon a Change of Control as defined in the Note Indenture, the Company
will be required to offer to repurchase all of the outstanding Senior
Secured Notes at a cash price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest to the date of repurchase.
The Note Indenture contains covenants which, among other things, restrict
the Company's ability to (i) make certain payments to, or investments in,
third parties; (ii) incur additional indebtedness or liens on any assets;
(iii) enter into transactions with affiliates; and (iv) sell assets or
subsidiary stock. At October 1, 2000, the Company was not in compliance
with certain covenants.
The Company has a Credit Facility, secured by a first priority lien on
substantially all of the assets of the Company, subject to certain
exceptions, including a pledge of the stock of the Company's subsidiaries,
and a lien on substantially all of the assets of the Company's
subsidiaries excluding FAMI and NCI, except for certain excluded assets.
The obligations under the Credit Facility bear interest at an annual rate
equal to the designated bank's prime rate (9.50% and 8.50% at October 1,
2000 and December 31, 1999, respectively) minus seven basis points. The
Company is charged a nominal fee for amounts available under the Credit
Facility. Full payment of any outstanding balance under the Credit
Facility is due upon termination of the loan agreement in October 2003. At
October 1, 2000 and December 31, 1999, $5.0 million was available for
capital expenditures at Fitzgeralds Black Hawk and $10.0 million was
available for general corporate purposes. However, under the original
terms of the Credit Facility the availability of the $5.0 million for
capital expenditures at Fitzgeralds Black Hawk expired on October 29,
2000. At October 1, 2000, the Company was not in compliance with certain
covenants under the Credit Facility and there can be no assurance that the
lender would permit the Company to borrow under the Credit Facility
On February 1, 2000, Fitzgeralds Reno purchased an adjacent 834-space
parking garage for $3.0 million. The seller-financed acquisition required
a $0.75 million down payment, with
Page 10 of 29
<PAGE> 11
the balance financed at an interest rate of 10.0% with monthly principal
and interest payments based on a 20-year amortization schedule. The note
matures in ten years with a lump sum principal payment due of
approximately $1.7 million.
5. Earnings Per Share
During the three quarters ended October 1, 2000 and October 3, 1999, 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 267,000 and 544,261 shares of common stock
at prices ranging from $1.00 to $1.10 per share were outstanding at
October 1, 2000 and October 3, 1999, respectively. Such options are not
included in the computation of diluted earnings per share because to do so
would have been antidilutive.
6. Segment Information
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, 1999.
There are minimal inter-segment sales. The Company continues to evaluate
its business segment performance based on the Company's earnings before
interest, income taxes, depreciation and amortization ("EBITDA"). For a
definition of EBITDA, see Note 2 of Notes to Statement of Operations Data.
The Company has not changed its basis of segmentation from the year ended
December 31, 1999.
<TABLE>
<CAPTION>
For the Quarters Ended
-----------------------------
Oct. 1, 2000 Oct. 3, 1999
------------ -------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $12,260 $12,393
Fitzgeralds Tunica 20,579 18,911
Fitzgeralds Reno 11,663 11,297
Fitzgeralds Black Hawk 9,943 9,543
Other 54 -
------- -------
Total $54,499 $52,144
======= =======
</TABLE>
Page 11 of 29
<PAGE> 12
<TABLE>
<CAPTION>
For the Quarters Ended
-----------------------------
Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Income (loss) from operations:
Fitzgeralds Las Vegas $ (700) $ (812)
Fitzgeralds Tunica 3,028 1,398
Fitzgeralds Reno 1,595 1,439
Fitzgeralds Black Hawk 1,858 2,289
Other (1,109) (1,092)
------- -------
Total Properties 4,672 3,222
Nevada Club (12) (12)
------- -------
Total $ 4,660 $ 3,210
======= =======
</TABLE>
Reconciliation of total business segment operating income to consolidated net
loss before income tax:
<TABLE>
<CAPTION>
For the Quarters Ended
----------------------------
Oct. 1, 2000 Oct. 3, 1999
------------- ------------
(in thousands)
<S> <C> <C>
Total segment operating income $ 5,781 $ 4,314
Nevada Club (12) (12)
Other (2,104) (2,089)
Eliminations 1,267 3,605
Interest income 339 150
Interest income - stockholder and intercompany 7,938 7,948
Interest expense (8,631) (7,434)
Interest expense - stockholder and intercompany (7,919) (7,883)
Other expense (349) (2,630)
------- -------
Net loss before income tax $(3,690) $(4,031)
======= =======
</TABLE>
<TABLE>
<CAPTION>
For the Three Quarters Ended
-----------------------------
Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $ 40,082 $ 39,765
Fitzgeralds Tunica 61,319 57,305
Fitzgeralds Reno 32,383 31,559
Fitzgeralds Black Hawk 29,149 27,807
Other 54 -
-------- --------
Total $162,987 $156,436
======== ========
</TABLE>
Page 12 of 29
<PAGE> 13
<TABLE>
<CAPTION>
For the Three Quarters Ended
----------------------------
Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Income (loss) from operations:
Fitzgeralds Las Vegas $ 300 $ (208)
Fitzgeralds Tunica 7,210 5,283
Fitzgeralds Reno 2,960 2,774
Fitzgeralds Black Hawk 5,228 5,918
Other (2,185) (2,319)
------- -------
Total Properties 13,513 11,448
Nevada Club (34) (46)
Harolds Club - (34)
-------- -------
Total $13,479 $11,368
======== =======
</TABLE>
Reconciliation of total business segment operating income to consolidated net
loss before income tax:
<TABLE>
<CAPTION>
For the Three Quarters Ended
----------------------------
Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Total segment operating income $ 15,698 $ 13,767
Nevada Club (34) (46)
Harolds Club - (34)
Other (5,246) (5,343)
Eliminations 7,358 9,824
Interest income 772 318
Interest income - stockholder and intercompany 23,984 24,105
Interest expense (25,383) (21,679)
Interest expense - stockholder and intercompany (23,930) (24,009)
Other expense (4,389) (6,949)
-------- --------
Net loss before income tax $(11,170) $(10,046)
======== ========
</TABLE>
Page 13 of 29
<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 Unaudited Condensed
Consolidated Financial Statements and the Notes thereto included in this report.
The following discussion and other material in this Quarterly 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
The Company is a diversified multi-jurisdictional gaming holding company that
owns and operates three Fitzgeralds-brand casino-hotels, in downtown Las Vegas,
Nevada ("Fitzgeralds Las Vegas"), Reno, Nevada ("Fitzgeralds Reno") and Tunica,
Mississippi ("Fitzgeralds Tunica"), and a casino in Black Hawk, Colorado
("Fitzgeralds Black Hawk"), collectively referred to as the "Operating
Properties". The Company markets its properties primarily to middle-market
customers, emphasizing its Fitzgeralds brand and its "Fitzgeralds Irish Luck"
theme.
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").
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.
Page 14 of 29
<PAGE> 15
In the narrative discussion below, the "2000 Q3 Period" is defined as the
quarter ended October 1, 2000 and the "1999 Q3 Period" is defined as the quarter
ended October 3, 1999. The "Cumulative 2000 Period" is defined as the three
quarters ended October 1, 2000 and the "Cumulative 1999 Period" is defined as
the three quarters ended October 3, 1999. Unless otherwise noted, the narrative
discussion below is focused on the Company's Operating Properties, which
together with unallocated corporate and restructuring expenses are referred to
as the "Properties". Unless the context otherwise indicates, the discussion
below excludes Nevada Club, which was sold in June 1999, and in management's
opinion is not material to the ongoing operations of the Company. Corporate
expenses of $0.25 million for each of the three quarters presented are allocated
to each of the Operating Properties as an operating expense. The remainder of
the unallocated corporate and restructuring expenses is included in Other. See
Note 1 of Statement of Operations Data.
QUARTER ENDED OCTOBER 1, 2000 COMPARISON TO QUARTER ENDED OCTOBER 3, 1999
The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the 2000 Q3
Period and the 1999 Q3 Period. EBITDA for the Properties was $8.4 million and
$6.8 million for the 2000 and 1999 Q3 Periods, respectively. 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 $1.9 million from $7.7 million for the
1999 Q3 Period to $9.6 million for the 2000 Q3 Period. For a definition of
EBITDA and Adjustments to EBITDA, see Notes 2 and 3, respectively, of Statement
of Operations Data.
<TABLE>
<CAPTION>
For the Quarters Ended
---------------------------
STATEMENT OF OPERATIONS DATA Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(In thousands)
Net Operating Revenues:
<S> <C> <C>
Fitzgeralds Las Vegas $12,260 $ 12,393
Fitzgeralds Tunica 20,579 18,911
Fitzgeralds Reno 11,663 11,297
Fitzgeralds Black Hawk 9,943 9,543
Other 54 -
------- --------
Total $54,499 $ 52,144
======= ========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ (700) $ (812)
Fitzgeralds Tunica 3,028 1,398
Fitzgeralds Reno 1,595 1,439
Fitzgeralds Black Hawk 1,858 2,289
Other (1) (1,109) (1,092)
------- --------
Total Properties 4,672 3,222
Nevada Club (12) (12)
------- --------
Total $ 4,660 $ 3,210
======== ========
</TABLE>
Page 15 of 29
<PAGE> 16
<TABLE>
<CAPTION>
For The Quarters Ended
----------------------------
OTHER DATA Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(In thousands)
EBITDA (2):
<S> <C> <C>
Fitzgeralds Las Vegas $ 299 $ 123
Fitzgeralds Tunica 4,742 2,944
Fitzgeralds Reno 2,182 2,043
Fitzgeralds Black Hawk 2,319 2,724
Other (1) (1,099) (1,081)
------- -------
Total Properties 8,443 6,753
Nevada Club (12) (12)
------- -------
Total EBITDA 8,431 6,741
Adjustments to EBITDA (3) 1,143 977
------- -------
Adjusted EBITDA $ 9,574 $ 7,718
======= =======
</TABLE>
-----------------
(1) Other includes corporate expenses not allocated to the Operating Properties
for both periods presented, which include restructuring expenses of $1.1
million and $1.0 million for the 2000 and 1999 Q3 Periods, respectively.
(2) EBITDA 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.
(3) Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club for
both periods presented; and (ii) exclusion of restructuring expenses for
both periods presented.
OPERATING REVENUES
Total revenues for the Operating Properties were $59.6 million and net operating
revenues were $54.5 million for the 2000 Q3 Period, representing 4.6% and 4.5%
increases, respectively, over total revenues of $57.0 million and net operating
revenues of $52.1 million for the 1999 Q3 Period. Such increases were primarily
due to the improved performance of Fitzgeralds Tunica, which opened a 411-space
covered parking garage in June 2000.
The Company's business can be separated into four operating departments: casino,
food and beverage, rooms and other. Casino revenues for the Operating Properties
represented 77.5% and 77.6% of total revenues for the Operating Properties for
the 2000 and 1999 Q3 Periods, respectively. Casino revenues for the Operating
Properties (of which approximately 85.4% and 84.8% were derived from slot
machine revenues for the 2000 and 1999 Q3 Periods, respectively) increased 4.4%
to $46.2 million for the 2000 Q3 Period from $44.2 million for the 1999 Q3
Period. Casino revenues increased 9.3%, 5.0% and 1.2% at Fitzgeralds Tunica,
Fitzgeralds Black Hawk and Fitzgeralds Reno, respectively. Fitzgeralds Las Vegas
casino revenue decreased 1.7%.
Page 16 of 29
<PAGE> 17
Room revenues for the Operating Properties (9.6% and 9.7% of total revenues for
the Operating Properties for the 2000 and 1999 Q3 Periods, respectively)
increased 3.6% from the 1999 Q3 Period. Fitzgeralds Reno room revenues increased
3.6% due to a combination of a higher average occupancy rate which increased to
96.3% for the 2000 Q3 Period from 95.1% for the 1999 Q3 Period and a higher
average daily rate which increased 1.6% for the 2000 Q3 Period. Room revenues
increased 1.7% at Fitzgeralds Las Vegas due to a combination of a higher average
occupancy rate which increased to 92.9% for the 2000 Q3 Period from 91.8% for
the 1999 Q3 Period and a higher average daily rate which increased 9.9% for the
2000 Q3 Period. At Fitzgeralds Tunica, room revenues increased 5.2% due to the
combination of a higher average daily rate, which increased 5.7% for the 2000 Q3
Period, offset by a lower average occupancy rate which decreased to 92.7% for
the 2000 Q3 Period from 95.0% for the 1999 Q3 Period.
Food and beverage revenues for the Operating Properties (11.0% and 11.1% of
total revenues for the Operating Properties for the 2000 and 1999 Q3 Periods,
respectively) increased 3.5% for the 2000 Q3 Period. Fitzgeralds Tunica,
Fitzgeralds Reno and Fitzgeralds Black Hawk experienced revenue increases of
8.9%, 5.0% and 2.8%, respectively, for the 2000 Q3 Period, as a result of
increases in casino volume. Food and beverage revenues at Fitzgeralds Las Vegas
decreased 2.6%.
Promotional allowances for the Operating Properties increased $0.3 million or
5.5% for the 2000 Q3 Period primarily as a result of increased casino volumes,
as well as additional promotional allowances incurred to meet increased levels
of competition.
OPERATING COSTS AND EXPENSES
Total operating costs and expenses for the Operating Properties increased 1.8%
to $49.8 million for the 2000 Q3 Period from $48.9 million for the 1999 Q3
Period.
Casino expenses for the Operating Properties were $22.6 million for the 2000 Q3
Period, a 10.8% increase from $20.4 million for the 1999 Q3 Period, primarily
due to increases in payroll, complimentary and promotional expenses incurred by
the casino department. Food and beverage expenses for the Operating Properties
decreased 13.6% to $4.0 million for the 2000 Q3 Period from $4.6 million for the
1999 Q3 Period. This decrease is primarily due to the allocation to the casino
department of food and beverage costs associated with complimentary food and
beverage sales. Room expenses for the Operating Properties remained
approximately the same at $3.2 million for the 2000 and 1999 Q3 Periods.
Selling, general and administrative expenses for the Operating Properties
decreased 5.8% to $15.7 million for the 2000 Q3 Period from $16.7 million for
the 1999 Q3 Period, due primarily to decreases in marketing and promotional
expenses. Professional fees and expenses incurred in conjunction with the
ongoing development and negotiation of the Company's restructuring were $1.1
million and $1.0 million, respectively, for the 2000 and 1999 Q3 Periods. Such
expenses also include professional fees and expenses paid by the Company for the
financial and legal advisors to the Committee.
Page 17 of 29
<PAGE> 18
Personnel expenses for the Operating Properties increased 2.3% to approximately
$20.7 million for the 2000 Q3 Period from approximately $20.2 million for the
1999 Q3 Period. Although personnel expenses increased at all Operating
Properties, Fitzgeralds Black Hawk incurred a 7.9% increase as the result of
adjustments in salary levels to attract and retain employees in the highly
competitive Black Hawk labor market, which included two additional casino
openings in the first quarter of 2000.
Marketing expenses for the Operating Properties, which include advertising,
promotional material, special events and the operations of the Fitzgeralds
player-tracking card, decreased $0.7 million or 10.1% for the 2000 Q3 Period.
Depreciation and amortization expenses for the Operating Properties increased
6.8% to $3.8 million for the 2000 Q3 Period from $3.5 million for the 1999 Q3
Period due to the addition of the parking garages at Fitzgeralds Tunica and
Fitzgeralds Reno.
INCOME FROM OPERATIONS
Income from operations for the Operating Properties increased 45.0% to $4.7
million for the 2000 Q3 Period from $3.2 million for the 1999 Q3 Period. This
increase is the result of Company-wide growth in revenues combined with a
significant reduction in marketing and promotional expense. Income from
operations at Fitzgeralds Tunica increased $1.6 million or 116.6% for the 2000
Q3 Period.
NET INTEREST EXPENSE
Interest expense for the Operating Properties (net of interest income),
increased 14.7% to $8.3 million for the 2000 Q3 Period from $7.2 million for the
1999 Q3 Period, primarily due to $1.9 million of additional interest expense
resulting from the default on the Senior Secured Notes. Failure to make the
regularly scheduled interest payment on June 15, 1999 resulted in an increase in
the interest rate of 1.0% to 13.25%, effective June 16, 1999.
NET LOSS
Net loss decreased $0.3 million to $3.7 million in the 2000 Q3 Period compared
to $4.0 million in the 1999 Q3 Period.
THREE QUARTERS ENDED OCTOBER 1, 2000 COMPARISON TO THREE QUARTERS ENDED
OCTOBER 3, 1999
The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the Cumulative
2000 Period and the Cumulative 1999 Period. EBITDA for the Properties was $24.6
million and $22.0 million for the Cumulative 2000 and 1999 Periods,
respectively. 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 $2.9 from
$23.6 million for the
Page 18 of 29
<PAGE> 19
Cumulative 1999 Period to $26.6 million for the Cumulative 2000 Period. For a
definition of EBITDA and Adjustments to EBITDA, see Notes 2 and 3, respectively,
of Statement of Operations Data.
<TABLE>
<CAPTION>
For the Three Quarters Ended
----------------------------
STATEMENT OF OPERATIONS DATA Oct. 1, 2000 Oct. 3, 1999
------------ ------------
(In Thousands)
<S> <C> <C>
Net Operating Revenues:
Fitzgeralds Las Vegas $ 40,082 $ 39,765
Fitzgeralds Tunica 61,319 57,305
Fitzgeralds Reno 32,383 31,559
Fitzgeralds Black Hawk 29,149 27,807
Other 54 -
-------- --------
Total $162,987 $156,436
======== ========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ 300 $ (208)
Fitzgeralds Tunica 7,210 5,283
Fitzgeralds Reno 2,960 2,774
Fitzgeralds Black Hawk 5,228 5,918
Other (1) (2,185) (2,319)
-------- --------
Total Properties 13,513 11,448
Nevada Club (34) (46)
Harolds Club - (34)
-------- -------
Total $ 13,479 $11,368
======== =======
OTHER DATA
EBITDA (2):
Fitzgeralds Las Vegas $ 3,249 $ 2,551
Fitzgeralds Tunica 12,163 9,911
Fitzgeralds Reno 4,758 4,602
Fitzgeralds Black Hawk 6,621 7,241
Other (1) (2,153) (2,288)
-------- -------
Total Properties 24,638 22,017
Nevada Club (34) (46)
Harolds Club - (34)
-------- -------
Total EBITDA 24,604 21,937
Adjustments to EBITDA (3) 1,968 1,711
-------- -------
Adjusted EBITDA $ 26,572 $23,648
======== =======
Net Cash Provided by (Used in) (4):
Operating Activities $ 22,527 $18,532
Investing Activities (10,498) (389)
Financing Activities (646) (9,073)
Depreciation and Amortization 11,125 10,568
Capital Expenditures 10,417 3,098
Earnings to Fixed Charges (5): - -
</TABLE>
Page 19 of 29
<PAGE> 20
------------
(1) Other includes corporate expenses not allocated to the Operating
Properties for both periods presented, which include restructuring
expenses of $1.9 million and $1.6 million for the Cumulative 2000 and 1999
Periods, respectively.
(2) EBITDA 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.
(3) 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 restructuring expenses for
both periods presented.
(4) Includes financial results of (i) Nevada Club for both periods presented
and (ii) Harolds Club for the Cumulative 1999 Period.
(5) 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 $11.2 million and $10.0 million for the Cumulative 2000
and 1999 Periods, respectively.
OPERATING REVENUES
Total revenues for the Operating Properties were $178.8 million and net
operating revenues were $163.0 million for the Cumulative 2000 Period,
representing 4.7% and 4.2% increases, respectively, over total revenues of
$170.7 million and net operating revenues of $156.4 million for the Cumulative
1999 Period.
The Company's business can be separated into four operating departments: casino,
food and beverage, rooms and other. Casino revenues for the Operating Properties
represented 77.6% and 77.7% of total revenues for the Operating Properties for
the Cumulative 2000 and 1999 Periods, respectively. Casino revenues for the
Operating Properties (of which approximately 85.0% and 84.1% were derived from
slot machine revenues for the Cumulative 2000 and 1999 Periods, respectively)
increased 4.6% to $138.8 million for the Cumulative 2000 Period from $132.6
million for the Cumulative 1999 Period. Casino revenues increased 8.8% and 5.2%,
respectively, at Fitzgeralds Tunica and Fitzgeralds Black Hawk primarily due to
a substantial increase in marketing efforts during the first two quarters of the
Cumulative 2000 Period and the opening of a 411-space covered parking garage at
Fitzgeralds Tunica in June 2000. Casino revenues increased 0.7% and 0.3%,
respectively, at Fitzgeralds Las Vegas and Fitzgeralds Reno.
Room revenues for the Operating Properties (9.4% and 9.7% of total revenues for
the Operating Properties for the Cumulative 2000 and 1999 Periods, respectively)
increased 1.7% from the Cumulative 1999 Period. Fitzgeralds Reno room revenues
increased 3.8% due to a combination of a higher average daily rate, which
increased 3.4%, and a higher average occupancy rate, which increased to 91.4%
for the Cumulative 2000 Period from 91.0% for the Cumulative 1999 Period. Room
revenues decreased 0.9% at Fitzgeralds Las Vegas due to a combination of a lower
average occupancy rate, which decreased to 91.9% for the Cumulative 2000 Period
from 93.8%
Page 20 of 29
<PAGE> 21
for the Cumulative 1999 Period, and a 1.8% decrease in the average daily rate
for the Cumulative 2000 Period. At Fitzgeralds Tunica, room revenues increased
2.9% due to a combination of a higher average occupancy rate, which increased to
94.0% for the Cumulative 2000 Period from 93.7% for the Cumulative 1999 Period,
and a higher average daily rate, which increased 2.4% for the Cumulative 2000
Period.
Food and beverage revenues for the Operating Properties (11.1% of total revenues
for the Operating Properties for both the Cumulative 2000 and 1999 Periods)
increased approximately $1.0 million or 5.1% for the Cumulative 2000 Period.
Fitzgeralds Tunica, Fitzgeralds Black Hawk and Fitzgeralds Reno experienced
revenue increases of 9.7%, 6.6% and 5.9%, respectively, as a result of increases
in casino volume, while food and beverage revenues at Fitzgeralds Las Vegas
remained the same.
Promotional allowances for the Operating Properties increased $1.5 million or
10.8% for the Cumulative 2000 Period primarily as a result of increased casino
volumes, as well as additional promotional allowances incurred to meet increased
levels of competition.
OPERATING COSTS AND EXPENSES
Total operating costs and expenses for the Operating Properties increased 3.1%
to $149.5 million for the Cumulative 2000 Period from $145.0 million for the
Cumulative 1999 Period due primarily to increases in marketing and payroll
costs.
Casino expenses for the Operating Properties were $67.1 million for the
Cumulative 2000 Period, a 5.7% increase from $63.5 million for the Cumulative
1999 Period, primarily due to increases in payroll and complimentary expenses
incurred by the casino department. Food and beverage expenses for the Operating
Properties decreased 5.6% to $11.7 million for the Cumulative 2000 Period from
$12.4 million for the Cumulative 1999 Period. This decrease is primarily due to
the allocation to the casino department of food and beverage costs associated
with increases in complimentary food and beverage sales. Room expenses for the
Operating Properties decreased 1.7% to $9.5 million for the Cumulative 2000
Period from $9.6 million for the Cumulative 1999 Period. Selling, general and
administrative expenses for the Operating Properties increased 2.5% to $48.4
million for the Cumulative 2000 Period from $47.2 million for the Cumulative
1999 Period, due primarily to increases in marketing expenses. Professional fees
and expenses incurred in conjunction with the ongoing development and
negotiation of the Company's restructuring were $1.9 million and $1.6 million,
respectively, for the Cumulative 2000 and 1999 Periods. Such expenses also
include professional fees and expenses paid by the Company for the financial and
legal advisors to the Committee.
Personnel expenses for the Operating Properties increased 2.6% to approximately
$62.0 million for the Cumulative 2000 Period from approximately $60.5 million
for the Cumulative 1999 Period. Although personnel expenses increased at all
Operating Properties, except at Fitzgeralds Reno, Fitzgeralds Black Hawk
incurred an 8.7% increase as the result of adjustments in salary levels to
attract and retain employees in the highly competitive Black Hawk labor market,
which included two additional casino openings in the first quarter of 2000.
Page 21 of 29
<PAGE> 22
Marketing expenses for the Operating Properties, which include advertising,
promotional material, special events and the operations of the Fitzgeralds
player-tracking card, increased $1.5 million or 9.1% for the Cumulative 2000
Period. More intensive marketing efforts at Fitzgeralds Black Hawk and
Fitzgeralds Tunica were undertaken in the first two quarters of 2000 in response
to increasing competitive pressures in these markets.
Depreciation and amortization expenses for the Operating Properties increased
5.3% to $11.1 million for the Cumulative 2000 Period from $10.6 million for the
Cumulative 1999 Period due to the addition of the parking garages at Fitzgeralds
Tunica and Fitzgeralds Reno.
INCOME FROM OPERATIONS
Income from operations for the Operating Properties increased 18.4% to $13.5
million for the Cumulative 2000 Period from $11.4 million for the Cumulative
1999 Period.
NET INTEREST EXPENSE
Interest expense for the Operating Properties (net of interest income),
increased 15.4% to $24.6 million for the Cumulative 2000 Period from $21.3
million for the Cumulative 1999 Period, primarily due to $4.8 million of
additional interest expense resulting from the default on the Senior Secured
Notes. Failure to make the regularly scheduled interest payment on June 15, 1999
resulted in an increase in the interest rate of 1.0% to 13.25%, effective June
16, 1999.
NET LOSS
Net loss increased $1.2 million to $11.1 million in the Cumulative 2000 Period
compared to $9.9 million in the Cumulative 1999 Period due to the $4.8 million
increase in interest expense.
LIQUIDITY AND CAPITAL RESOURCES
At October 1, 2000, the Company had unrestricted cash of $33.5 million compared
to $22.1 million at December 31, 1999 and October 3, 1999, respectively. The
Company's primary sources of liquidity and cash flows during the Cumulative 2000
Period were operations of $22.5 million. Net cash used in investing activities
was $10.5 million and $0.4 million for the Cumulative 2000 and 1999 Periods,
respectively. Cash used in the Cumulative 2000 Period included $5.5 million for
the parking garage expansion at Fitzgeralds Tunica, $0.75 million for
acquisition of the parking garage at Fitzgeralds Reno, $0.75 million for
acquisition of property adjacent to Fitzgeralds Black Hawk and approximately
$3.0 million for maintenance capital expenditures at the Operating Properties.
Net cash used in financing activities was $0.6 million and $9.1 million for the
Cumulative 2000 and 1999 Periods, respectively.
The Company's principal sources of capital will consist of cash from operations,
the Credit Facility, to the extent the lender permits the Company to utilize the
Credit Facility while it is in default on its Senior Secured Notes, and vendor
or third party financing of gaming and other
Page 22 of 29
<PAGE> 23
equipment. As of October 29, 2000, the Credit Facility provided for up to $10.0
million for general corporate purposes. The Company believes that it has
adequate sources of liquidity to meet its normal operating requirements.
However, its relatively high degree of leverage had 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 did not see
any way to resolve this problem without restructuring the Company's
indebtedness. 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. The Company has not made the regularly scheduled interest
payments of $12.5 million due and payable on June 15, 1999, December 15, 1999
and June 15, 2000. Under the Note Indenture pursuant to which the Senior Secured
Notes were issued, an Event of Default occurred on July 15, 1999, and is
continuing as of the date hereof. Failure to make the regularly scheduled
interest payment on June 15, 1999 resulted in an interest rate increase of 1.0%
to 13.25%, effective June 16, 1999. An additional $7.0 million of interest
incurred since June 16, 1999 from the default on the Senior Secured Notes has
also not been paid. No action has been taken by either the Indenture Trustee or
holders of at least 25% of the Senior Secured Notes to accelerate the
indebtedness evidenced by the Senior Secured Notes and declare the unpaid
principal and interest to be due and payable. In the event that action is taken
to accelerate the indebtedness, the Company would not have the resources
available to repay such indebtedness. The Company has initiated and is
continuing discussions with representatives of the Committee concerning a
restructuring of the Company's indebtedness and reorganization of the Company
that may include the sale of some or all of the Company's properties. There are
substantial risks associated with any restructuring of the Company's
indebtedness due to the virtual certainty of the necessity for a proceeding
under federal bankruptcy law and for regulatory proceedings under the gaming
laws of Nevada, Mississippi and Colorado to effectively consummate any such
restructuring. 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 or others that may be
required depending on the nature of any plan that is ultimately approved, may be
difficult, if not impossible, to obtain.
A default on the Senior Secured Notes also constitutes a default under the
Credit Facility and, although the Company believes the lending institution will
continue to have adequate security for the Company's obligations thereunder,
there can be no assurance that the lending institution will make additional
advances.
By suspending 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 plan have been and will continue to be substantial. In any event,
there can be no assurance that the Company will be able to successfully
restructure its indebtedness or that its
Page 23 of 29
<PAGE> 24
liquidity and capital resources will be sufficient to maintain its normal
operations or retain its key employees during the restructuring period.
EBITDA AND ADJUSTED EBITDA
The Company's EBITDA was $24.6 million for the Cumulative 2000 Period and $22.0
million for the Cumulative 1999 Period. EBITDA is calculated by adding
depreciation and amortization expenses to income from operations. The Company's
Adjusted EBITDA was $26.6 million for the Cumulative 2000 Period and $23.6
million for the Cumulative 1999 Period. Adjusted EBITDA is determined based on
the adjustments described in Note 3 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 $11.2 million and $10.0
million for the Cumulative 2000 and 1999 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 Operating 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.
Page 24 of 29
<PAGE> 25
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The fair market value of the Company's fixed debt obligations has decreased to
approximately $108.9 million at October 1, 2000 compared to $113.0 million at
December 31, 1999. See Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources.
Page 25 of 29
<PAGE> 26
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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 (the "Bypass")
that will be used to divert rail traffic around the main railroad during
construction. The City of Reno (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 where Fitzgeralds Reno's hotel entrance, valet
parking area and hotel loading zone are situated.
On November 30, 1998, the Company filed a lawsuit against the City 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, 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 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 filed an answer to the Company's lawsuit on January 19, 1999.
Subsequent thereto, George Karadanis and Robert Maloff d/b/a Sundowner Hotel and
Casino (the "Sundowner") were permitted by court order to file a Complaint in
Intervention. Notwithstanding said intervention, on December 22, 1999, the court
granted the City's Motion for Summary Judgment against the Sundowner which
motion was joined in by the Company. The City and the Company have had
settlement discussions; however, there has been no agreement as to a mutually
acceptable resolution. The Company and the City filed post-hearing briefs on
September 15, 2000. It is anticipated that a decision on the merits of the
Company's claims will be made in November 2000.
The Company has received no assurance as to whether or when the City 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.
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OTHER LITIGATION
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, and
elsewhere in this Form 10-Q, the Company is in default on its $205.0 million
Senior Secured Notes. That default resulted in a cross default under the
Company's Credit Facility. See Note 2 of Notes to Condensed Consolidated
Financial Statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations contained elsewhere in this Form 10-Q. As of
June 15, 2000, the last regularly scheduled payment date, the total amount in
arrears on the Senior Secured Notes was $42.8 million.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable. The Company has not held an annual meeting of stockholders or
otherwise submitted any matters to a vote of its stockholders since August 27,
1998, and pending a resolution of its restructuring efforts, has no current
intention to do so.
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. Although much of the forward-looking
information may have become moot with the passage of time, the Form 8-K included
information regarding the Company's initial 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 expenses, 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
risks associated with any restructuring of the Company's indebtedness due to the
virtual certainty of the necessity for a proceeding under federal bankruptcy law
and for regulatory proceedings under the gaming laws of Nevada, Mississippi and
Colorado to effectively consummate any such restructuring. 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
or others that may be required depending on the nature of any plan that is
ultimately approved, may
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<PAGE> 28
be difficult, if not impossible, to obtain. 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.
On June 2, 2000, NCI filed a Voluntary Petition under Chapter 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court, District of Nevada, Case
No. BK-N-00-31582-GWZ. NCI is not a guarantor on the Senior Secured Notes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27(c): Financial Data Schedule
(b) Reports on Form 8-K
None
Page 28 of 29
<PAGE> 29
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: November 13, 2000
FITZGERALDS GAMING CORPORATION
/s/ Michael E. McPherson
---------------------------------
Michael E. McPherson
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer, Principal
Financial Officer and Principal
Accounting Officer)
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