<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2000
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 (IRS Employer Identification Number)
or organization)
</TABLE>
301 FREMONT STREET, LAS VEGAS NV 89101
(Address of principal executive offices) (Zip Code)
(702) 388-2400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period than the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Shares outstanding of each of the registrant's classes of common stock as of
August 11, 2000
<TABLE>
<CAPTION>
Class Outstanding as of August 11, 2000
----- ---------------------------------
<S> <C>
Common stock, $.01 par value 5,508,082
</TABLE>
<PAGE> 2
FITZGERALDS GAMING CORPORATION
FORM 10-Q
INDEX
<TABLE>
<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JULY 2, 2000
(UNAUDITED) AND DECEMBER 31, 1999 4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE QUARTERS AND TWO QUARTERS ENDED JULY 2, 2000 AND JULY
4, 1999 (UNAUDITED) 6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWO
QUARTERS ENDED JULY 2, 2000 AND JULY 4, 1999 (UNAUDITED) 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8
(UNAUDITED)
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
JULY 2, 2000 (UNAUDITED) AND DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS JULY 2, 2000 DEC. 31, 1999
------------ -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 27,630,818 $ 22,115,594
Accounts receivable, net of allowance for doubtful
accounts of $333,013 and $405,003 1,349,262 1,430,030
Inventories 1,555,289 1,771,327
Prepaid expenses:
Gaming taxes 1,790,435 1,379,589
Other 3,007,848 2,858,118
------------ ------------
Total current assets 35,333,652 29,554,658
------------ ------------
PROPERTY AND EQUIPMENT, net 154,934,104 152,017,061
------------ ------------
OTHER ASSETS:
Restricted cash 2,230,000 2,190,000
Debt offering costs 6,629,215 7,394,649
Goodwill, net of accumulated amortization
of $1,022,180 and $843,796 13,156,981 13,335,365
Other assets 2,475,327 2,304,757
------------ ------------
Total other assets 24,491,523 25,224,771
------------ ------------
TOTAL $214,759,279 $206,796,490
============ ============
</TABLE>
(continued)
See Notes to Condensed Consolidated Financial Statements Page 4 of 29
<PAGE> 5
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
JULY 2, 2000 (UNAUDITED) AND DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY JULY 2, 2000 DEC. 31, 1999
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES:
Debt deemed accelerated due to default $ 203,304,068 $ 203,166,582
Current portion of long-term debt 425,539 673,619
Accounts payable 3,714,416 4,552,807
Accrued and other:
Payroll and related 5,648,899 5,184,222
Progressive jackpots 1,000,702 1,230,036
Outstanding chips and tokens 676,036 864,263
Interest 44,140,542 28,456,467
Other 5,240,182 6,603,637
------------- -------------
Total current liabilities 264,150,384 250,731,633
LONG-TERM DEBT, net of current portion and
debt deemed accelerated due to default 2,622,558 598,478
------------- -------------
Total liabilities 266,772,942 251,330,111
------------- -------------
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 $18,992,577 and $16,224,779 recorded at liquidation
preference, net of unamortized offering costs and discount of $5,926,796
and $6,262,268, respectively 33,065,781 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 23,954,220 23,954,220
Accumulated deficit (109,088,744) (98,505,432)
------------- -------------
Total stockholders' deficiency (85,079,444) (74,496,132)
------------- -------------
TOTAL $ 214,759,279 $ 206,796,490
============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 5 of 29
<PAGE> 6
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE QUARTERS AND TWO QUARTERS ENDED JULY 2, 2000 AND JULY 4, 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
QUARTERS ENDED TWO QUARTERS ENDED
------------------------------------ ------------------------------------
July 2, 2000 July 4, 1999 July 2, 2000 July 4, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Casino $ 46,568,853 $ 44,468,653 $ 92,617,300 $ 88,437,070
Food and beverage 6,528,061 6,122,673 13,349,897 12,604,118
Rooms 5,754,019 5,499,382 11,107,065 11,030,756
Other 1,043,707 823,996 2,188,483 1,711,456
------------- ------------- ------------- -------------
Total 59,894,640 56,914,704 119,262,745 113,783,400
Less promotional allowances 5,182,874 4,596,903 10,773,914 9,491,172
------------- ------------- ------------- -------------
Net 54,711,766 52,317,801 108,488,831 104,292,228
------------- ------------- ------------- -------------
OPERATING COSTS AND EXPENSES:
Casino 22,517,044 21,867,361 44,562,750 43,140,100
Food and beverage 3,778,427 3,558,348 7,680,989 7,750,245
Rooms 3,155,906 3,242,418 6,233,327 6,426,891
Other operating expense 551,487 552,702 1,109,164 1,152,132
Selling, general and administrative 16,399,625 15,676,954 32,730,093 30,593,807
Depreciation and amortization 3,665,715 3,519,173 7,353,460 7,036,747
Lease settlement expense -- 32,115 -- 34,061
------------- ------------- ------------- -------------
Total 50,068,204 48,449,071 99,669,783 96,133,983
------------- ------------- ------------- -------------
INCOME FROM OPERATIONS 4,643,562 3,868,730 8,819,048 8,158,245
OTHER INCOME (EXPENSE):
Interest income 239,489 115,585 433,572 168,097
Interest expense (8,348,023) (7,040,952) (16,752,305) (14,243,990)
Interest expense - stockholders -- -- -- (5,420)
Other income (expense) 10,481 (147,989) 19,642 (92,171)
------------- ------------- ------------- -------------
NET LOSS (3,454,491) (3,204,626) (7,480,043) (6,015,239)
PREFERRED STOCK DIVIDENDS AND
ACCRETION OF DISCOUNT (1,580,191) (1,363,821) (3,103,269) (2,678,348)
------------- ------------- ------------- -------------
NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS $ (5,034,682) $ (4,568,447) $ (10,583,312) $ (8,693,587)
============= ============= ============= =============
LOSS PER COMMON SHARE - BASIC $ (0.91) $ (1.14) $ (1.92) $ (2.17)
============= ============= ============= =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,508,082 4,012,846 5,508,082 4,012,846
============= ============= ============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 6 of 29
<PAGE> 7
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWO QUARTERS ENDED JULY 2, 2000 AND JULY 4, 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JULY 2, 2000 JULY 4, 1999
------------ ------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 13,824,567 $ 12,414,822
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 19,937 2,432,516
Acquisition of property and equipment (7,855,280) (2,083,004)
Decrease in restricted cash -- 432,179
------------ ------------
Net cash provided by (used in) investing activities (7,835,343) 781,691
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt offering costs -- (141,928)
Repayment of long-term debt (474,000) (3,523,805)
Dividends to minority stockholders -- (20,449)
------------ ------------
Net cash used in financing activities (474,000) (3,686,182)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 5,515,224 9,510,331
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 22,115,594 13,038,589
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 27,630,818 $ 22,548,920
============ ============
CASH PAID FOR INTEREST $ 165,311 $ 369,051
============ ============
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired through issuance of debt $ 2,250,000 $ 394,602
Accretion of discount on preferred stock 335,470 289,535
Accrual of preferred stock dividends 2,767,799 2,388,813
</TABLE>
See Notes to Condensed Consolidated Financial Statements Page 7 of 29
<PAGE> 8
FITZGERALDS GAMING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying condensed consolidated financial statements of
Fitzgeralds Gaming Corporation (the "Company") as of July 2, 2000 and
for the quarters and two quarters ended July 2, 2000 and July 4, 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 two quarters ended
July 2, 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
the 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 $5.1 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 $0.8 million and $0.7 million for the first two
quarters of 2000 and 1999, respectively. Such costs are reported in the
selling, general and administrative expenses in the Condensed
Consolidated Statements of Operations (Unaudited). 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. The central strategic component of the Company's
proposed restructuring plan involves making substantial capital
expenditures at both its Tunica and Black Hawk properties.
A default on the Senior Secured Notes also constitutes a default under
the Company's $15.0 million 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. This statement
establishes accounting and reporting standards for derivative
instruments and hedging activities and is effective for the Company's
fiscal year ending December 31, 2001. Management believes that adoption
of this statement will not have a material impact on the Company's
financial condition or results of operations.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements ("SAB 101"). SAB 101
Page 9 of 29
<PAGE> 10
clarifies existing accounting principles related to revenue recognition
in financial statements. 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 was 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.
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 July 2, 2000, the Company was
not in compliance with certain covenants (see Note 2).
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 July 2, 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 July 2, 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. At July 2, 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 the balance financed at an
interest rate of 10% with monthly principal and interest payments
Page 10 of 29
<PAGE> 11
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 two quarters ended July 2, 2000 and July 4, 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 559,261 shares of common
stock at prices ranging from $1.00 to $1.10 per share were outstanding
at July 2, 2000 and July 4, 1999, respectively. Warrants to purchase
1,495,236 shares of common stock at $.01 per share were outstanding at
July 4, 1999. Such options and warrants 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
---------------------------
July 2, 2000 July 4, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $ 13,318 $ 12,999
Fitzgeralds Tunica 20,351 18,748
Fitzgeralds Reno 11,653 11,106
Fitzgeralds Black Hawk 9,390 9,465
-------- --------
Total $ 54,712 $ 52,318
======== ========
Income (loss) from operations:
Fitzgeralds Las Vegas $ 91 $ (220)
Fitzgeralds Tunica 1,950 1,672
Fitzgeralds Reno 1,618 1,366
Fitzgeralds Black Hawk 1,588 1,862
Other (594) (769)
-------- --------
Total Properties 4,653 3,911
Nevada Club (9) (10)
Harolds Club -- (32)
-------- --------
Total $ 4,644 $ 3,869
======== ========
</TABLE>
Page 11 of 29
<PAGE> 12
Reconciliation of total business segment operating income to consolidated net
loss before income tax:
<TABLE>
<CAPTION>
For the Quarters Ended
---------------------------------
July 2, 2000 July 4, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Total segment operating income $ 5,247 $ 4,680
Nevada Club (9) (10)
Harolds Club -- (32)
Other (594) (1,766)
Eliminations 1,686 2,514
Interest income 239 116
Interest income - shareholder and intercompany 7,938 7,948
Interest expense (8,348) (7,041)
Interest expense - shareholder and intercompany (7,920) (7,930)
Other expense (1,693) (1,683)
------- -------
Net loss before income tax $(3,454) $(3,205)
======= =======
</TABLE>
<TABLE>
<CAPTION>
---------------------------------
For the Two Quarters Ended
---------------------------------
July 2, 2000 July 4, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Net operating revenues:
Fitzgeralds Las Vegas $ 27,822 $ 27,371
Fitzgeralds Tunica 40,740 38,394
Fitzgeralds Reno 20,720 20,262
Fitzgeralds Black Hawk 19,207 18,265
--------- ---------
Total $ 108,489 $ 104,292
========= =========
Income (loss) from operations:
Fitzgeralds Las Vegas $ 1,000 $ 604
Fitzgeralds Tunica 4,182 3,885
Fitzgeralds Reno 1,365 1,335
Fitzgeralds Black Hawk 3,370 3,630
Other (1,076) (1,228)
--------- ---------
Total Properties 8,841 8,226
Nevada Club (22) (34)
Harolds Club -- (34)
--------- ---------
Total $ 8,819 $ 8,158
========= =========
</TABLE>
Page 12 of 29
<PAGE> 13
Reconciliation of total business segment operating income to consolidated net
loss before income tax:
<TABLE>
<CAPTION>
For the Two Quarters Ended
-----------------------------------
July 2, 2000 July 4, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Total segment operating income $ 9,917 $ 9,454
Nevada Club (22) (34)
Harolds Club -- (34)
Other (1,076) (1,227)
Eliminations 4,079 4,191
Interest income 434 168
Interest income - shareholder and intercompany 16,046 16,157
Interest expense (16,752) (14,244)
Interest expense - shareholder and intercompany (16,010) (16,126)
Other expense (4,096) (4,320)
-------- --------
Net loss before income tax $ (7,480) $ (6,015)
======== ========
</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 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 four Fitzgeralds-brand casino-hotels, in downtown Las Vegas,
Nevada ("Fitzgeralds Las Vegas"), Reno, Nevada ("Fitzgeralds Reno"), Tunica,
Mississippi ("Fitzgeralds Tunica"), and 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 Q2 Period" is defined as the
quarter ended July 2, 2000 and the "1999 Q2 Period" is defined as the quarter
ended July 4, 1999. The "Cumulative 2000 Period" is defined as the two quarters
ended July 2, 2000 and the "Cumulative 1999 Period" is defined as the two
quarters ended July 4, 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 two quarters presented are allocated to each of
the four 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 JULY 2, 2000 COMPARISON TO QUARTER ENDED JULY 4, 1999
The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the 2000 Q2
Period and the 1999 Q2 Period. EBITDA for the Properties was $8.3 million and
$7.4 million for the 2000 and 1999 Q2 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 from $7.9 million for the 1999 Q2 Period
to $8.8 million for the 2000 Q2 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 JULY 2, 2000 JULY 4, 1999
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Net Operating Revenues:
Fitzgeralds Las Vegas $ 13,318 $ 12,999
Fitzgeralds Tunica 20,351 18,748
Fitzgeralds Reno 11,653 11,106
Fitzgeralds Black Hawk 9,390 9,465
-------- --------
Total $ 54,712 $ 52,318
======== ========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ 91 $ (220)
Fitzgeralds Tunica 1,950 1,672
Fitzgeralds Reno 1,618 1,366
Fitzgeralds Black Hawk 1,588 1,862
Other (1) (594) (769)
-------- --------
Total Properties 4,653 3,911
Nevada Club (9) (10)
Harolds Club -- (32)
-------- ---------
Total $ 4,644 $ 3,869
======== ========
</TABLE>
Page 15 of 29
<PAGE> 16
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
---------------------------------
OTHER DATA JULY 2, 2000 JULY 4, 1999
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
EBITDA (2):
Fitzgeralds Las Vegas $ 1,068 $ 697
Fitzgeralds Tunica 3,573 3,216
Fitzgeralds Reno 2,212 1,979
Fitzgeralds Black Hawk 2,049 2,298
Other (1) (584) (760)
------- -------
Total Properties 8,318 7,430
Nevada Club (9) (10)
Harolds Club -- (32)
------- -------
Total EBITDA 8,309 7,388
Adjustments to EBITDA (3) 461 474
------- -------
Adjusted EBITDA $ 8,770 $ 7,862
======= =======
</TABLE>
--------------
(1) Other includes corporate expenses not allocated to the Operating
Properties for both periods presented, which include restructuring
expenses of $0.5 million and $0.4 million for the 2000 and 1999 Q2
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 1999 Q2 Period; and (iii) exclusion of restructuring expenses
for both periods presented.
OPERATING REVENUES
Total revenues for the Operating Properties were $59.9 million and net operating
revenues were $54.7 million for the 2000 Q2 Period, representing 5.2% and 4.6%
increases, respectively, over total revenues of $56.9 million and net operating
revenues of $52.3 million for the 1999 Q2 Period. Such increases were primarily
due to increased spending in promotions and marketing strategies and an
effective guest development program.
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 77.8% and 78.1% of total revenues for the Operating Properties for
the 2000 and 1999 Q2 Periods, respectively. Casino revenues for the Operating
Properties (of which approximately 85.4% and 87.4% were derived from slot
machine revenues for the 2000 and 1999 Q2 Periods, respectively) increased 4.7%
to $46.6 million for the 2000 Q2 Period from $44.5 million for the 1999 Q2
Period. Casino revenues increased 10.8%, 2.1% and 1.8% at Fitzgeralds Tunica,
Fitzgeralds Reno and Fitzgeralds Las Vegas, respectively. Fitzgeralds Black Hawk
casino revenue
Page 16 of 29
<PAGE> 17
decreased 0.5%, primarily as a result of the opening of two additional
competitive Black Hawk casinos in the first quarter of 2000.
Room revenues for the Operating Properties (9.6% and 9.7% of total revenues for
the Operating Properties for the 2000 and 1999 Q2 Periods, respectively)
increased 4.6% from the 1999 Q2 Period. Fitzgeralds Reno room revenues increased
6.6% due to a combination of a higher average occupancy rate which increased to
96.4% for the 2000 Q2 Period from 92.7% for the 1999 Q2 Period and a higher
average daily rate which increased 2.6% for the 2000 Q2 Period. Room revenues
increased 2.7% at Fitzgeralds Las Vegas due to a higher average daily rate which
increased 5.4% for the 2000 Q2 Period, offset by a decrease in the average
occupancy rate to 93.0% for the 2000 Q2 Period from 94.8% for the 1999 Q2
Period. At Fitzgeralds Tunica, room revenues increased 5.2% due to the
combination of a higher average occupancy rate, which increased to 94.3% for the
2000 Q2 Period from 92.6% for the 1999 Q2 Period, and a 3.7% increase in the
average daily rate for the 2000 Q2 Period.
Food and beverage revenues for the Operating Properties (10.9% and 10.8% of
total revenues for the Operating Properties for the 2000 and 1999 Q2 Periods,
respectively) increased 6.6% for the 2000 Q2 Period. Fitzgeralds Tunica and
Fitzgeralds Reno experienced revenue increases of 14.0% and 6.6%, respectively,
for the 2000 Q2 Period, as a result of increases in casino volume. Food and
beverage revenues at Fitzgeralds Black Hawk and Fitzgeralds Las Vegas increased
3.8% and 0.7%, respectively.
Promotional allowances for the Operating Properties increased $0.6 million or
12.7% for the 2000 Q2 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 3.3%
to $50.1 million for the 2000 Q2 Period from $48.4 million for the 1999 Q2
Period due primarily to increases in marketing and gaming tax expenses resulting
from increases in gaming volume.
Casino expenses for the Operating Properties were $22.5 million for the 2000 Q2
Period, a 3.0% increase from $21.9 million for the 1999 Q2 Period, primarily due
to increases in payroll and promotional expenses incurred by the casino
department. Food and beverage expenses for the Operating Properties increased
6.2% to $3.8 million for the 2000 Q2 Period from $3.6 million for the 1999 Q2
Period. Room expenses for the Operating Properties remained approximately the
same at $3.2 million for the 2000 and 1999 Q2 Periods. Selling, general and
administrative expenses for the Operating Properties increased 4.6% to $16.4
million for the 2000 Q2 Period from $15.7 million for the 1999 Q2 Period, due
primarily to increases in marketing and promotional expenses. Professional fees
and expenses incurred in conjunction with the ongoing development and
negotiation of the Company's restructuring were $0.5 million and $0.4 million,
respectively, for the 2000 and 1999 Q2 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 2.7% to approximately
$20.6 million for the 2000 Q2 Period from approximately $20.1 million for the
1999 Q2 Period. Although personnel expenses increased at all Operating
Properties, Fitzgeralds Black Hawk incurred a 7.3% 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, increased $0.7 million or 15.5% for the 2000 Q2 Period.
More intensive marketing efforts were undertaken at Fitzgeralds Black Hawk and
Fitzgeralds Tunica in response to increasing competitive pressures in these
markets.
Depreciation and amortization expenses for the Operating Properties increased
4.2% to $3.7 million for the 2000 Q2 Period from $3.5 million for the 1999 Q2
Period.
INCOME FROM OPERATIONS
Income from operations for the Operating Properties increased 19.9% to $4.7
million for the 2000 Q2 Period from $3.9 million for the 1999 Q2 Period. The
Company continues to increase its promotional and complimentary expenses to meet
the challenges of intense competition.
NET INTEREST EXPENSE
Interest expense for the Operating Properties (net of interest income),
increased 17.0% to $8.1 million for the 2000 Q2 Period from $6.9 million for the
1999 Q2 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 increased $0.4 million to $3.4 million in the 2000 Q2 Period compared
to $3.0 million in the 1999 Q2 Period.
TWO QUARTERS ENDED JULY 2, 2000 COMPARISON TO TWO QUARTERS ENDED JULY 4, 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 $16.2
million and $15.3 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 from $15.9
million for the Cumulative 1999 Period to $17.0 million for the Cumulative 2000
Period. For a definition of
Page 18 of 29
<PAGE> 19
EBITDA and Adjustments to EBITDA, see Notes 2 and 3, respectively, of Statement
of Operations Data.
<TABLE>
<CAPTION>
FOR THE TWO QUARTERS ENDED
-----------------------------------
STATEMENT OF OPERATIONS DATA JULY 2, 2000 JULY 4, 1999
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Net Operating Revenues:
Fitzgeralds Las Vegas $ 27,822 $ 27,371
Fitzgeralds Tunica 40,740 38,394
Fitzgeralds Reno 20,720 20,262
Fitzgeralds Black Hawk 19,207 18,265
--------- ---------
Total $ 108,489 $ 104,292
========= =========
Income (Loss) from Operations:
Fitzgeralds Las Vegas $ 1,000 $ 604
Fitzgeralds Tunica 4,182 3,885
Fitzgeralds Reno 1,365 1,335
Fitzgeralds Black Hawk 3,370 3,630
Other (1) (1,076) (1,228)
--------- ---------
Total Properties 8,841 8,226
Nevada Club (22) (34)
Harolds Club -- (34)
--------- ---------
Total $ 8,819 $ 8,158
========= =========
OTHER DATA
EBITDA (2):
Fitzgeralds Las Vegas $ 2,950 $ 2,428
Fitzgeralds Tunica 7,421 6,967
Fitzgeralds Reno 2,577 2,560
Fitzgeralds Black Hawk 4,302 4,516
Other (1) (1,055) (1,208)
--------- ---------
Total Properties 16,195 15,263
Nevada Club (22) (34)
Harolds Club -- (34)
--------- ---------
Total EBITDA 16,173 15,195
Adjustments to EBITDA (3) 826 734
--------- ---------
Adjusted EBITDA $ 16,999 $ 15,929
========= =========
Net Cash Provided by (Used in) (4):
Operating Activities $ 13,825 $ 12,415
Investing Activities (7,835) 782
Financing Activities (474) (3,686)
Depreciation and Amortization 7,353 7,037
Capital Expenditures (7,855) (2,083)
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 $0.8 million and $0.7 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 $7.5 million and $6.0 million for the Cumulative
2000 and 1999 Periods, respectively.
OPERATING REVENUES
Total revenues for the Operating Properties were $119.3 million and net
operating revenues were $108.5 million for the Cumulative 2000 Period,
representing 4.8% and 4.0% increases, respectively, over total revenues of
$113.8 million and net operating revenues of $104.3 million for the Cumulative
1999 Period. Such increases were primarily due to increased spending in
promotional and marketing strategies and an effective guest development program.
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 77.7% of total revenues for the Operating Properties for both the
Cumulative 2000 and 1999 Periods. Casino revenues for the Operating Properties
(of which approximately 84.8% and 83.7% were derived from slot machine revenues
for the Cumulative 2000 and 1999 Periods, respectively) increased 4.7% to $92.6
million for the Cumulative 2000 Period from $88.4 million for the Cumulative
1999 Period. Casino revenues increased 8.6% and 5.4%, respectively, at
Fitzgeralds Tunica and Fitzgeralds Black Hawk primarily as the result of a
substantial increase in marketing efforts. Fitzgeralds Las Vegas casino revenue
increased 1.8%, while Fitzgeralds Reno casino revenue decreased 0.2%.
Room revenues for the Operating Properties (9.3% and 9.7% of total revenues for
the Operating Properties for the Cumulative 2000 and 1999 Periods, respectively)
increased 0.7% from the Cumulative 1999 Period. Fitzgeralds Reno room revenues
increased 3.9% due to a 5.8% higher average daily rate, while the average
occupancy rate remained the same at 89.0% for the Cumulative 2000 and 1999
Periods. Room revenues decreased 2.0% at Fitzgeralds Las Vegas due to a decrease
in the average occupancy rate to 91.5% for the Cumulative 2000 Period, from
94.8% for the Cumulative 1999 Period, while the average daily rate increased
3.6% for the Cumulative 2000 Period. At Fitzgeralds Tunica, room revenues
increased 1.6% due to the
Page 20 of 29
<PAGE> 21
combination of a higher average occupancy rate which increased to 94.4% for the
Cumulative 2000 Period from 93.5% for the Cumulative 1999 Period and the average
daily rate increased 0.8% for the Cumulative 2000 Period.
Food and beverage revenues for the Operating Properties (11.2% and 11.1% of
total revenues for the Operating Properties for the Cumulative 2000 and 1999
Periods, respectively) increased approximately $0.7 million or 5.9% for the
Cumulative 2000 Period. Fitzgeralds Tunica, Fitzgeralds Black Hawk, Fitzgeralds
Reno and Fitzgeralds Las Vegas experienced revenue increases of 10.0%, 8.6%,
6.5% and 1.2%, respectively, as a result of increases in casino volume.
Promotional allowances for the Operating Properties increased $1.3 million or
13.5% 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 3.7%
to $99.6 million for the Cumulative 2000 Period from $96.1 million for the
Cumulative 1999 Period due primarily to increases in marketing and payroll
costs.
Casino expenses for the Operating Properties were $44.6 million for the
Cumulative 2000 Period, a 3.3% increase from $43.1 million for the Cumulative
1999 Period, primarily due to increases in payroll and promotional expenses
incurred by the casino department. Food and beverage expenses for the Operating
Properties decreased 0.9% to $7.7 million for the Cumulative 2000 Period from
$7.8 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 3.0% to $6.2 million for the Cumulative 2000
Period from $6.4 million for the Cumulative 1999 Period. Selling, general and
administrative expenses for the Operating Properties increased 7.0% to $32.7
million for the Cumulative 2000 Period from $30.6 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 $0.8 million and $0.7 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 2.7% to approximately
$41.3 million for the Cumulative 2000 Period from approximately $40.2 million
for the Cumulative 1999 Period. Although personnel expenses increased at all
Operating Properties, except at Fitzgeralds Reno, Fitzgeralds Black Hawk
incurred a 9.1% 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, increased $2.2
Page 21 of 29
<PAGE> 22
million or 23.1% for the Cumulative 2000 Period. More intensive marketing
efforts were undertaken at Fitzgeralds Black Hawk and Fitzgeralds Tunica in
response to increasing competitive pressures in these markets.
Depreciation and amortization expenses for the Operating Properties increased
4.5% to $7.4 million for the Cumulative 2000 Period from $7.0 million for the
Cumulative 1999 Period.
INCOME FROM OPERATIONS
Although the Company has found it necessary to increase its promotional and
complimentary expenses to meet the challenges of intense competition, income
from operations for the Operating Properties increased 7.9% to $8.8 million for
the Cumulative 2000 Period from $8.2 million for the Cumulative 1999 Period.
NET INTEREST EXPENSE
Interest expense for the Operating Properties (net of interest income),
increased 15.9% to $16.3 million for the Cumulative 2000 Period from $14.1
million for the Cumulative 1999 Period, primarily due to $2.7 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 $1.6 million to $7.5 million in the Cumulative 2000 Period
compared to $5.9 million in the Cumulative 1999 Period.
LIQUIDITY AND CAPITAL RESOURCES
At July 2, 2000, the Company had unrestricted cash of $27.6 million compared to
$22.1 million at December 31, 1999 and $22.5 million at July 4, 1999. The
Company's primary sources of liquidity and cash flows during the Cumulative 2000
Period were operations of $13.8 million. Net cash used in investing activities
was $7.8 million for the Cumulative 2000 Period compared to net cash provided by
investing activities of $0.8 million for the Cumulative 1999 Period. Cash uses
in the Cumulative 2000 Period included $3.8 million for the parking garage
expansion at Fitzgeralds Tunica and $0.75 million for the acquisition of the
parking garage at Fitzgeralds Reno. Net cash used in financing activities was
$0.5 million and $3.7 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 equipment. The Credit Facility
provides for the Company to use up to $5.0 million for capital projects at
Fitzgeralds Black Hawk and up to $10.0 million for general corporate purposes.
The Company believes that it has adequate sources of liquidity to meet its
normal operating
Page 22 of 29
<PAGE> 23
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 $5.1 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 liquidity and capital resources will be
sufficient to maintain its normal operations or retain its key employees during
the restructuring period.
Page 23 of 29
<PAGE> 24
EBITDA AND ADJUSTED EBITDA
The Company's EBITDA was $16.2 million for the Cumulative 2000 Period and $15.3
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 $17.0 million for the Cumulative 2000 Period and $15.9
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 $7.5 million and $6.0
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 $108.8 million at July 2, 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 have fully briefed the case and
it is anticipated that a decision on the merits of the Company's claims will be
made subsequent to oral argument on the matter, which is scheduled for August
11, 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 $15.0 million Credit Facility. See also 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 the date of this Form 10-Q, 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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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
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 14, 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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