Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1995
----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------- ----------------
Commission file number 1-5440
----------------
AZTAR CORPORATION
- ------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 86-0636534
- ---------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 381-4100
---------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common stock, $.01 par value New York
Preferred share purchase rights New York
Securities registered pursuant to Section 12(g) of the Act:
None
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 that 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
--- ---
Facing Page (Continued)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant was $289,490,013 at February 22, 1996 and is based on a
closing price of $7.63 and 37,941,024 common shares outstanding.
At February 22, 1996, the registrant had outstanding 38,341,106 shares
of its common stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the registrant's 1996 definitive Proxy
Statement, to be filed with the Commission, is incorporated by reference
into this Form 10-K. The following cross-referenced index details the page
location of such information. All other sections of the 1996 Proxy
Statement are not required in Form 10-K and should not be considered a part
thereof.
Part and Item of the Form 10-K 1996 Proxy Statement
- ------------------------------ --------------------
PART III
--------
ITEM 10. Directors and Executive
- ------- Officers of the Registrant Pages 2 and 3 under
caption "Election of
Directors of the Company"
and page 5 under caption
"Compliance with Section
16(a) of the Exchange Act"
ITEM 11. Executive Compensation Pages 6 through 8 except
- ------- under caption "Board
Compensation Committee
Report"
ITEM 12. Security Ownership of
- ------- Certain Beneficial Owners
and Management Page 4 under captions "5%
Beneficial Owners" and
"Directors and Executive
Officers"
ITEM 13. Certain Relationships
- ------- and Related Transactions Page 5 under caption
"Transactions with
Management and Others"
2
PART I
------
ITEM 1. BUSINESS
- -----------------
Aztar Corporation ("Aztar" or the "Company") was incorporated in Delaware
in June 1989 to operate the gaming business of Ramada Inc. ("Ramada") after
the restructuring of Ramada (the "Restructuring"). The Restructuring
involved the disposition of Ramada's hotel and restaurant businesses with
Ramada's shareholders retaining their interest in the gaming business. As
part of the Restructuring, the gaming business and certain other assets and
liabilities of Ramada were transferred to Aztar, and a wholly-owned
subsidiary of New World Hotels (U.S.A.), Inc. was merged with Ramada (the
"Merger"). In the Merger, each share of Ramada common stock was converted
into the right to receive $1.00 and one share of Aztar common stock. For
accounting purposes Aztar is treated as the continuing accounting entity
that is the successor to the historical Ramada and that has discontinued
the hotel and restaurant businesses.
The Company operates in major domestic gaming markets with casino hotel
facilities in Atlantic City, New Jersey, and in Las Vegas and Laughlin,
Nevada. The Company began operations of riverboat casinos on April 28,
1995 in Caruthersville, Missouri, and on December 7, 1995, in Evansville,
Indiana. The strategy at the Company's land-based facilities has been to
develop facilities with distinctive themes for the demographics of each
particular market and provide a full entertainment experience to attract
gaming patrons. The Company's riverboat casinos share a common theme and
brand. The Company's product concept is "the creation of fun, fantasy,
excitement and entertainment" in a casino gaming environment. While the
Company markets to the full spectrum of casino players, its focus is on the
middle and high end of the market.
The Company uses a database marketing system to create a loyal following of
repeat customers. This marketing approach, which is based on a combination
of computerized card reader technology and a "frequent flier" marketing
concept, allows the Company to direct its marketing costs and to optimize
the profit contribution of its targeted casino patrons.
TROPWORLD
TropWorld Casino and Entertainment Resort has a Boardwalk nostalgia theme.
The TropWorld complex encompasses 10 acres and has 220 yards of ocean beach
frontage along the Boardwalk in Atlantic City. TropWorld's 92,191-square-
foot casino contains 2,948 slot machines and 107 table games. The
TropWorld complex contains 1,020 hotel rooms, 80,000 square feet of
meeting, convention and banquet space, a 1,700-seat theatrical showroom
(the largest in Atlantic City) and parking facilities for approximately
3,000 vehicles. There is a wide variety of food and beverage facilities at
TropWorld, including gourmet restaurants and several medium-priced
restaurants. Recreational facilities at TropWorld include indoor and
outdoor swimming pools, tennis courts, a health and fitness club and a
jogging track.
The Company commenced construction in February 1995 on an expansion of
TropWorld that is scheduled to open in May 1996. The expansion will
consist primarily of a new 604-room hotel tower, resulting in a total of
1,624 hotel rooms. Other modifications and enhancements at TropWorld have
been timed to complement the new tower. Extensive renovation and upgrading
of the existing rooms began in October 1995 and will be completed by the
3
time the new tower opens; a new beach-front buffet and high-volume express-
food restaurant opened in December 1995; a new and expanded coffee shop
will open in March 1996; and an elegant new hotel lobby and front desk will
open in a new location in April 1996. In addition, a brand new casino
floor entrance, a new baccarat room, a new Oriental games room, a unique
premium table player hotel entrance and lounge, and a concierge floor with
very large penthouse suites on the top floor of the new tower will all open
in May 1996. Upon completion of this project, TropWorld will have 3,100
slot machines and 105 table games.
With these additions, TropWorld will become the largest and most
diversified casino entertainment facility in Atlantic City, enabling the
casino to broaden its market beyond its traditional "high end of the
middle" market base to the upper end of the market, not only in slots but
especially in table games.
TROPICANA
Tropicana Resort and Casino is located on a 34-acre site on the southeast
corner of Las Vegas Boulevard (the "Strip") and Tropicana Avenue in Las
Vegas, Nevada. The Tropicana casino occupies 45,000 square feet and
contains 1,751 slot machines and 50 table games. Tropicana has a tropical
island theme and is promoted as The Island of Las Vegas. It has one of the
world's largest swimming pools and a five-acre water park and tropical
garden area. The main entrance and building facade create a colorful
Caribbean Village motif and the tropical theme is apparent in the decor of
the property, which includes a large collection of tropical birds and fish.
Tropicana has 1,908 hotel rooms and suites and approximately 100,000 square
feet of convention and exhibit space. Tropicana offers its guests a
variety of entertainment including laser light shows, a comedy club, lounge
shows and the Folies Bergere revue, which is the longest-running production
show in Las Vegas.
Tropicana is located at an intersection which is referred to as The New
Four Corners of Las Vegas. There are three other major casino hotel
properties located at this intersection, two of which, Excalibur and MGM
Grand, are open and operating, and the other, New York-New York is under
construction and expected to open in 1996. In addition, there are two
major casino hotels located near the intersection. Luxor, just south of
the intersection, is open and operating, and Monte Carlo, just north of the
intersection, is under construction and expected to open in 1996. There
has been an increase in the visitor traffic around Tropicana since the
opening of Luxor and MGM Grand in 1993. Pedestrian traffic at the
intersection has been made faster, safer and more convenient as a result of
pedestrian skywalks. The skywalks connect the four corners of the
intersection and have elevators and escalators set back from all four
corners. The Company has an additional pedestrian bridge connecting one of
the skywalks directly to the Tropicana casino.
A number of improvements are being made at the Tropicana to reestablish its
traditional leadership position in the high-end table games market. The
improvements in the facilities include reorienting the layout and
modernizing the look of the casino in keeping with its tropical island
theme, upgrading the premium slot player area, expanding the baccarat room
4
and refurbishing the property's large suites. The Company's intent is to
make the Tropicana more attractive for our target audiences and take
advantage of even more walk-in customers available to the Tropicana as a
result of the 1996 property openings. The modifications have already begun
and will be largely completed by midyear 1996.
Management believes that the properties opening in 1996 will stimulate
additional walk-in traffic that provides increased opportunities for
Tropicana to attract its target customers and retain them through the
Company's database marketing system. There can be no assurance, however,
that the increased competition from these properties will not have an
adverse effect on Tropicana.
RAMADA EXPRESS
Ramada Express Hotel and Casino is located on 28 acres in Laughlin, Nevada.
Laughlin is situated on the Colorado River at Nevada's southern tip. The
facility features a Victorian-era railroad theme, including a train that
carries guests between the parking areas and the casino hotel. Ramada
Express has 1,500 hotel rooms; a 50,000-square-foot casino containing 1,670
slot machines and 36 table games; a 1,100-vehicle parking garage;
additional surface parking for 1,200 vehicles; three restaurants and a
lounge; and special event and retail space.
CASINO AZTAR CARUTHERSVILLE
The Company began operations of Casino Aztar in Caruthersville, Missouri on
April 28, 1995. Caruthersville is located on the Mississippi River
approximately 90 miles north of Memphis, Tennessee. Approximately 2.2
million people live within 100 miles of Caruthersville.
The "City of Caruthersville" casino riverboat has an approximate 14,000-
square-foot casino with 445 slot machines and 27 table games and had an
initial capacity of 600 passengers plus crew. In December 1995, the
Company in coordination with the U.S. Coast Guard made modifications to the
riverboat and increased capacity to 800 passengers plus crew in order to
alleviate capacity constraints on weekends. The facilities also include a
barge at river's edge for passenger boarding and disembarking. A pavilion
for ticketing and pre-boarding facilities, including a restaurant, a sports
lounge, a snack bar, and other amenities was opened in July 1995.
CASINO AZTAR EVANSVILLE
On December 7, 1995, the Company commenced operations of a riverboat casino
in Evansville, Indiana. Casino Aztar, featuring the "City of Evansville"
casino riverboat, is Indiana's first riverboat casino. Evansville, on the
Ohio River in southwestern Indiana, is a market of 650,000 persons within
50 miles, 2.5 million persons within 100 miles, including part of the
metropolitan Louisville, Kentucky area, and more than 3 million persons
within 120 miles. The Evansville casino is projected to have 2.3 million
visitors annually until additional competition emerges for the Louisville
market.
The "City of Evansville" casino riverboat is a replica of the historic
"Robert E. Lee" racing sidewheel steamboat. The casino riverboat is 310
feet long and 70 feet wide, with a capacity of 2,500 passengers plus a crew
5
of 300. The casino contains 1,267 slot machines and 70 table games. The
project opened utilizing temporary facilities that included surface parking
and a 13,000-square-foot pavilion for passenger ticketing and related
services. A 250-room hotel; "Riverfront Pavilion", an entertainment
complex for pre-boarding facilities, restaurants, lounge and retail shops;
parking facilities for more than 1,600 vehicles and other amenities are
under construction and scheduled for completion by December 1996.
FUTURE DEVELOPMENTS
During 1995, the number of new jurisdictions considering the legalization
of gaming significantly decreased compared to the number during 1990 to
1994. However, the Company is continuing its efforts to explore
opportunities in new jurisdictions considering gaming and in existing
gaming jurisdictions where the potential markets meet the Company's
standards for sound, meaningful long-term opportunities.
COMPETITION AND SEASONALITY
Competition
Although the Company has been able to compete successfully in its gaming
markets in the past, there can be no assurance that the Company will be
able to continue to compete successfully in these markets.
The Company faces intense competition in each of the markets in which its
land-based gaming facilities are located from other companies in the gaming
industry, some of which have significantly greater financial resources than
the Company. Such competition results, in part, from the geographic
concentration of competitors. All of the Company's land-based casinos
primarily compete with other casinos in their immediate geographic area.
The Company's riverboat casinos primarily compete with other riverboat
casinos in nearby states and in the case of the Caruthersville operation
with riverboat casinos in other cities of Missouri. The Evansville
operation will be competing with other riverboat casinos in Indiana when
they become operational. All of the Company's casinos compete to a lesser
extent with casinos in other locations, including Native American lands and
on cruise ships, and with other forms of legalized gaming in the United
States, including state-sponsored lotteries, off-track wagering and card
parlors. Several states have considered legalizing casino gaming and
others may do so in the future. Legalization of large-scale, unlimited
casino gaming in or near any major metropolitan area or increased gaming in
other areas could have an adverse economic impact on the business of any or
all of the Company's gaming facilities.
As of December 28, 1995, there were 11 casino hotel facilities operating in
Atlantic City in competition with TropWorld. Although no new casinos have
been opened in Atlantic City since April 1990, many of the existing casinos
have increased their gaming capacities in 1994 and 1995. In addition,
certain expansions have been announced for 1996. Two other companies have
announced a desire to open casino hotels in the future. The addition of
new casino hotels in the Atlantic City market could have the effect of
expanding the market or they could increase competition for the existing
market. In 1992, the Mashantucket Pequot Indian tribe began operating the
Foxwoods High Stakes Casino and Bingo Hall, one of the largest casinos in
the United States, in Ledyard, Connecticut. The adoption of legislation
6
approving casino gaming in any jurisdiction near New Jersey, particularly
Delaware, Maryland, New York or Pennsylvania, could have a material adverse
effect on the Atlantic City market, depending on the form and scope of such
gaming.
Since the Mirage opened in late 1989, there have been four other major
casino hotels opened on the Las Vegas Strip. In addition, casino hotels
have opened or have been expanded in other parts of Las Vegas or near Las
Vegas. Downtown Las Vegas has added the "Fremont Street Experience" that
provides a cover for the street and light show in order to attract
customers. Two major casino hotels on the Las Vegas Strip are under
construction and expected to open in 1996 and two others have been
announced for later openings. Development is also expected to occur
sometime in the future on the Las Vegas Strip to the south of Tropicana.
The experience through 1995 has been that these new developments have
expanded the Las Vegas market. There can be no assurance, however, that
the increased competition from the new casinos will not have an adverse
effect on Tropicana.
In the Laughlin market, there have been expansions of existing casino
hotels and in February 1995, the Mojave Indian Tribe opened a 300-room
hotel with approximately 25,000 square feet of casino space in Nevada
approximately 8 miles south of Laughlin. The Laughlin market has been
affected by the Native American casinos in Arizona and California and
additional capacity at Stateline, Nevada and on the Boulder Highway in Las
Vegas.
Competition involves not only the quality of casino, room, restaurant,
entertainment and convention facilities, but also room, food and beverage
prices. The level of gaming activity also varies significantly from time
to time depending on general economic conditions, marketing efforts, hotel
occupancies and the offering of special events and promotions. The extent
and quality of complimentary services to attract high-stakes players and,
in Atlantic City, casino customers arriving under bus programs, the
personal attention offered to guests and casino customers, advertising,
entertainment, slot machine pay-out rates and credit policies with respect
to high-stakes players are also important competitive factors. As a
result, operating results can be adversely affected by significant cash
outlays for advertising and promotion and complimentary services to
patrons, the amount and timing of which are partially dictated by the
policies of competitors. If operating revenues are insufficient to allow
management the flexibility to match the promotions of competitors, the
number of the Company's casino patrons may decline, with an adverse effect
on its financial performance.
Seasonality
TropWorld experiences seasonal fluctuations in casino play that management
believes are typical of casino hotel operations in Atlantic City.
Operating results indicate that casino play is seasonally higher during the
months of May through October; consequently the Company's revenues during
the first and fourth quarters have generally been lower than for the second
and third quarters and from time to time the Company has experienced losses
in the first and fourth quarters. Because TropWorld's operating results
are especially dependent upon operations in the summer months, any event
7
that adversely affects the operating results of TropWorld during such
period could have a material adverse effect on the Company's operations and
financial condition. Given Atlantic City's location, it is also subject to
occasional adverse weather conditions such as storms and hurricanes that
would impede access to Atlantic City, thus adversely impacting operations.
The gaming markets in Las Vegas and Laughlin experience a slight decrease
in gaming activity in the hot summer months and during the holiday period
between Thanksgiving and Christmas. Since the Company's casino riverboats
just opened in 1995, there has not been a full year's operating experience
to substantiate seasonality; however, the Company expects that casino
revenues will be higher in the spring and summer months than in the fall
and winter months.
CREDIT POLICY AND CONTROL PROCEDURES
As is customary in the gaming industry and necessitated by competitive
factors, the Company's gaming activities are conducted on a credit as well
as a cash basis, except in Missouri, which prohibits gaming on a credit
basis. Credit policies vary widely from one operator to another and are
largely dependent on the profile of the targeted customers. Table games
players, for example, are typically extended more credit than slot players,
and high-stakes players are typically extended more credit than patrons who
tend to wager lower amounts. The Company currently markets to customers in
all gaming segments; however, its credit policy will vary from facility to
facility based upon the various types of customers at each facility.
Gaming debts are legally enforceable under the current laws of Indiana, New
Jersey and Nevada; it is not clear, however, that all other states will
honor these policies. The uncollectibility of gaming receivables could
have a material adverse effect on results of operations. Provisions for
estimated uncollectible gaming receivables have been made in order to
reduce gaming receivables to amounts deemed to be collectible.
Gaming operations at the casinos are subject to risk of substantial loss as
a result of employee or patron dishonesty, credit fraud or illegal slot
machine manipulation. The Company has in place stringent control
procedures to minimize such risks; however, there can be no assurance that
losses will not occur. Current controls include supervision of employees,
monitoring by electronic surveillance equipment and use of two-way mirrors.
In New Jersey, the Company's activities are observed and monitored on an
ongoing basis by agents of both the New Jersey Casino Control Commission
(the "New Jersey Commission") and the New Jersey Division of Gaming
Enforcement (the "New Jersey Division"), each of which maintains a staff on
the premises of TropWorld. Similarly, in Nevada the Company's gaming
subsidiaries must comply with certain regulatory requirements concerning
casino and game security and surveillance, and the gaming operations of
Tropicana and Ramada Express are subject to routine audit and supervision
by agents of the Nevada State Gaming Control Board (the "Nevada Board").
In Missouri and Indiana, the Company's casino riverboat operations are
subject to the control procedures of the Missouri Gaming Commission and the
Indiana Gaming Commission, respectively. The Missouri Gaming Commission
maintains a staff at Casino Aztar Caruthersville and the Indiana Gaming
Commission maintains a staff at Casino Aztar Evansville.
8
REGULATION
General
Regulatory aspects of the gaming business are pervasive in nature and the
following description should not be construed as a complete summary of all
the regulatory requirements faced by the Company. Gaming authorizations,
once obtained, can be suspended or revoked for a variety of reasons. If
the Company were ever precluded from operating one of its gaming
facilities, it would, to the extent permitted by law, seek to recover its
investment by sale of the property affected, but there can be no assurance
that the Company would recover its full investment. In addition, the
Nevada Gaming Commission (the "Nevada Commission") and the New Jersey
Commission have the authority to require a holder or beneficial owner of
the Company's securities to be found to be suitable or to qualify under
applicable laws or regulations.
From time to time, legislative and regulatory changes are proposed that
could be adverse to the Company. In addition, from time to time,
investigations are conducted relating to the gaming industry. TropWorld,
Casino Aztar Caruthersville and Casino Aztar Evansville are required to
report certain cash transactions to the U.S. Department of the Treasury
pursuant to the Bank Secrecy Act. Violation of the reporting requirements
of the Bank Secrecy Act could result in civil as well as criminal penalties
including fines and/or imprisonment. The State of Nevada has adopted a
regulation similar to the Bank Secrecy Act which requires the Nevada
facilities to document and/or report certain currency transactions to the
Nevada Board. Violation of this regulation could result in action by the
Nevada authorities to fine or revoke, suspend, impose conditions upon or
fail to renew the Nevada facilities' licenses and/or the Company's
licensing approval. These reporting requirements are not expected to have
any adverse effects on the Company's casino operations.
Regulation and Licensing - Nevada
The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) the Nevada Gaming Control Act and the regulations
promulgated thereunder (collectively, "Nevada Act"); and (ii) various local
regulation. The gaming operations of Tropicana and Ramada Express are
subject to the licensing and regulatory control of the Nevada Commission,
the Nevada Board and the Clark County Liquor and Gaming Licensing Board
(the "Clark County Board") (collectively, the "Nevada Gaming Authorities").
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are
concerned with, among other things; (i) the prevention of unsavory or
unsuitable persons from having a direct or indirect involvement with gaming
at any time or in any capacity; (ii) the establishment and maintenance of
responsible accounting practices and procedures; (iii) the maintenance of
effective controls over the financial practices of licensees, including the
establishment of minimum procedures for internal fiscal affairs and the
safeguarding of assets and revenues, providing reliable record keeping and
requiring the filing of periodic reports with the Nevada Gaming
Authorities; (iv) the prevention of cheating and fraudulent practices; and
(v) the provision of a source of state and local revenues though taxation
and licensing fees. Change in such laws, regulations and procedures could
have an adverse effect on the Company.
9
Hotel Ramada of Nevada ("HRN") is the Company's wholly-owned subsidiary
which operates the casino at Tropicana and Ramada Express, Inc. ("Express")
is the Company's wholly-owned subsidiary which operates the casino at
Ramada Express. HRN and Express are both required to be licensed by the
Nevada Gaming Authorities. The gaming licenses require the periodic
payment of fees and taxes and are not transferable. The Company is
registered by the Nevada Commission as a publicly traded corporation
("Registered Corporation") and as such, it is required periodically to
submit detailed financial and operating reports to the Nevada Commission
and furnish any other information which the Nevada Commission may require.
No person may become a stockholder of, or receive any percentage of profits
from, HRN or Express without first obtaining licenses and approvals from
the Nevada Gaming Authorities. The Company, HRN and Express have obtained
from the Nevada Gaming Authorities the various registrations, approvals,
permits and licenses required in order to engage in gaming activities in
Nevada.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, HRN or
Express in order to determine whether such individual is suitable or should
be licensed as a business associate of a gaming licensee. Officers,
directors and certain key employees of HRN and Express must file
applications with the Nevada Gaming Authorities and may be required to be
licensed or found suitable by the Nevada Gaming Authorities. Officers,
directors and key employees of the Company who are actively and directly
involved in gaming activities of HRN and Express may be required to be
licensed or found suitable by the Nevada Gaming Authorities. The Nevada
Gaming Authorities may deny an application for licensing for any cause
which they deem reasonable. A finding of suitability is comparable to
licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant for
licensing or a finding of suitability must pay all the costs of the
investigation. Changes in licensed positions must be reported to the
Nevada Gaming Authorities and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate
position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company, HRN or Express, the companies involved would
have to sever all relationships with such person. In addition, the Nevada
Commission may require the Company, HRN or Express to terminate the
employment of any person who refuses to file appropriate applications.
Determinations of suitability or of questions pertaining to licensing are
not subject to judicial review in Nevada.
The Company, HRN and Express are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material
loans, leases, sales of securities and similar financing transactions by
HRN and Express must be reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by HRN or Express,
the gaming licenses held by HRN or Express could be limited, conditioned,
suspended or revoked, subject to compliance with certain statutory and
10
regulatory procedures. In addition, HRN, Express, the Company and the
persons involved could be subject to substantial fines for each separate
violation of the Nevada Act at the discretion of the Nevada Commission.
Further, a supervisor could be appointed by the Nevada Commission to
operate the Company's Nevada gaming properties and, under certain
circumstances, earnings generated during the supervisor's appointment
(except for the reasonable rental value of the Company's Nevada gaming
properties) could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any gaming license or the appointment of a
supervisor could (and revocation of any gaming license would) materially
adversely affect the Company.
Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the
Company's voting securities determined if the Nevada Commission has reason
to believe that such ownership would otherwise be inconsistent with the
declared policies of the State of Nevada. The applicant must pay all costs
of investigation incurred by the Nevada Gaming Authorities in conducting
any such investigation.
The Nevada Act requires any person who acquires more than 5% of the
Company's voting securities to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than
10% of the Company's voting securities apply to the Nevada Commission for a
finding of suitability within thirty days after the Chairman of the Nevada
Board mails the written notice requiring such filing. Under certain
circumstances, an "institutional investor," as defined in the Nevada Act,
which acquires more than 10%, but not more than 15%, of the Company's
voting securities may apply to the Nevada Commission for a waiver of such
finding of suitability if such institutional investor holds the voting
securities for investment purposes only. An institutional investor shall
not be deemed to hold voting securities for investment purposes unless the
voting securities were acquired and are held in the ordinary course of
business as an institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the members of the
board of directors of the Company, any change in the Company's corporate
charter, bylaws, management, policies or operations of the Company, or any
of its gaming affiliates, or any other action which the Nevada Commission
finds to be inconsistent with holding the Company's voting securities for
investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in
its management, policies or operations; and (iii) such other activities as
the Nevada Commission may determine to be consistent with such investment
intent. If the beneficial holder of voting securities who must be found
suitable is a corporation, partnership or trust, it must submit detailed
business and financial information including a list of beneficial owners.
The applicant is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable.
The same restrictions apply to a record owner if the record owner, after
11
request, fails to identify the beneficial owner. Any stockholder found
unsuitable and who holds, directly or indirectly, any beneficial ownership
of the common stock of a Registered Corporation beyond such period of time
as may be prescribed by the Nevada Commission may be guilty of a criminal
offense. The Company is subject to disciplinary action if, after it
receives notice that a person is unsuitable to be a stockholder or to have
any other relationship with the Company, HRN or Express, the Company (i)
pays that person any dividend or interest upon voting securities of the
Company, (ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person, (iii) pays
remuneration in any form to that person for services rendered or otherwise,
or (iv) fails to pursue all lawful efforts to require such unsuitable
person to relinquish his voting securities for cash at fair market value.
Additionally, the Clark County Board has taken the position that it has the
authority to approve all persons owning or controlling the stock of any
corporation controlling a gaming license.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation such as the Company to file
applications, be investigated and be found suitable to own the debt
security of a Registered Corporation. If the Nevada Commission determines
that a person is unsuitable to own such security, then pursuant to the
Nevada Act, the Registered Corporation can be sanctioned, including the
loss of its approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend, interest,
or any distribution whatsoever; (ii) recognizes any voting right by such
unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to
the unsuitable person by way of principal, redemption, conversion,
exchange, liquidation, or similar transaction.
The Company is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record
holder may be required to disclose the identity of the beneficial owner to
the Nevada Gaming Authorities. A failure to make such disclosure may be
grounds for finding the record holder unsuitable. The Company is also
required to render maximum assistance in determining the identity of the
beneficial owner. The Nevada Commission has the power to require the
Company's stock certificates to bear a legend indicating that the
securities are subject to the Nevada Act. However, to date, the Nevada
Commission has not imposed such a requirement on the Company.
The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or the proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. On June 21, 1995, the Nevada Commission granted the Company
prior approval to make public offerings for a period of one year, subject
to certain conditions ("Shelf Approval"). However, the Shelf Approval may
be rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Chairman of the Nevada Board. The Shelf
Approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of the
prospectus or the investment merits of the securities offered. Any
representation to the contrary is unlawful.
12
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or
conduct by a person whereby he obtains control, may not occur without the
prior approval of the Nevada Commission. Entities seeking to acquire
control of a Registered Corporation must satisfy the Nevada Board and
Nevada Commission in a variety of stringent standards prior to assuming
control of such Registered Corporation. The Nevada Commission may also
require controlling stockholders, officers, directors and other persons
having a material relationship or involvement with the entity proposing to
acquire control, to be investigated and licensed as part of the approval
process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate
defense tactics affecting Nevada gaming licensees and Registered
Corporations that are affiliated with those operations, may be injurious to
stable and productive corporate gaming. The Nevada Commission has
established a regulatory scheme to ameliorate the potentially adverse
effects of these business practices upon Nevada's gaming industry and to
further Nevada's policy to: (i) assure the financial stability of corporate
gaming operators and their affiliates; (ii) preserve the beneficial aspects
of conducting business in the corporate form; and (iii) promote a neutral
environmental for the orderly governance of corporate affairs. Approvals
are, in certain circumstances, required from the Nevada Commission before
the Company can make exceptional repurchases of voting securities above the
current market price thereof and before a corporate acquisition opposed by
management can be consummated. The Nevada Act also requires prior approval
of a plan of recapitalization proposed by the Company's Board of Directors
in response to a tender offer made directly to the Registered Corporation's
stockholders for the purposes of acquiring control of the Registered
Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations
are conducted. Depending upon the particular fee or tax involved, these
fees and taxes are payable either monthly, quarterly or annually and are
based upon either: (i) a percentage of the gross revenues received; (ii)
the number of gaming devices operated; or (iii) the number of table games
operated. A casino entertainment tax is also paid by HRN and Express where
entertainment is furnished in connection with the selling of food,
refreshments or merchandise in a cabaret, nightclub, cocktail lounge or
casino showroom.
Any person who is licensed, required to be licensed, registered, required
to be registered, or is under common control with such persons (a
"Licensee", or collectively, "Licensees"), and who proposes to become
involved in a gaming venture outside of Nevada is required to deposit with
the Nevada Board, and thereafter maintain, a revolving fund in the amount
of $10,000 to pay the expenses of investigation of the Nevada Board of
their participation in such foreign gaming. The revolving fund is subject
to increase or decrease in the discretion of the Nevada Commission.
Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. A Licensee is also subject to
13
disciplinary action by the Nevada Commission if it knowingly violates any
laws of the foreign jurisdiction pertaining to the foreign gaming
operation, fails to conduct the foreign gaming operation in accordance with
the standards of honesty and integrity required of Nevada gaming
operations, engages in activities that are harmful to the State of Nevada
or its ability to collect gaming taxes and fees, or employs a person in the
foreign operation who has been denied a license or finding of suitability
in Nevada on the ground of personal unsuitability.
The sale of alcoholic beverages is also subject to licensing, control and
regulation by the Clark County Board. All licenses are revokable and are
not transferable. The Clark County Board has full power to limit,
condition, suspend or revoke any such license and any such disciplinary
action could (and revocation would) have a material adverse effect upon the
operations of the Company.
Regulation and Licensing - New Jersey
The ownership and operation of casino hotel facilities and gaming
activities in Atlantic City, New Jersey, are subject to extensive state
regulation under the New Jersey Casino Control Act (the "New Jersey Act")
and the regulations of the New Jersey Commission. In general, the New
Jersey Act and regulations provide for more extensive controls over a
broader scope of gaming-related activities than does the Nevada regulatory
system.
The New Jersey Act and regulations concern primarily the financial
stability and character of casino licensees, their intermediary and holding
companies, their employees, their security holders and others financially
interested in casino operations, the nature of hotel and casino facilities
and a wide range of gaming and non-gaming related operations. The New
Jersey Act and regulations include detailed provisions concerning, among
other things, financial and accounting practices used in connection with
casino operations, residence and equal employment opportunities for
employees of casino operators, contractors for casino facilities and
others; rules of games, levels of supervision of games and methods of
selling and redeeming chips; manner of granting credit, duration of credit
and enforceability of gaming debts; manufacture, distribution and sale of
gaming equipment; security standards, management control procedures,
accounting and cash control methods and reports to gaming authorities;
advertising of casinos and standards for entertainment and distribution of
alcoholic beverages in casinos. A number of these provisions require
practices which are different from those in Nevada and some of them result
in casino operating costs being higher than those in comparable facilities
in Nevada.
The New Jersey Act also established the New Jersey Division to investigate
all license applications, enforce the provisions of the New Jersey Act and
attendant regulations and prosecute all proceedings for violations of the
New Jersey Act and regulations before the New Jersey Commission. The New
Jersey Division also conducts audits and continuing reviews of all casino
operations.
14
Adamar of New Jersey, Inc. ("Adamar"), a wholly-owned subsidiary of the
Company, has been licensed (subject to quadrennial renewal) by the New
Jersey Commission to operate TropWorld. In November 1982, the New Jersey
Commission granted a plenary license to Adamar. In November 1995, the
license was renewed for a period of four years. The Company and Ramada New
Jersey Holdings Corporation ("Holdings"), another of the Company's New
Jersey gaming subsidiaries, have been approved as qualified holding
companies for Adamar's casino license. Officers and directors of the
Company and Adamar and employees who work at casino hotel facilities
operated by Adamar also have been or must be approved or licensed. In
addition, all contracts affecting the facilities have been or must be
approved, and all enterprises that conduct business with Adamar must
register with the New Jersey Commission and those enterprises that conduct
gaming related businesses or that conduct business on a regular and
continuing basis, as defined by the regulations under the New Jersey Act,
must be licensed by the New Jersey Commission.
The New Jersey Commission has broad discretion regarding the issuance,
renewal, revocation and suspension of casino licenses. Casino licenses are
not transferable. A casino hotel facility must also continually satisfy
certain requirements concerning, among other things, the number of
qualifying sleeping units and the relationship between the number of
qualifying sleeping units and the square footage of casino space. The
Company believes that TropWorld continues to meet such requirements.
The New Jersey Act further provides that each person who directly or
indirectly holds any beneficial interest or ownership of the securities
issued by a casino licensee or any of its intermediary or holding
companies, those persons who, in the opinion of the New Jersey Commission,
have the ability to control the casino licensee or its intermediary or
holding companies or elect a majority of the board of directors of said
companies, other than a banking or other licensed lending institution which
makes a loan or holds a mortgage or other lien acquired in the ordinary
course of business, and lenders and underwriters of said companies may be
required to seek qualification from the New Jersey Commission. However,
because the Company is a publicly traded holding company, in accordance
with the provisions of the New Jersey Act, a waiver of qualification may be
granted by the New Jersey Commission, with the concurrence of the Director
of the Division, if it is determined that said persons or entities are not
significantly involved in the activities of Adamar and, in the case of
security holders, do not have the ability to control the Company or elect
one or more of its directors. There exists a rebuttable presumption that
any person holding 5% or more of the equity securities of a casino
licensee's intermediary or holding company or a person having the ability
to elect one or more of the directors of such a company has the ability to
control the company and thus must obtain qualification from the New Jersey
Commission.
Notwithstanding this presumption of control, the New Jersey Act provides
for a waiver of qualification for passive "institutional investors," as
defined by the New Jersey Act, if the institutional investor purchased the
securities for investment purposes only and where such securities
constitute (i) less than 10% of the equity securities of a casino
licensee's holding or intermediary company or (ii) debt securities of a
casino licensee's holding or intermediary company representing a percentage
15
of the outstanding debt of such company not exceeding 20% or a percentage
of any issue of the outstanding debt of such company not exceeding 50%.
The waiver of qualification is subject to certain conditions including,
upon request of the New Jersey Commission, filing a certified statement
that the institutional investor has no intention of influencing or
affecting the affairs of the issuer. Additionally, a waiver of
qualification may also be granted to institutional investors holding a
higher percentage of securities of a casino licensee's holding or
intermediary company upon a showing of good cause.
If the institutional investor is granted such a waiver and subsequently
determines to influence or affect the affairs of the issuer, it must
provide not less than 30 days notice of such intent and file with the New
Jersey Commission an application for qualification before taking any action
which may influence or affect the affairs of the issuer, except that an
institutional investor holding voting securities shall be permitted to vote
on matters put to the vote of the holders of outstanding voting securities.
If an institutional investor that has been granted a waiver subsequently
changes its investment intent, or if the New Jersey Commission finds
reasonable cause to believe that the institutional investor may be found
unqualified, no action other than divestiture shall be taken by the
investor with respect to the security holdings until there has been
compliance with the provisions of the New Jersey Act concerning Interim
Casino Authorization. The provisions of the New Jersey Act concerning
Interim Casino Authorization provide that whenever a security holder of
either equity or debt is required to qualify pursuant to the New Jersey
Act, the security holder shall, within 30 days after the New Jersey
Commission determines that qualification is required or declines to waive
qualification, (i) file a completed application for qualification, along
with an executed and approved Trust Agreement, wherein all securities of
the holding or intermediary company held by that security holder are placed
in trust pending qualification, or (ii) file a notice of intent to divest
itself of such securities as the New Jersey Commission may require so as to
remove the need for qualification, which securities must be divested within
120 days from the date such determination was made.
The New Jersey Act further requires that corporate licensees and their
subsidiaries, intermediaries and holding companies adopt certain provisions
in their certificates of incorporation that require certain remedial action
in the event that an individual owner of any security of such company is
found disqualified under the New Jersey Act. The required certificate of
incorporation provisions vary depending on whether the stock of the company
subject to the requirements of the New Jersey Act is publicly or privately
traded. Pursuant to the New Jersey Act, the certificate of incorporation
of a publicly held company must provide that any securities of such
corporation are held subject to the condition that if a holder is found to
be disqualified by the New Jersey Commission pursuant to the New Jersey Act
such holder shall dispose of his interest in such company. The certificate
of incorporation of a privately held company must create the absolute right
of the company to repurchase at the market price or purchase price,
whichever is the lesser, any security, share or other interest in the
company in the event the New Jersey Commission disapproves a transfer in
accordance with the provisions of the New Jersey Act.
16
The Company is a publicly held company and, accordingly, a provision has
been placed in the Company's Restated Certificate of Incorporation which
provides that a holder of the Company's securities must dispose of such
securities if the holder is found disqualified under the New Jersey Act.
In addition, the Restated Certificate of Incorporation for the Company
provides that the Company may redeem the stock of any holder found to be
disqualified.
If, at any time, it is determined that Adamar has violated the New Jersey
Act or regulations, or if any security holder of the Company, Adamar or
Holdings who is required to be qualified under the New Jersey Act is found
disqualified but does not dispose of the securities, Adamar could be
subject to fines or its license could be suspended or revoked. If Adamar's
license is revoked, the New Jersey Commission could appoint a conservator
to operate and to dispose of any casino hotel facilities of Adamar. Net
proceeds of a sale by a conservator and net profits of operations by a
conservator (at least up to an amount equal to a fair return on Adamar's
investment which is reasonable for casinos or hotels) would be paid to
Adamar.
In addition to compliance with the New Jersey Act and regulations relating
to gaming, any facility built in Atlantic City by Adamar or any other
subsidiary of the Company must comply with the New Jersey and Atlantic City
laws and regulations relating to, among other things, the Coastal Area
Facilities Review Act, construction of buildings, environmental
considerations, operation of hotels and the sale of alcoholic beverages.
The New Jersey Commission is authorized to establish fees for the issuance
or renewal of casino licenses. Yearly casino hotel alcoholic beverage
license fees are payable for each facility in any of five specified
categories in any licensed casino hotel. There is also an annual license
fee on each slot machine. The New Jersey Commission is also authorized by
regulation to establish annual fees for the issuance and renewal of
licenses other than casino licenses.
The New Jersey Act imposes an annual tax of eight percent on gross revenues
(as defined in the New Jersey Act). In addition, casino licensees are
required to invest one and one-quarter percent of gross casino revenues for
the purchase of bonds to be issued by the Casino Reinvestment Development
Authority or make other approved investments equal to that amount; in the
event the investment requirement is not met, the casino licensee is subject
to a tax in the amount of two and one-half percent on gross revenues.
Regulation and Licensing - Missouri
On November 3, 1992, a statewide referendum authorized gaming in the state
of Missouri on the Missouri and the Mississippi Rivers. Local approval
from the home dock municipality, as required by the legislation, was also
obtained from the City of Caruthersville in the November 3, 1992 election.
On April 29, 1993, Missouri enacted revised legislation (the "Missouri
Gaming Law") which amended the existing legislation. The Missouri Gaming
Law established the Missouri Gaming Commission, which is responsible for
the licensing and regulation of riverboat gaming in Missouri and has the
discretion to approve license applications for riverboat gaming facilities.
In July 1993, the Company was chosen by the City of Caruthersville as the
preferred applicant to develop a gaming facility, and on September 20,
1993, the Company, through its subsidiary Aztar Missouri Gaming Corporation
17
("Aztar Missouri"), filed its initial application with the Missouri Gaming
Commission. The Missouri Gaming Commission conducted a formal
investigation of Aztar Missouri's application and granted an owner/operator
gaming license to Aztar Missouri on April 26, 1995.
In a decision handed down on January 25, 1994, the Missouri Supreme Court
held that games of chance were prohibited under the Missouri constitution.
On April 5, 1994, Missouri voters narrowly defeated the adoption of a
constitutional amendment that would have excepted excursion boats and
floating facilities from the constitutional prohibition on lotteries.
Local voters did re-approve gaming in the City of Caruthersville in the
April 5, 1994 election. Following the April 5, 1994 election, the Missouri
legislature amended the existing Missouri Gaming Law to clarify certain
definitions and to resolve some constitutional questions raised in the
Missouri Supreme Court decision. Pursuant to the Missouri Gaming Law, as
revised, the Missouri Gaming Commission has issued eight gaming licenses
throughout the state: one in Caruthersville, two in the St. Louis area,
four in the Kansas City area, and one in St. Joseph.
In a statewide election held on November 8, 1994, Missouri voters approved
the adoption of an amendment to the Missouri Constitution which permits the
legislature to allow games of chance to be conducted on excursion boats and
floating facilities on the Mississippi River and the Missouri River. As a
result of the amendment, full-scale gaming is now available in Missouri.
Opponents of gaming in Missouri have brought several legal challenges to
gaming in the past and may possibly bring similar challenges in the future.
There can be no assurances that any future challenges, if brought, would
not further interfere with full-scale gaming operations in Missouri,
including the operations of Aztar Missouri.
Under the Missouri Gaming Law, the ownership and operation of riverboat
gaming facilities in Missouri are subject to extensive state and local
regulation. Aztar Missouri, any subsidiaries, and certain of its officers
and employees are and will be subject to certain regulations. As part of
the application and licensing process for a gaming license, the applicant
must submit detailed financial, operating and other reports to the Missouri
Gaming Commission. Each applicant has an ongoing duty to update the
information provided to the Missouri Gaming Commission in the application.
Aztar Missouri has frequently updated its application materials since it
was initially licensed. In addition to the information required of the
applicant, directors, officers and other key persons must submit Personal
Disclosure Forms which include detailed personal financial information and
are subject to thorough investigations. In addition, certain officers and
directors of Aztar have submitted Personal Disclosure Forms to the Missouri
Gaming Commission. All gaming employees must obtain an occupational
license issued by the Missouri Gaming Commission.
The operators' licenses are issued through application to the Missouri
Gaming Commission, which requires, among other things, (a) investigations
into an applicant's character, financial responsibility and experience
qualifications and (b) that applicants furnish (i) an affirmative action
plan for the hiring and training of minorities and women and (ii) an
economic development or impact report. License fees are a minimum of
$50,000 for the initial application and $25,000 annually thereafter.
18
Licenses are to last for a term of two years, except that the first license
and subsequent renewal granted to each gaming operator are to be for terms
of one year. Aztar Missouri and its officers and certain employees are in
the process of the first renewal of the owner/operator license and
occupational licenses. In connection with this renewal, certain officers
and directors of Aztar have been requested to submit updated Personal
Disclosure Forms. Aztar Missouri has no reason to believe that these
renewal applications will not be approved. The Missouri Gaming Commission
has begun its investigation of Aztar Missouri's renewal application.
However, there can be no assurance that Aztar Missouri's renewal
application will be approved in a timely manner or at all.
The Missouri Gaming Commission may revoke or suspend gaming licenses and
impose other penalties for violations of the Missouri Gaming Law and the
rules and regulations promulgated thereunder. Penalties include forfeiture
of all gaming equipment used for improper gaming and fines of up to three
times an operator's highest daily gross adjusted receipts during the
preceding twelve months. The gaming licenses may not be transferred nor
pledged as collateral, and the Missouri Gaming Law regulations bar a
licensee from taking any of the following actions without prior approval by
the Missouri Gaming Commission: (a) any individual transfer of an interest
of 5% or greater, either directly or indirectly, in a publicly traded
company which holds a license; (b) distribution of assets in excess of 5%
of accumulated earnings of a licensee to anyone with an ownership interest
in the licensee; or (c) entering into any transaction with a dollar value
in excess of a certain threshold ($500,000 to $1,000,000). The
restrictions on transfer of ownership apply to the Company as well as the
direct licensee, Aztar Missouri.
The bulk of the Missouri administrative rules contains detailed
requirements concerning the operation of a licensed excursion gaming boat
facility. These include a charge of two dollars per gaming customer that
licensees must pay to the Missouri Gaming Commission, minimum payout
requirements, a 20% tax on adjusted gross receipts, prohibitions against
providing credit to gaming customers (except for the use of credit cards
and cashing checks) and a requirement that each licensee reimburse the
Missouri Gaming Commission for all costs of any Missouri Gaming Commission
staff necessary to protect the public on the licensee's riverboat.
Licensees also must submit audited quarterly financial reports to the
Missouri Gaming Commission and pay the associated auditing fees. Other
areas of operation which are subject to regulation under the Missouri rules
are the size, denomination and handling of chips and tokens; the
surveillance methods and computer monitoring of electronic games;
accounting and audit methods and procedures; and approval of an extensive
internal control system. The Missouri rules also require that all of an
operator's purchases must be from suppliers licensed by the Missouri Gaming
Commission.
Although the Missouri Gaming Law provides no limit on the amount of
riverboat space that may be used for gaming, the Missouri Gaming Commission
is empowered to impose such space limitations through the adoption of rules
and regulations. Additionally, United States Coast Guard safety
regulations could affect the amount of riverboat space that may be devoted
to gaming. In addition, the Missouri Gaming Law imposes a $500 loss limit
19
per cruise and requires licensees to maintain scheduled cruises or
excursions with boarding and de-boarding times, regardless of whether a
gaming riverboat actually cruises the river, or has been granted continuous
docking status pursuant to the Missouri Gaming Law, as described below.
With respect to the availability of dockside gaming, which may be more
profitable than cruise gaming, the Missouri Gaming Commission is empowered
to determine on a city and county-specific basis where such gaming is
appropriate and shall be permitted. Dockside gaming in Missouri may differ
from dockside gaming in other states, because the Missouri Gaming
Commission has the ability to require "simulated cruising". This
requirement would permit customers to board dockside riverboats only at
specified times and would prohibit boarding during the period of a
simulated cruise, which is expected to last for two to three hours.
However, customers are permitted to leave the facility at any time. The
Missouri Gaming Commission has authorized seven of eight licensed
facilities to operate all or a portion of their facilities on a
continuously docked basis with a "simulated cruise" schedule. On February
15, 1996, the Commission granted Aztar Missouri the authority to operate
gambling games on part of its floating facility, previously used for non-
gaming activities, such as ticketing, under the continuous docking
provision of the Missouri Gaming Law. The Commission's order does not
affect Aztar Missouri's riverboat facility, the City of Caruthersville,
which does not have the authority to conduct gambling games while
continuously docked.
Regulation and Licensing - Indiana
The ownership and operation of riverboat casinos in certain designated
waters are subject to extensive state regulation under the Indiana
Riverboat Gambling Act (the "Indiana Act") and regulations which the
Indiana Gaming Commission is authorized to adopt under the Indiana Act.
The Indiana Act and the regulations the Indiana Gaming Commission has
adopted to date and is expected to adopt in the future are significant to
the Company's prospects for successfully operating its Evansville, Indiana
based riverboat casino and associated developments.
The Indiana Act extends broad and pervasive regulatory powers and authority
to the Indiana Gaming Commission. The Indiana Gaming Commission took
office in September 1993, and, thus far, its activities have been
predominantly directed toward establishing a regulatory and administrative
infrastructure for licensing of prospective applicants for the limited
number of riverboat owner's licenses authorized by the Indiana Act (five
for operations docking on Lake Michigan, one on a landlocked lake in
Southwestern Indiana and five on the Ohio River, including the Company's
facility in Evansville, Indiana), and on developing systems and "rules of
the game" for the actual operation of riverboat casinos. The Indiana
Gaming Commission has adopted a set of regulations under the Indiana Act
which covers numerous operational matters concerning riverboat casinos
licensed by the Commission and has proposed other rules for adoption. The
regulatory climate in Indiana may be more costly than exists in other
states.
20
Among regulations adopted is one dealing with riverboat excursions, routes
and public safety. The Indiana Act requires licensed riverboat casinos to
be cruising vessels. Another statute and the regulations carry out the
legislative intent with appropriate recognition of public safety needs.
The regulations explicitly preclude "dockside gambling". For purposes of
the regulations, dockside gambling is defined to mean gambling on a vessel
which is permanently moored and not self-propelled and allows unlimited
passenger ingress and egress. Instead, the regulations define the type of
excursions riverboats must conduct based upon location (Lake Michigan or
the Ohio River), weather conditions and other safety factors.
Excursions must have a two- to four-hour duration. An excursion begins at
the time embarkation begins and concludes at the end of disembarkation if
gambling continues during disembarkation. Embarkation and disembarkation
may not exceed thirty minutes each. When the embarkation period ends, a
gangway or its equivalent must be closed so that no further embarkation is
possible.
For Ohio River excursions, such as those the Company is conducting through
its Evansville operation, "full excursions" must be conducted at all times
during a year unless, for safety reasons, a "limited excursion" is
authorized by the master of the riverboat under the regulations. A "full
excursion" is a cruise on the Ohio River; a "limited excursion" is not a
cruise but a simulation where the gangway of a boat is closed with no
further ingress until the end of the designated excursion period.
Passengers may disembark during a limited excursion.
The Indiana Act extends to the master of each licensed riverboat the
discretion to keep the boat docked in circumstances where specific weather
conditions or water conditions present a danger to the riverboat and its
passengers and crew, where the riverboat or docking facility is undergoing
mechanical or structural repair, where water conditions present a danger to
the riverboat, its passengers and crew or to other vessels or where the
master has been notified that a condition exists which would cause a
violation of federal law if the riverboat were to cruise. In those
circumstances, the master may, upon written certification, keep the vessel
docked, and gaming may be conducted without cruising.
The Company, through an Indiana subsidiary, has received from the Indiana
Gaming Commission a riverboat owner's license for the Evansville, Indiana
market. The Company has completed requirements for formal licensing and
commenced operations in Evansville on December 7, 1995. The Ohio River has
waters in both Indiana and Kentucky in the Evansville vicinity. Because
riverboat casino gambling is illegal in Kentucky, authorities of that state
have raised issues about Indiana-licensed riverboats operating in Kentucky
waters. The Company's Evansville riverboat cruises from its dock without
entering Kentucky waters, thereby avoiding those issues.
A riverboat owner's license has an initial effective period of five years
but is subject to an annual renewal requirement. The Indiana Gaming
Commission has broad discretion with respect to the initial issuance of
licenses and also with respect to the renewal, revocation, suspension and
control of riverboat owner's licenses. Officers, directors and principal
21
owners of the actual license holder and employees who are to work on the
riverboat are subject to substantial disclosure requirements as a part of
securing necessary licenses. Significant contracts are subject to
disclosure and approval processes. Suppliers of gaming equipment and
materials must also be licensed under the Indiana Act.
The Indiana Act requires licensees to disclose to the Indiana Gaming
Commission the identity of all 1% or greater owners of public companies.
The Indiana Gaming Commission also requires a broad and comprehensive
disclosure of financial and operating information on licensees and their
principal officers. The Company has provided full information and
documentation to the Indiana Gaming Commission.
In addition to receiving a license to conduct riverboat casino operations
from the Indiana Gaming Commission, the Company has secured permits and
approvals from the United States Army Corps of Engineers to develop the
facilities it is using to conduct operations. The Company has received a
specialized alcoholic beverage permit for riverboat operations. The permit
extends serving privileges far beyond those which otherwise exist under
Indiana law. Permanent landside operations at the Company's hotel
development must secure other alcoholic beverage permits to conduct
operations. All building permits and other approvals for the permanent
facilities have been received, and the project is under construction.
The Indiana Act prescribes a tax on adjusted gross receipts from gambling
games authorized under the Indiana Act at the rate of 20% on adjusted gross
receipts. For this purpose, adjusted gross receipts means the total of all
cash and property received from gaming operations less cash paid out as
winnings and uncollectible gaming receivables. Indiana corporations are
also subject to the Indiana gross income tax, the Indiana adjusted gross
income tax and the Indiana supplemental corporate net income tax.
EMPLOYEES
The Company employs approximately 9,900 people, of which approximately
3,000 employees are represented by unions. Of the approximately 4,200
employees at TropWorld, approximately 1,400 are covered by collective
bargaining contracts. Substantially all of such employees are covered by a
contract that expires in 1999 and a small number are covered by contracts
that expire in 1996. At Tropicana, approximately 1,600 of the 2,600
employees are covered by collective bargaining contracts. Substantially
all of such employees are covered by contracts that expire in 1997 and the
remainder are covered by contracts that expire in 1998, 1999 or 2000. At
Ramada Express there are approximately 1,500 employees, none of which are
covered by collective bargaining agreements. The Company has approximately
1,000 employees and 500 employees, respectively, at Casino Aztar Evansville
and Casino Aztar Caruthersville, none of which are covered by collective
bargaining agreements.
TRADEMARKS
The Company uses a variety of trade names, service marks and trademarks and
believes it has all the licenses necessary to conduct its business. The
Company has registered several service marks and trademarks with the United
States Patent and Trademark Office or otherwise acquired the licenses to
use those which are material to the conduct of the Company's business as a
whole.
22
The Company and Adamar of Nevada are the beneficiaries of an agreement with
Tropicana Enterprises, the owner of certain properties related to
Tropicana, and the Jaffe family regarding the use of the name "Tropicana"
for the operation of a casino hotel in Atlantic City and in connection with
the operation of a casino hotel in New York State (if gaming were to be
authorized in New York State). Pursuant to such agreement, the Company has
registered the name under the Lanham Act. Upon the occurrence of certain
events, the right to use the name reverts to Tropicana Enterprises.
Ramada has licensed the Company to use the name "Ramada" in conjunction
with the operation of Ramada Express, and will not use or permit the use of
the name "Ramada" in Laughlin, Nevada by any other person or entity.
The Company has registered the following important service marks: Aztar,
Trop, TropWorld, Trop Park, TropWorld Casino and Entertainment Resort and
The Island of Las Vegas. The Company believes there are no other
trademarks or service marks the use of which is material to the conduct of
the Company's business as a whole.
ITEM 2. PROPERTIES
- -------------------
TROPWORLD.
TropWorld is located on a 10-acre site in Atlantic City, New Jersey. In
July 1993, TropWorld became wholly owned by the Company.
TROPICANA.
Tropicana is located on a 34-acre site in Las Vegas, Nevada. Tropicana is
owned by Tropicana Enterprises and is leased to HRN, which operates the
casino and hotel under the lease ( the "Tropicana Lease"), which expires in
2011. The Company, through its wholly-owned subsidiary, Adamar of Nevada,
owns a noncontrolling 50% general partnership interest in Tropicana
Enterprises. The remaining 50% general partnership interest in Tropicana
Enterprises is held by various individuals and trusts associated with the
Jaffe family subject to certain preferences on liquidation. The Company
does not have the right to purchase Tropicana from Tropicana Enterprises
and does not have the right to purchase the remaining partnership interest
in Tropicana Enterprises that is not owned by Adamar of Nevada.
RAMADA EXPRESS.
Ramada Express is located on a 28-acre site in Laughlin, Nevada. Ramada
Express is wholly owned by the Company.
CASINO AZTAR CARUTHERSVILLE
Casino Aztar operates on and from a 37-acre site next to the Mississippi
River in downtown Caruthersville, Missouri. The site and facilities are
wholly owned by the Company.
23
CASINO AZTAR EVANSVILLE
Casino Aztar operates on and from a base 8-acre site next to the Ohio River
in downtown Evansville, Indiana. Approximately 4 1/2 acres are leased.
The lease is for 10 years with 3 options to renew for 5 years each. The
remaining approximately 3 1/2 acres are wholly owned by the Company. For
the first year of operation, the Company also owns or leases another
approximate 21 acres for parking purposes.
NEW GAMING JURISDICTIONS
In connection with the Company's development of its business in new
jurisdictions, the Company has an option to purchase land in Bensalem,
Pennsylvania.
GENERAL.
The Company leases its corporate headquarters located in Phoenix, Arizona
and owns or leases certain other facilities which are not material to the
Company's operations.
Substantially all land, casino hotel buildings, casino riverboats,
pavilions, furnishings and equipment owned by the Company are pledged as
collateral under long-term debt agreements.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Company and more than 40 other major casino operators, as well as
various manufacturers and distributors of video poker and electronic slot
machines, have been named as defendants in an action originally filed in
the United States District Court for the Middle District of Florida,
Orlando Division, entitled William H. Poulos, On Behalf of Himself and All
Others Similarly Situated v. Caesars World, Inc., et al., Case No. 94-478-
CIV-ORL-22, filed on April 26, 1994. This action was consolidated with
another subsequently filed action in that court entitled William Ahearn, On
Behalf of Himself and All Others Similarly Situated v. Caesars World, Inc.,
et al., Case No. 94-532-CIV-ORL-22 (the "Actions"). Both Actions were
brought under RICO and state common law and seek compensatory and punitive
damages in excess of $1 billion from the defendants. The complaints allege
that the defendants took part in a scheme intended to induce people to play
video poker and electronic slot machines based on false beliefs concerning
how those machines actually operate as well as the extent to which there is
actually an opportunity to win on any given play. The precise nature of
the Company's alleged role in the alleged fraud and conspiracy to defraud
is not discernible from the complaints.
On December 9, 1994, the Florida Court ordered that the consolidated cases
be transferred to the United States District Court for the District of
Nevada. That transfer has occurred and the Nevada Court has assumed
control of the cases. The new case numbers are CV-S-94-1126-LDG(RJJ) and
CV-S-94-1137-LDG(RJJ). Numerous defendants (including the Company) have
moved to dismiss the complaint for failure to state a claim. No hearing
has been set on this motion. The plaintiffs have filed a motion seeking to
certify the consolidated actions as a class action. The defendants
(including the Company) have opposed certification of the class. No
hearing date has been set on this motion. The parties submitted a joint
24
status report to the Court on January 18, 1995. All discovery has been
stayed by the Court pending the entry of a scheduling order. The
plaintiffs have filed a motion asking the Court to hold a case management
and scheduling conference and to permit discovery to resume. The Company
(and all other defendants) have opposed this motion, and have suggested to
the Court that consideration of the pending motions would be the more
effective means of handling the case, since the granting of the motion to
dismiss would end the case and obviate the need for scheduling or
management of the case. No argument date has been set.
On September 26, 1995, an action entitled Larry Schreier, On behalf of
Himself and All Others Similarly Situated v. Caesars World, Inc., et al.,
Case No. CV-S-95-00923-DWH(RJJ)(the "Schreier Case") was commenced in the
United States District Court for the District of Nevada. The case was
thereafter transferred to Judge Lloyd D. George and assigned the Case No.
CV-S-95-00923-LDG(RJJ). The Schreier Case is identical to Case Nos. CV-S-
94-1126-LDG(RJJ) and CV-S-94-1137-LDG(RJJ)(collectively, the "Poulos/Ahearn
Case") in all material respects, except that the named plaintiff purports
to represent a class of persons somewhat smaller than the class in the
Poulos/Ahearn Case; to wit: (i) all persons who are members of "slot clubs"
and played electronic slot machines; and (ii) all persons who have played
in video poker tournaments. The plaintiffs in the Schreier Case are
represented by the same lawyers who represent the plaintiffs in the
Poulos/Ahearn Case. The defendants (including the Company) have moved to
dismiss the complaint on the same grounds as in the previously described
Poulos/Ahearn case, as well as on the ground that this case was filed for
an improper purpose, an attempt to circumvent prior rulings of the Court in
the Poulos/Ahearn Case. No hearing date has been set on the motion.
Motions have been made by defendants in another related case pending in the
same court entitled Poulos vs. Ambassador Cruise Lines, et al., Case No.
CV-S-95-936-LDG(RLH), to consolidate that case with the Poulos/Ahearn Case.
The Company does not oppose the consolidation of these two cases. The
plaintiff in the Schreier Case has filed a motion to consolidate that case
with the Poulos/Ahearn Case and the Poulos vs. Ambassador Cruise Lines
case. The Court has denied that motion.
Aztar and numerous other major casino operators were named as defendants in
an action filed in late August 1995 in the United States District Court for
the District of New Jersey, Camden Division, entitled Thomas Hyland
(Plaintiff) v. Griffin Investigations, et al., Case No. 95cv2236(JEI). The
Plaintiff seeks certification of the case as a class action, and claims
generally that the treatment of card counters by the defendants is in
violation of the Sherman Act, the Fair Credit Reporting Act and other laws.
Plaintiff did not specify the amount of damages he is seeking. On
November 1, 1995, the Company moved to dismiss the complaint and therefore
has not yet filed an answer. Counsel for Plaintiff has not yet responded
to the Company's motion to dismiss. Pursuant to Local Rule upon perfection
of the motion, it will be submitted to the Court for consideration.
The Company believes that plaintiffs' allegations are without merit, and it
intends to defend the actions vigorously.
25
The Company is a party to various claims, legal actions and complaints
arising in the ordinary course of business or asserted by way of defense or
counterclaim in actions filed by the Company. Management believes that its
defenses are substantial in each of these matters and that the legal
posture of the Company can be successfully defended or satisfactorily
settled without material adverse effect on its consolidated financial
statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
26
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The registrant has elected not to include information concerning its
executive officers in its 1996 Proxy Statement, as allowed by the Proxy
Statement instructions. The registrant relies on General Instruction G(3)
of this report on Form 10-K in presenting the following information on its
executive officers.
Tenure
-----------------
With Present
Name Office Age Company Position
- ------------------- ---------------------------- --- -------- --------
Paul E. Rubeli Chairman of the Board, 52 17 years 4 years
President and Chief
Executive Officer
Robert M. Haddock Executive Vice President 51 15 years 9 years
and Chief Financial
Officer
Nelson W. Armstrong,
Jr. Vice President, 54 23 years 6 years
Administration, and Secretary
Joe C. Cole Vice President, 57 8 years 8 years
Corporate Communications
Meridith P. Sipek Controller 49 18 years 6 years
Neil A. Ciarfalia Treasurer 48 1 year 1 year
Paul E. Rubeli. Mr. Rubeli joined Ramada in 1979 as Group Vice President,
Industrial Operations. He served as Executive Vice President, Gaming, of
Ramada from 1982 to December 1989, when he was appointed President and
Chief Operating Officer, of the Company in the Restructuring. He was
appointed President and Chief Executive Officer in February 1990 and was
appointed Chairman of the Board in addition to his other positions in
February 1992.
Robert M. Haddock. Mr. Haddock joined Ramada in 1980 and held various
positions before becoming Executive Vice President and Chief Financial
Officer in March 1987, serving in that capacity until the Restructuring,
when he assumed the same position with the Company.
Nelson W. Armstrong, Jr. Mr. Armstrong joined Ramada in 1973 as an
accounting supervisor and held various positions on the corporate
accounting staff, serving as Vice President and Controller, of Ramada and
then of the Company after the Restructuring until he was appointed Vice
President, Administration, and Secretary, of the Company in March 1990.
Joe C. Cole. Mr. Cole joined Ramada in March 1988 as Vice President,
Corporate Communications, after having been affiliated with Phoenix
Newspapers Inc. for 26 years as a reporter, columnist and editor. He
became Vice President, Corporate Communications, of the Company in the
Restructuring.
27
EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
- ------------------------------------------------
Meridith P. Sipek. Mr. Sipek joined Ramada's corporate accounting staff in
1977 as a manager and held various positions in corporate and hotel
accounting, serving as Hotel Group Controller, before being named Assistant
Corporate Controller, of Ramada and then of the Company after the
Restructuring. He was appointed Controller, of the Company in March 1990.
Neil A. Ciarfalia. Mr. Ciarfalia joined the Company in 1995 as Treasurer.
Prior to joining the Company, Mr. Ciarfalia spent 11 years with the commercial
aircraft division of Saab-Scania AB. During that time, he served Saab as
President of the various divisional finance companies which arranged or
provided financing for the acquisition of Saab aircraft and related products.
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
Aztar had 11,248 shareholders of record as of February 22, 1996.
The additional information required by this Item 5 is included in this report
on F-17, F-28 and F-39.
ITEMS 6, 7, and 8
- -----------------
The information required by Item 6 is included in this report on F-39; by Item
7, on F-29 through F-38; and by Item 8, on F-1 through F-28.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
None.
PART III
--------
ITEMS 10, 11, 12 and 13
- -----------------------
The information required by Items 10, 11, 12 and 13 is incorporated by
reference to the registrant's definitive Proxy Statement to be filed with the
Commission. A cross-referenced index is located on the facing page of this
report. Information concerning the registrant's executive officers is
presented above under a separate caption in Part I of this report.
28
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
Page No.
--------
(a) 1. Financial Statements:
Report of Independent Accountants F-1
Consolidated Balance Sheets, December 28, 1995 and
December 29, 1994 F-2
Consolidated Statements of Operations for the years ended
December 28, 1995, December 29, 1994 and December 30, 1993 F-4
Consolidated Statements of Cash Flows for the years ended
December 28, 1995, December 29, 1994 and December 30, 1993 F-6
Consolidated Statements of Shareholders' Equity for the
years ended December 28, 1995, December 29, 1994 and
December 30, 1993 F-8
Notes to Consolidated Financial Statements F-10
2. Financial Statement Schedules:
Report of Independent Accountants S-1
II - Valuation and Qualifying Accounts S-2
All other schedules are omitted because the required information
is either presented in the financial statements or notes
thereto, or is not present in amounts sufficient to require
submission of the schedules.
3. Exhibits:
3 Articles of Incorporation and By-Laws *
4 Instruments Defining the Rights of Security
Holders, Including Indentures *
10 Material Contracts *
11 Statement Regarding Computation of Per Share Earnings *
21 Subsidiaries of the Registrant *
23 Consents of Experts and Counsel *
27 Financial Data Schedule *
* See exhibit index at page E-1 of this report for a listing of
exhibits filed with this report and those incorporated by
reference.
All other exhibits have been omitted because the information is
not required or is not applicable.
29
(b) Reports on Form 8-K:
The Company did not file any report on Form 8-K during the
quarter ended December 28, 1995.
For the purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act
of 1933, the undersigned registrant hereby undertakes as follows, which
undertaking shall be incorporated by reference into registrant's
Registration Statements on Form S-8 No. 33-32399 and No. 33-44794
(filed January 5, 1990 and December 24, 1991, respectively):
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AZTAR CORPORATION By ROBERT M. HADDOCK March 21, 1996
----------------- ------------------------- ------------------
Registrant Robert M. Haddock Date
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
PAUL E. RUBELI Chairman of the Board, President March 21, 1996
- ------------------------- and Chief Executive Officer, and ----------------
Paul E. Rubeli Director
ROBERT M. HADDOCK Executive Vice President and March 21, 1996
- ------------------------- Chief Financial Officer, and ----------------
Robert M. Haddock Director
MERIDITH P. SIPEK Controller March 21, 1996
- ------------------------- ----------------
Meridith P. Sipek
JOHN B. BOHLE Director March 21, 1996
- ------------------------- ----------------
John B. Bohle
E. M. CARSON Director March 21, 1996
- ------------------------- ----------------
Edward M. Carson
A. S. GITTLIN Director March 21, 1996
- ------------------------- ----------------
A. Sam Gittlin
JOHN R. NORTON, III Director March 21, 1996
- ------------------------- ----------------
John R. Norton, III
ROBERT S. ROSOW Director March 21, 1996
- ------------------------- ----------------
Robert S. Rosow
R. SNELL Director March 21, 1996
- ------------------------- ----------------
Richard Snell
VESTA VALENTINE TEMEN Director March 21, 1996
- ------------------------- ----------------
Vesta Valentine Temen
TERENCE W. THOMAS Director March 21, 1996
- ------------------------- ----------------
Terence W. Thomas
CARROLL V. WILLOUGHBY Director March 21, 1996
- ------------------------- ----------------
Carroll V. Willoughby 31
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Aztar Corporation
We have audited the consolidated balance sheets of Aztar Corporation and
Subsidiaries as of December 28, 1995 and December 29, 1994, and the related
consolidated statements of operations, cash flows and shareholders' equity
for each of the three years in the period ended December 28, 1995. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Aztar Corporation and Subsidiaries as of December 28, 1995 and
December 29, 1994, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December
28, 1995 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
February 14, 1996
F-1
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 28, 1995 and December 29, 1994
----------------------------------------
(in thousands, except share data)
1995 1994
--------- ---------
Assets
Current assets:
Cash and cash equivalents $ 26,527 $ 43,861
Short-term investments -- 8,250
Accounts receivable, net 21,325 17,391
Refundable income taxes 1,261 723
Inventories 6,591 5,693
Prepaid expenses 9,417 9,992
Deferred income taxes 8,013 7,894
---------- ---------
Total current assets 73,134 93,804
Investments in and advances to unconsolidated
partnership 11,467 12,627
Other investments 27,964 24,928
Property and equipment:
Buildings, riverboats and equipment, net 711,454 635,678
Land 95,589 81,795
Construction in progress 46,102 37,965
Leased under capital leases, net 535 852
---------- ---------
853,680 756,290
Deferred charges and other assets 46,993 27,710
---------- ---------
$1,013,238 $ 915,359
========== =========
The accompanying notes are an integral part of these financial statements.
F-2
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
December 28, 1995 and December 29, 1994
----------------------------------------
(in thousands, except share data)
1995 1994
--------- ---------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accruals $ 60,226 $ 39,447
Accrued payroll and employee benefits 18,012 15,467
Accrued interest payable 14,995 13,847
Income taxes payable 2,197 2,608
Current portion of long-term debt 466 666
Current portion of other long-term liabilities 6,172 636
---------- ---------
Total current liabilities 102,068 72,671
Long-term debt 496,439 430,212
Other long-term liabilities 30,699 21,986
Deferred income taxes 18,914 24,411
Contingencies and commitments
Series B ESOP convertible preferred stock
(redemption value $6,114 and $4,900) 5,459 4,711
Shareholders' equity:
Common stock, $.01 par value (38,265,813
and 37,459,228 shares outstanding) 422 414
Paid-in capital 352,221 347,284
Retained earnings 24,922 30,555
Less: Treasury stock (17,027) (16,885)
Unearned compensation (879) --
---------- ---------
Total shareholders' equity 359,659 361,368
---------- ---------
$1,013,238 $ 915,359
========== =========
The accompanying notes are an integral part of these financial statements.
F-3
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
-----------------------------------
(in thousands, except per share data)
1995 1994 1993
Revenues --------- --------- ---------
Casino $469,211 $443,392 $439,294
Rooms 40,543 41,514 32,248
Food and beverage 47,343 42,657 36,357
Other 15,772 13,877 10,863
-------- -------- --------
572,869 541,440 518,762
Costs and expenses
Casino 226,239 205,995 219,721
Rooms 24,967 25,268 19,495
Food and beverage 44,320 39,361 34,773
Other 10,250 7,753 6,737
Marketing 57,445 44,494 42,793
General and administrative 50,292 47,895 45,981
Utilities 13,605 13,556 12,328
Repairs and maintenance 20,986 19,905 19,953
Provision for doubtful accounts 3,611 3,102 1,566
Property taxes and insurance 19,927 17,781 16,729
Net rent 11,308 9,951 27,747
Depreciation and amortization 39,494 36,972 32,652
Preopening costs 7,724 -- 868
-------- -------- --------
530,168 472,033 481,343
-------- -------- --------
Operating income 42,701 69,407 37,419
Interest income 3,251 3,139 24,172
Interest expense (51,052) (49,711) (45,363)
-------- -------- --------
Income (loss) before other items, income
taxes and extraordinary items (5,100) 22,835 16,228
Equity in unconsolidated partnership's loss (5,081) (4,169) (3,822)
-------- -------- --------
Income (loss) before income taxes and
extraordinary items (10,181) 18,666 12,406
Income taxes 5,187 (1,862) (1,024)
-------- -------- --------
Income (loss) before extraordinary items (4,994) 16,804 11,382
Extraordinary items -- (2,708) --
-------- -------- --------
Net income (loss) $ (4,994) $ 14,096 $ 11,382
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-4
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
-----------------------------------
(in thousands, except per share data)
1995 1994 1993
-------- -------- --------
Earnings per common and common equivalent
share:
Income (loss) before extraordinary
items $ (.14) $ .42 $ .28
Extraordinary items -- (.07) --
-------- -------- --------
Net income (loss) $ (.14) $ .35 $ .28
======== ======== ========
Earnings per common share assuming full
dilution:
Income (loss) before extraordinary
items * $ .41 $ .27
Extraordinary items * (.07) --
-------- --------
Net income (loss) * $ .34 $ .27
======== ========
Weighted average common shares
applicable to:
Earnings per common and common
equivalent share 39,026 38,196 38,367
Earnings per common share assuming
full dilution * 39,224 39,429
* Anti-dilutive
The accompanying notes are an integral part of these financial statements.
F-5
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
--------------
(in thousands)
1995 1994 1993
---------- ---------- ----------
Cash Flows from Operating Activities
Net income (loss) $ (4,994) $ 14,096 $ 11,382
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 42,808 39,529 34,577
Provision for losses on accounts
receivable 3,611 3,102 1,566
Loss on reinvestment obligation -- 950 991
Interest income -- -- 1,889
Rent expense (636) (5) (880)
Distribution in excess of equity in
income of partnership 1,160 1,149 1,449
Deferred income taxes (5,616) (3,043) (1,280)
Change in assets and liabilities:
(Increase) decrease in accounts
receivable (7,545) (1,577) (1,442)
(Increase) decrease in refundable
income taxes (538) 1,339 --
(Increase) decrease in inventories
and prepaid expenses (516) (1,121) (1,969)
Increase (decrease) in accounts payable,
accrued expenses and income taxes
payable 25,066 1,434 1,955
Other items, net 6,375 5,780 2,087
--------- --------- ---------
Net cash provided by (used in) operating
activities 59,175 61,633 50,325
--------- --------- ---------
Cash Flows from Investing Activities
(Increase) decrease in invested funds 8,250 (8,250) --
Payments received on TropWorld second
mortgage -- -- 24,400
Payments received on other notes receivable 1,009 965 2,191
Reduction in other investments 11,950 -- --
Increase in TropWorld second mortgage -- -- (24,400)
Increase in other notes receivable -- -- (419)
Purchases of property and equipment (135,863) (54,442) (77,804)
Acquisition of AREI/AGP partnership
interests, net of cash acquired -- -- (61,859)
Additions to other long-term assets (28,463) (6,682) (6,391)
--------- --------- ---------
Net cash provided by (used in) investing
activities $(143,117) $ (68,409) $(144,282)
--------- --------- ---------
The accompanying notes are an integral part of these financial statements.
F-6
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
--------------
(in thousands)
1995 1994 1993
--------- --------- ---------
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt $ 83,600 $254,795 $ 35,000
Proceeds from issuance of common stock 1,977 274 2,149
Principal payments on long-term debt (17,837) (231,507) (2,157)
Debt issuance costs (80) (11,473) (969)
Preferred stock dividend (754) (773) (787)
Redemption of preferred stock (298) (230) (131)
-------- -------- --------
Net cash provided by (used in)
financing activities 66,608 11,086 33,105
-------- -------- --------
Net increase (decrease) in cash and
cash equivalents (17,334) 4,310 (60,852)
Cash and cash equivalents at beginning
of year 43,861 39,551 100,403
-------- -------- --------
Cash and cash equivalents at end
of year $ 26,527 $ 43,861 $ 39,551
======== ======== ========
Supplemental Cash Flow Disclosures
Acquisition of AREI/AGP partnership interests:
Working capital, other than cash $ -- $ -- $ 3,370
Notes receivable -- -- 242,605
Building and equipment -- -- (307,582)
Capital lease assets, net -- -- 6,703
Long-term debt -- -- (5,682)
Other long-term liabilities -- -- (1,273)
-------- -------- --------
Net cash used in acquisition -- -- (61,859)
Summary of non-cash investing and
financing activities:
Capital lease obligations incurred
for property and equipment $ 41 $ 75 $ 385
Other long-term liabilities incurred
for deferred charges and other assets 13,400 -- --
Other long-term liabilities incurred
for property and equipment 535 -- --
Tax benefit from stock options
and preferred stock dividend 907 722 431
Issuance of restricted stock 2,189 -- --
Forfeiture of restricted stock 142 -- --
Cash flow during the year for the following:
Interest paid, net of amount capitalized $ 47,758 $ 47,087 $ 43,160
Income taxes paid 471 2,065 1,997
The accompanying notes are an integral part of these financial statements.
F-7
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
-------------
(in thousands)
Unearned
Common Paid-in Retained Treasury Compen-
Stock Capital Earnings Stock sation Total
-------- -------- --------- --------- --------- --------
Balance,
December 31, 1992 $ 410 $344,574 $ 5,787 $(16,885) $ (137) $333,749
Stock options
exercised 4 2,145 2,149
Tax benefit
from stock
options exercised 246 246
Preferred stock
dividend, net of
income tax benefit (610) (610)
Amortization of
unearned
compensation 72 72
Net income 11,382 11,382
-------- -------- -------- -------- -------- --------
Balance,
December 30, 1993 414 346,965 16,559 (16,885) (65) 346,988
Stock options
exercised 274 274
Tax benefit
from stock
options exercised 45 45
Reduction in income
tax valuation
allowance 520 520
Preferred stock
dividend, net of
income tax benefit (620) (620)
Amortization of
unearned
compensation 65 65
Net income 14,096 14,096
-------- -------- -------- -------- -------- --------
Balance,
December 29, 1994 $ 414 $347,284 $ 30,555 $(16,885) $ -- $361,368
======== ======== ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-8
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued)
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
-------------
(in thousands)
Unearned
Common Paid-in Retained Treasury Compen-
Stock Capital Earnings Stock sation Total
------- -------- --------- --------- --------- --------
Balance,
December 29, 1994 $ 414 $347,284 $ 30,555 $(16,885) $ -- $361,368
Stock options
exercised 5 1,972 1,977
Issuance of
restricted stock 3 2,186 (2,189) --
Tax benefit
from stock
options exercised 779 779
Preferred stock
dividend, net of
income tax benefit (639) (639)
Forfeiture of
restricted stock (142) 142 --
Amortization of
unearned 1,168 1,168
compensation
Net income (loss) (4,994) (4,994)
------- -------- -------- -------- -------- --------
Balance,
December 28, 1995 $ 422 $352,221 $ 24,922 $(17,027) $ (879) $359,659
======= ======== ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidated Statements
Aztar Corporation ("Aztar" or the "Company") was incorporated in Delaware
in June 1989 to operate the gaming business of Ramada Inc. ("Ramada") after
the restructuring of Ramada (the "Restructuring"). The Restructuring
involved the disposition of Ramada's hotel and restaurant businesses with
Ramada's shareholders retaining their interest in the gaming business. As
part of the Restructuring, the gaming business and certain other assets and
liabilities of Ramada were transferred to Aztar, and a wholly-owned
subsidiary of New World Hotels (U.S.A.), Inc. was merged with Ramada (the
"Merger"). In the Merger, each share of Ramada common stock was converted
into the right to receive $1.00 and one share of Aztar common stock. For
accounting purposes Aztar is treated as the continuing accounting entity
that is the successor to the historical Ramada and that has discontinued
the hotel and restaurant businesses.
The Company operates casino hotels in Atlantic City, New Jersey, at
TropWorld and in Las Vegas and Laughlin, Nevada, at Tropicana and Ramada
Express, respectively. The Company began operations of casino riverboats
on April 28, 1995, in Caruthersville, Missouri, and on December 7, 1995, in
Evansville, Indiana. A substantial portion of the Company's consolidated
revenues and assets are concentrated at TropWorld.
The consolidated financial statements include the accounts of Aztar and all
of its controlled subsidiaries and partnerships. All subsidiary companies
are wholly owned. In consolidating, all material intercompany transactions
are eliminated. The Company uses a 52/53 week fiscal year ending on the
Thursday nearest December 31, which includes 52 weeks in 1995, 1994 and
1993.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Highly liquid investments purchased with an original maturity of three
months or less are classified as cash equivalents. These instruments are
stated at cost, which approximates fair value because of their short
maturity.
Short-term Investments
Short-term investments purchased with an original maturity of over three
months but less than one year are stated at cost, which approximates fair
value because of their short maturity. Short-term investments at
December 29, 1994, consisted of a bank certificate of deposit.
F-10
Inventories
Inventories, which consist primarily of food, beverage and operating
supplies, are stated at the lower of cost or market value. Costs are
determined using the first-in, first-out method.
Advertising Costs
Costs for advertising are expensed as incurred, except costs for direct-
response advertising, which are capitalized and amortized over the period
of the related program. Direct-response advertising costs consist
primarily of mailing costs associated with direct-mail programs.
Capitalized advertising costs, included in prepaid expenses, were
immaterial at December 28, 1995 and December 29, 1994. Advertising costs
that were expensed during the year were $12,951,000 in 1995, $9,001,000 in
1994 and $8,892,000 in 1993.
Other Investments
The Casino Reinvestment Development Authority ("CRDA") bonds are classified
as held-to-maturity securities and are carried at amortized cost.
Property and Equipment
Property and equipment are stated at cost. During construction, the
Company capitalizes interest and other direct and indirect development
costs. Interest is capitalized monthly by applying the effective interest
rate on certain borrowings to the average balance of expenditures. The
interest that was capitalized during the year was $5,290,000 in 1995,
$2,664,000 in 1994 and $3,491,000 in 1993.
Depreciation and amortization are computed by the straight-line method
based upon the following useful lives: buildings and improvements, 3-40
years; riverboats, barge, docking facilities and improvements, 3-25 years;
furniture and equipment, 3-15 years; and leasehold improvements, shorter of
lease term or asset useful life. Accumulated depreciation and amortization
on buildings, riverboats and equipment was $202,897,000 at December 28,
1995 and $172,812,000 at December 29, 1994.
Improvements, renewals and extraordinary repairs that extend the life of
the asset are capitalized; other repairs and maintenance are expensed. The
cost and accumulated depreciation applicable to assets retired are removed
from the accounts and the gain or loss, if any, on disposition is
recognized in income as realized.
Deferred Charges
Debt issuance costs are capitalized as incurred and amortized using the
interest method. Capitalized debt issuance costs, net of accumulated
amortization of $3,012,000 and $1,147,000, were $15,063,000 and $16,847,000
at December 28, 1995 and December 29, 1994, respectively.
F-11
Costs incurred to obtain initial gaming licenses to operate a casino are
capitalized as incurred and amortized evenly over ten years beginning with
the commencement of operations; subsequent renewal costs are amortized
evenly over the renewal period. Deferred licensing costs consist primarily
of payments or obligations to civic and community organizations, legal and
consulting fees, application and selection fees with associated
investigative costs and direct internal salaries and related costs of
development personnel. Deferred licensing costs in connection with initial
gaming licenses of open and operating locations, net of accumulated
amortization of $1,723,000 and $1,265,000, were $19,951,000 and $1,092,000
at December 28, 1995 and December 29, 1994, respectively.
Preopening costs directly related to the opening of a gaming operation or
major addition to a gaming operation are capitalized as incurred and
expensed in the period the related facility commences operations.
Preopening costs consist primarily of salaries and wages, marketing,
temporary office expenses, professional fees and training costs. There
were no capitalized preopening costs at December 28, 1995. Capitalized
preopening costs were $817,000 at December 29, 1994.
The Company is actively pursuing new development opportunities in certain
gaming jurisdictions, as well as in jurisdictions in which gaming has not
been approved. Development costs associated with these pursuits are
expensed as incurred until such time as a particular opportunity is
determined to be viable, generally when the Company has been selected as
the operator of a new gaming facility, has applied for a gaming license or
has obtained rights to a specific site. Development costs incurred
subsequent to these criteria being met are capitalized. Development costs
consist of deferred licensing costs and site acquisition costs. In
jurisdictions in which gaming has not been approved, only site acquisition
costs are capitalized. In the event a project is later determined not to
be viable or the Company is not licensed to operate a facility at a site,
the capitalized costs related to this project or site would be expensed.
At December 28, 1995 and December 29, 1994, the Company had capitalized
costs of $1,458,000 and $2,856,000, respectively, related to various
development projects. It is reasonably possible that management's estimate
of viability with regard to development projects may change in the near
term.
Equity Instruments
The fair value based method of accounting is used for equity instruments
issued to nonemployees for goods or services. The intrinsic value based
method of accounting is used for stock-based employee compensation plans.
F-12
Revenue Recognition
Casino revenue consists of gaming win net of losses. Revenues exclude the
retail value of complimentary food and beverage, accommodations and other
goods and services provided to customers. The estimated costs of providing
such complimentaries have been classified as casino expenses through
interdepartmental allocations as follows (in thousands):
1995 1994 1993
-------- -------- --------
Rooms $ 19,329 $ 17,767 $ 18,992
Food and beverage 34,369 33,610 33,287
Other 3,894 4,741 6,666
-------- -------- --------
$ 57,592 $ 56,118 $ 58,945
======== ======== ========
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future
tax consequences of events that have been included in the financial
statements or income tax returns. Deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted rates expected to apply to
taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes
the enactment date.
Earnings Per Share
Earnings per common and common equivalent share are computed based on the
weighted average number of common shares outstanding after consideration of
the dilutive effect of restricted stock and stock options. Earnings per
common share, assuming full dilution, are computed based on the weighted
average number of common shares outstanding after consideration of the
dilutive effect of restricted stock, stock options and the assumed
conversion of the preferred stock at the stated rate.
In calculating the 1995, 1994 and 1993 earnings per share for both
computations, dividends of $639,000, $620,000 and $610,000, respectively,
on the Series B ESOP Convertible Preferred Stock are deducted in arriving
at income applicable to the common stock. The 1995, 1994 and 1993
dividends are net of income tax benefits of $128,000, $157,000 and
$185,000, respectively.
Reclassifications
Certain reclassifications have been made in the 1994 Consolidated Balance
Sheet and the 1994 and 1993 Consolidated Statements of Operations in order
to be comparable with the 1995 presentations.
F-13
NOTE 2. CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents, short-term investments, long-term investments and trade
accounts receivable. The Company places its cash and temporary cash
investments with high-credit-quality financial institutions. At times,
such investments may be in excess of the FDIC and SIPC insurance limits.
The Company had certificates of deposit at one financial institution that
were classified as other investments at December 28, 1995 and as short-term
investments at December 29, 1994.
TropWorld has a concentration of credit risk in the northeast region of
the U.S. Approximately 40% of the receivables at the Nevada operations are
concentrated in Asian and Latin American customers and the remainder of
their receivables are concentrated in California and the southwest region
of the U.S. As a general policy, the Company does not require collateral
for these receivables. At December 28, 1995 and December 29, 1994, the net
receivables at TropWorld were $9,503,000 and $7,951,000, respectively, and
the net receivables at Tropicana and Ramada Express combined were
$11,395,000 and $9,394,000, respectively.
An allowance for doubtful accounts is maintained at a level considered
adequate to provide for possible future losses; however, it is reasonably
possible that this estimate could change in the near term. At December 28,
1995 and December 29, 1994, the allowance for doubtful accounts was
$9,905,000 and $10,720,000, respectively.
NOTE 3. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED PARTNERSHIP
The Company's investment in unconsolidated partnership is a noncontrolling
partnership interest of 50% in Tropicana Enterprises, a Nevada general
partnership that owns the real property and certain personal property that
the Company leases in the operation of Tropicana. The Company uses the
equity method of accounting for this investment and in connection with the
lease expensed rents of $17,098,000 in 1995, $15,267,000 in 1994 and
$12,684,000 in 1993, of which 50% was eliminated in consolidation.
F-14
Summarized balance sheet information and operating results for the
unconsolidated partnership are as follows (in thousands):
1995 1994
-------- --------
Current assets $ 835 $ 636
Noncurrent assets 73,440 77,427
Current liabilities 915 983
Noncurrent liabilities 68,845 71,339
1995 1994 1993
-------- -------- --------
Revenues $ 17,166 $ 15,360 $ 12,815
Operating expenses (2,743) (2,748) (2,755)
-------- -------- --------
Operating income 14,423 12,612 10,060
Interest expense (6,323) (4,492) (3,793)
-------- -------- --------
Net income $ 8,100 $ 8,120 $ 6,267
======== ======== ========
The Company's share of the above operating results, after intercompany
eliminations, is as follows (in thousands):
1995 1994 1993
-------- -------- --------
Equity in unconsolidated
partnership's loss $ (5,081) $ (4,169) $ (3,822)
NOTE 4. OTHER INVESTMENTS
At December 28, 1995 and December 29, 1994, other investments consisted of
(in thousands):
1995 1994
-------- --------
CRDA deposits, net of a valuation
allowance of $5,927 and $9,233 $16,596 $22,089
CRDA bonds, net of an unamortized
discount of $1,420 and $1,311 3,118 2,839
Certificate of deposit 8,250 --
------- -------
$27,964 $24,928
======= =======
The Company deposits funds with the CRDA to satisfy a New Jersey assessment
based upon its casino revenues. Deposits with the CRDA bear interest at
two-thirds of market rates resulting in a fair value lower than cost. If
not used for other purposes, the CRDA deposits are used to invest in bonds
issued by the CRDA as they become available that also bear interest at two-
thirds of market rates. The CRDA bonds have various contractual maturities
that range from 29 to 50 years. Actual maturities may differ from
contractual maturities because of prepayment rights.
F-15
The Company has executed an agreement with the CRDA for approximately
$25,000,000 in funding in connection with an expansion project at
TropWorld. Construction of the expansion commenced in February 1995 and is
scheduled for completion in May 1996. The expansion will consist primarily
of a new 604-room hotel tower, with additional restaurant and support
facilities in the existing operation. The Company receives funds from the
CRDA based on expenditures made for the project to the extent that the
Company has available funds on deposit with the CRDA that qualify for this
funding. During 1995, the Company received approximately $11,900,000 in
funding from the CRDA under this agreement. At December 28, 1995, the
Company had approximately $900,000 in available deposits with the CRDA that
qualified. The balance of funding will result from portions of future CRDA
deposits.
The Company has a certificate of deposit which is pledged as collateral for
a $13,450,000 letter of credit. The letter of credit was obtained in
connection with the Company's obligation to make certain payments over the
next five years to the City of Evansville, Indiana as well as other civic
and community organizations. The letter of credit will be reduced as
certain of these payments are made and the collateral will be released as
the letter of credit is reduced below $8,250,000.
NOTE 5. LONG-TERM DEBT
At December 28, 1995 and December 29, 1994, long-term debt included (in
thousands):
1995 1994
-------- --------
11% Senior Subordinated Notes Due 2002; redeemable
beginning October 1, 1997 at 103.143% $200,000 $200,000
13 3/4% Senior Subordinated Notes Due 2004 ($180,000
principal amount, 14% effective interest rate);
redeemable beginning October 1, 1999 at 106.875%;
net of unamortized discount 177,768 177,650
Reducing revolving credit note; floating rate,
8.39% at December 28, 1995; matures December 31, 1999 116,600 50,000
Other notes payable; 7% to 14.6%; maturities to 2002 1,814 2,115
Obligations under capital leases 723 1,113
-------- --------
496,905 430,878
Less current portion (466) (666)
-------- --------
$496,439 $430,212
======== ========
Maturities of long-term debt for the five years subsequent to December 28,
1995 are as follows (in thousands):
Year
1996 $ 466
1997 439
1998 462
1999 403
2000 116,909
F-16
The 11% Senior Subordinated Notes (the "11% Notes") are due on October 1,
2002. Interest on the 11% Notes is payable semiannually on April 1 and
October 1. The 11% Notes are redeemable at the option of the Company, in
whole or in part, on or after October 1, 1997, at prices from 103.143% of
the principal amount plus interest declining to 100% plus interest
beginning October 1, 1999.
The 13 3/4% Senior Subordinated Notes (the "13 3/4% Notes") are due on
October 1, 2004. Interest on the 13 3/4% Notes is payable semiannually on
April 1 and October 1. The 13 3/4% Notes are redeemable at the option of
the Company, in whole or in part, on or after October 1, 1999, at prices
from 106.875% of the principal amount plus interest declining to 100% plus
interest beginning October 1, 2003.
The 11% Notes and 13 3/4% Notes, ranked pari passu, are general unsecured
obligations of the Company and are subordinated in right of payment to all
present and future Senior indebtedness (as defined) of the Company. Upon
change of control of the Company, the holders of the 11% Notes and 13 3/4%
Notes would have the right to require repurchase of the respective notes at
par plus accrued interest. Certain covenants in the 11% Notes and 13 3/4%
Notes limit the ability of the Company to incur indebtedness or engage in
mergers, consolidations or sales of assets.
The reducing revolving credit note (the "Bank Credit Facility") matures on
December 31, 1999. The beginning maximum amount of the Bank Credit
Facility was approximately $207,000,000. The maximum amount of the Bank
Credit Facility reduces quarterly beginning on March 31, 1996 in the annual
amounts of $25,000,000 in 1996 and $35,000,000 in each year thereafter
until maturity. The Bank Credit Facility is collateralized by all the
property of TropWorld, Ramada Express and the riverboat casino operations
and, with certain exceptions, the stock of the Company's subsidiaries.
Interest is computed on the outstanding principal balance based upon, at
the Company's option, a one-, two-, three- or six-month Eurodollar rate
plus a margin ranging from 1.25% to 2.75%, or the prime rate plus a margin
ranging from zero to 1.50%. The applicable margin is dependent upon the
Company's outstanding indebtedness (as defined) and operating cash flow.
Effective February 16, 1996, the margin was at the highest level. Interest
computed based upon the Eurodollar rate is payable quarterly or on the last
day of the applicable Eurodollar interest period, if earlier. Interest
computed based upon the prime rate is payable quarterly. The Company
incurs a commitment fee ranging from 0.375% to 0.5% per annum on the unused
portion of the Bank Credit Facility.
The reducing revolving loan agreement governing the Bank Credit Facility
(the "Loan Agreement") imposes various restrictions on the Company,
including limitations on its ability to incur additional debt, commit funds
to maintenance capital expenditures (as defined), merge or sell assets.
The Loan Agreement limits the Company on its ability to commit funds to new
venture capital expenditures (as defined) for a single project in excess of
$50,000,000 with the following exceptions: (i) a riverboat casino project
in Evansville, Indiana; (ii) a riverboat casino project in Caruthersville,
Missouri; (iii) a hotel tower expansion project at TropWorld and (iv) up to
$50,000,000 in a certain type of new venture entity. The permitted new
venture capital expenditures have certain individual project maximum
amounts and there is a certain limitation in the aggregate. The Loan
Agreement also prohibits dividends on the Company's common stock, other
than those payable in common stock, and repurchases of the Company's common
F-17
stock with certain limited exceptions. In addition, the Loan Agreement
contains certain quarterly financial tests, including a minimum net worth,
a minimum debt service coverage ratio and a maximum debt to operating cash
flow ratio. The maximum debt to operating cash flow financial test was
waived at December 28, 1995. This maximum debt to operating cash flow
ratio as calculated under the Loan Agreement was 5.26 to 1 at December 28,
1995 and the allowable ratio decreases to 3.75 to 1 at January 2, 1997.
NOTE 6. LEASE OBLIGATIONS
The Company is a lessee under a number of noncancelable lease agreements
involving land, buildings, leasehold improvements and equipment, some of
which provide for contingent rentals based on revenues, the consumer price
index and/or interest rate fluctuations. The leases extend for various
periods up to 16 years and generally provide for the payment of executory
costs (taxes, insurance and maintenance) by the Company. Certain of these
leases have provisions for renewal options ranging from 1 to 15 years,
primarily under similar terms, and/or options to purchase at various dates.
Properties leased under capital leases are as follows (in thousands):
1995 1994
-------- --------
Furniture and equipment $ 9,393 $ 9,451
Less accumulated amortization (8,858) (8,599)
-------- --------
$ 535 $ 852
======== ========
Amortization of furniture and equipment leased under capital leases,
computed on a straight-line basis, was $299,000 in 1995, $289,000 in 1994
and $1,899,000 in 1993.
Minimum future lease obligations on long-term, noncancelable leases in
effect at December 28, 1995 are as follows (in thousands):
Year Capital Operating
---- -------- ---------
1996 $ 227 $ 9,807
1997 160 9,484
1998 146 9,070
1999 146 8,788
2000 146 8,508
Thereafter 37 77,471
-------- --------
862 $123,128
========
Amount representing interest (139)
--------
Net present value 723
Less current portion (180)
--------
Long-term portion $ 543
========
The above net present value is computed based on specific interest rates
determined at the inception of the leases.
F-18
Net rent expense is detailed as follows (in thousands):
1995 1994 1993
-------- -------- --------
Minimum rentals $ 7,618 $ 8,121 $ 30,565
Contingent rentals 3,690 1,830 7,512
Less: Minimum lease income -- -- (2,773)
Maintenance reimbursement -- -- (7,557)
-------- -------- --------
$ 11,308 $ 9,951 $ 27,747
======== ======== ========
NOTE 7. OTHER LONG-TERM LIABILITIES
At December 28, 1995 and December 29, 1994, other long-term liabilities
consisted of (in thousands):
1995 1994
-------- --------
Accrued rent expense $ 13,043 $ 13,679
Obligation to City of Evansville
and other civic and community
organizations 13,400 --
Deferred compensation and
retirement plans 9,739 8,789
Las Vegas Boulevard
beautification assessment 535 --
Deferred income 154 154
-------- --------
36,871 22,622
Less current portion (6,172) (636)
-------- --------
$ 30,699 $ 21,986
======== ========
NOTE 8. REDEEMABLE PREFERRED STOCK
A series of preferred stock consisting of 100,000 shares has been
designated Series B ESOP Convertible Preferred Stock (the "ESOP Stock") and
those shares were issued on December 20, 1989, to the Company's Employee
Stock Ownership Plan (the "ESOP"). The ESOP purchased the shares for
$10,000,000 with funds borrowed from a subsidiary of the Company. These
funds are repayable in even semiannual payments of principal and interest
at 13 1/2% per year over a 10-year term. During 1995, 1994 and 1993,
respectively, 2,797 shares, 2,206 shares and 1,203 shares were redeemed
primarily in connection with employee terminations and at December 28,
1995, cumulative redemptions totaled 7,322 shares. The ESOP Stock has an
annual dividend rate of $8.00 per share per annum payable semiannually in
arrears. These shares have no voting rights except under certain limited,
specified conditions. Shares not allocated to participant accounts and
those shares not vested may be redeemed at $100 per share. Shares may be
converted into common stock at $9.46 and have a liquidation preference of
$100 per share.
F-19
The shares that have been allocated to the ESOP participant accounts and
have vested are redeemable at the higher of appraised value, conversion
value or $100 per share, by the participant upon termination. The excess
of the redemption value of the ESOP Stock over the carrying value is
charged to retained earnings upon redemption. In the event of default in
the payment of dividends on the ESOP Stock for six consecutive semiannual
periods, each outstanding share would have one vote per share of common
stock into which the preferred stock is convertible.
NOTE 9. CAPITAL STOCK
The Company is authorized to issue 10,000,000 shares of preferred stock,
par value $.01 per share, issuable in series as the Board of Directors may
designate. Approximately 40,000 shares of preferred stock have been
designated Series A Junior Participating Preferred Stock but none have been
issued.
The Company is authorized to issue 100,000,000 shares of common stock with
a par value of $.01 per share. Shares issued were 42,222,646 at December
28, 1995, and 41,427,819 at December 29, 1994. Common stock outstanding
was net of 3,956,833 and 3,968,591 treasury shares at December 28, 1995 and
December 29, 1994, respectively. One preferred stock purchase right (a
"Right") is attached to each share of the Company's common stock. Each
Right will entitle the holder, subject to the occurrence of certain events,
to purchase a unit with no par value (a "Unit") consisting of one one-
thousandth of a share of Series A Junior Participating Preferred Stock at a
purchase price of $40.00 per Unit subject to adjustment. The Rights will
expire in December 1999 if not earlier redeemed by the Company at $.01 per
Right.
The Company issued 292,000 shares of restricted common stock in 1995 to
certain executive officers and key employees; however, 18,000 of these
shares were forfeited in 1995. The restrictions on 138,000 of the
unforfeited shares will lapse over a three-year period commencing on the
date of issuance. The restrictions on 102,000 of the unforfeited shares
lapsed during 1995 after the common stock price hit certain performance
targets. The restrictions on the remaining 34,000 of unforfeited shares
will lapse if the common stock price closes at or above $10.00 per share
for ten consecutive trading days. Compensation expense in connection with
this issuance was $1,168,000 in 1995. Compensation expense in connection
with prior issuances of restricted common stock were $65,000 and $72,000 in
1994 and 1993, respectively.
In accordance with the Merger agreement, 666,572 shares of common stock
that had not been claimed by the shareholders of Ramada were returned to
the Company in December 1990 to be held as treasury shares until claimed.
During 1995, 1994 and 1993, respectively, 29,758, 23,551 and 42,519 shares
were claimed; the balance of unclaimed shares was 393,448 as of
December 28, 1995.
During 1990, the Board of Directors authorized the Company to make
discretionary repurchases of up to 4,000,000 shares of its common stock
from time to time in the open market or otherwise and at December 28, 1995,
there remains 591,900 shares that could be repurchased under this
authority. No shares were repurchased under this program in 1995, 1994 or
1993. Repurchased and forfeited shares are stated at cost and held as
treasury shares to be used for general corporate purposes.
F-20
Changes in the number of common shares reserved under the Company's stock
option plan for directors who are not employees of the Company
("Nonemployee Director Stock Option Plan") are as follows (in thousands of
shares):
Number of Price Range
Shares of Options
--------- -----------
Balance, December 31, 1992 62 $5.50-$6.75
Granted 9 $6.75
--------
Balance, December 30, 1993 71 $5.50-$6.75
Granted 13 $6.00-$6.75
Cancelled, expired or surrendered (8) $5.50-$6.75
--------
Balance, December 29, 1994 76 $5.50-$6.75
Granted 9 $9.63
--------
Balance, December 28, 1995 85 $5.50-$9.63
========
All options granted under the Nonemployee Director Stock Option Plan are
immediately exercisable on the date of grant and expire ten years from the
date of grant. At December 28, 1995, December 29, 1994 and December 30,
1993, common shares reserved for future grants of options under this plan
were 165,000, 174,000 and 179,000, respectively.
Changes in the number of common shares reserved under the Company's
employee stock option plans are as follows (in thousands of shares):
Number of Price Range
Shares of Options
--------- -----------
Balance, December 31, 1992 3,833 $3.19-$8.15
Granted 50 $7.63
Exercised (339) $3.19-$8.15
Cancelled, expired or surrendered (42) $6.49-$8.15
--------
Balance, December 30, 1993 3,502 $3.19-$8.15
Granted 110 $5.88-$7.00
Exercised (77) $3.19-$5.00
Cancelled, expired or surrendered (57) $5.00-$7.38
--------
Balance, December 29, 1994 3,478 $3.19-$8.15
Granted 670 $7.00-$9.25
Exercised (503) $3.19-$8.15
Cancelled, expired or surrendered (43) $6.05-$8.15
--------
Balance, December 28, 1995 3,602 $3.19-$9.25
========
At December 28, 1995, December 29, 1994 and December 30, 1993, options
exercisable under the Company's employee stock option plans were 2,842,000,
3,289,000 and 3,077,000, respectively; shares reserved for future grants
were 844,000, 1,745,000 and 1,797,000, respectively.
In addition to the common shares reserved under stock option plans at
December 28, 1995, the Company has 980,000 common shares reserved for the
conversion of the ESOP Stock. The Company also has 40,563 shares of
preferred stock reserved for exercise of the Rights.
F-21
NOTE 10. BENEFIT PLANS
The Company has a defined benefit pension plan, which is not currently
funded, for certain former executive employees. The Company has a
nonqualified defined benefit retirement plan, which is not required to be
funded by the Company, for certain senior executives. The Company has a
defined contribution savings plan that covers substantially all employees
who are not covered by a collective bargaining unit. Contributions to the
savings plan are discretionary. Total pension and savings plan expense was
$822,000 for 1995, $782,000 for 1994 and $689,000 for 1993. The Company
also contributed $2,305,000, $2,182,000 and $1,990,000 in 1995, 1994 and
1993, respectively, to trusteed pension plans under various collective
bargaining agreements.
The Company has a deferred compensation plan for designated executives and
a similar plan for outside directors. The plans provide for the payment of
benefits commencing at retirement. The Company is substantially funding
the plans through the purchase of life insurance. Net expense recognized
in 1995, 1994 and 1993 was $183,000, $183,000 and $180,000, respectively.
The Company's ESOP covers substantially all non-union employees. The
Company will make contributions to the ESOP so that, after the dividends
are paid on the Company's ESOP Stock, the ESOP can make its debt service
payments to the Company. Cash dividends and contributions, respectively,
paid to the ESOP were $754,000 and $1,121,000 in 1995, $773,000 and
$1,102,000 in 1994 and $787,000 and $1,088,000 in 1993. Compensation
expense recognized in 1995, 1994 and 1993, respectively, was $1,107,000,
$1,214,000 and $1,311,000.
NOTE 11. INCOME TAXES
The (provision) benefit for income taxes before extraordinary items is
comprised of (in thousands):
1995 1994 1993
Current: -------- -------- --------
Federal $ (429) $ (4,588) $ (2,231)
State -- (317) (73)
-------- -------- --------
(429) (4,905) (2,304)
Deferred: -------- -------- --------
Federal 1,170 2,174 378
State 4,446 869 902
-------- -------- --------
5,616 3,043 1,280
-------- -------- --------
$ 5,187 $ (1,862) $ (1,024)
======== ======== ========
The Company is responsible, with certain exceptions, for the taxes of
Ramada through December 20, 1989. The Internal Revenue Service has
completed its examination of the income tax returns for the years 1986 and
1987. Ramada has signed a partial agreement for those two years and has
filed a petition with the U.S. Tax Court for two remaining issues.
Management expects those two issues to be resolved on satisfactory terms
prior to trial. The Internal Revenue Service is examining the income tax
returns for the years 1988 through 1993. The New Jersey Division of
F-22
Taxation is examining the income tax returns for the years 1986 through
1989. Management believes that adequate provision for income taxes and
interest has been made in the financial statements. In connection with the
Internal Revenue Service examinations of the years 1986 through 1989,
management has been conservative in providing for amounts that could be due
upon settlement. It is reasonably possible that these examinations could
be favorably settled in the near term.
General business credits are taken as a reduction of the provision for
federal income taxes during the year such credits become available. The
following table provides a reconciliation between the federal statutory
rates and the (provision) benefit for income taxes when both are expressed
as a percentage of pretax income.
1995 1994 1993
-------- -------- --------
Tax (provision) benefit at statutory rate 35.0 % (35.0)% (35.0)%
(Increase) decrease in tax resulting from:
State income taxes (7.2) 2.5 4.3
Contributions and gifts (2.4) (.7) (.6)
Disallowance of business meals (13.5) (6.7) (4.1)
Lobbying and nondeductible dues (2.1) -- --
Restricted stock and nonqualified stock
options .7 .7 .7
IRS examination .2 (4.1) (7.9)
General business credits 4.1 2.2 4.2
Change in valuation allowance 35.6 31.4 30.3
Other, net .5 (.3) (.2)
------- ------- -------
50.9 % (10.0)% (8.3)%
======= ======= =======
The income tax effects of loss carryforwards, tax credit carryforwards and
temporary differences between financial and income tax reporting that give
rise to the deferred income tax assets and liabilities at December 28, 1995
and December 29, 1994, are as follows (in thousands):
1995 1994
--------- ---------
Net operating loss carryforward $ 18,015 $ 15,266
Accrued rent expense 5,415 4,840
Accrued bad debt expense 4,476 5,255
Accrued compensation 5,134 4,705
Accrued liabilities 3,976 2,704
General business credit carryforward 7,021 6,851
-------- --------
Gross deferred tax assets 44,037 39,621
-------- --------
Deferred tax asset valuation allowance (8,196) (11,572)
-------- --------
Other (2,049) (743)
Partnership investment (5,291) (5,250)
Depreciation and amortization (17,958) (17,129)
Ramada tax sharing agreement (21,444) (21,444)
-------- --------
Gross deferred tax liabilities (46,742) (44,566)
-------- --------
Net deferred tax liabilities $(10,901) $(16,517)
======== ========
F-23
Gross deferred tax assets are reduced by a valuation allowance.
Realization of the net deferred tax asset at December 28, 1995, is
dependent on generating sufficient taxable income prior to expiration of
the net operating loss carryforward. Although realization is not assured,
management believes it is more likely than not that all of the net deferred
tax asset will be realized. The beginning-of-year valuation allowances
were reduced during 1995, 1994 and 1993 which caused a decrease in income
tax expense of $3,622,000, $6,286,000, and $3,878,000, respectively. In
addition, $520,000 that was included in the December 30, 1993 valuation
allowance was allocated to shareholders' equity during 1994.
At December 28, 1995, tax benefits are available for federal income tax
purposes as follows (in thousands):
Net operating losses $35,732
General business credits 3,390
These tax benefits will expire in the years 2003 through 2010 if not used.
The Company also has alternative minimum tax credit carryforwards of
$3,631,000 that can be carried forward indefinitely and offset against the
regular federal income tax liability. In addition, the Company has net
operating loss carryforwards for state income tax purposes that will expire
in the following years if not used (in thousands):
1996 $23,943
1997 15,310
1998 18,209
1999 12,549
2000 6,245
2001 9,606
2002 498
2010 10,272
NOTE 12. EXTRAORDINARY ITEMS
In 1994, the Company expensed the remaining unamortized deferred financing
costs and unamortized discount in connection with early redemptions of
debt. These items were reflected in the 1994 Consolidated Statement of
Operations as an extraordinary loss of $2,708,000, which was net of an
income tax benefit of $1,776,000.
NOTE 13. CONTINGENCIES AND COMMITMENTS
The Company agreed to indemnify Ramada against all monetary judgments in
lawsuits pending against Ramada and its subsidiaries as of the conclusion
of the Restructuring on December 20, 1989, as well as all related
attorneys' fees and expenses not paid at that time, except for any
judgments, fees or expenses accrued on the hotel business balance sheet and
except for any unaccrued and unreserved aggregate amount up to $5,000,000
of judgments, fees or expenses related exclusively to the hotel business.
Aztar is entitled to the benefit of any crossclaims or counterclaims
related to such lawsuits and of any insurance proceeds received. In
addition, the Company agreed to indemnify Ramada for various lease
guarantees made by Ramada relating to the restaurant business conducted
through its Marie Callender Pie Shops, Inc. subsidiary. In connection with
these matters, the Company has an accrued liability of $3,941,000 and
$3,963,000 at December 28, 1995 and December 29, 1994, respectively.
F-24
The Company is a party to various other claims, legal actions and
complaints arising in the ordinary course of business or asserted by way of
defense or counterclaim in actions filed by the Company. Management
believes that its defenses are substantial in each of these matters and
that the Company's legal posture can be successfully defended without
material adverse effect on its consolidated financial statements.
The Tropicana lease agreement contains a provision that requires the
Company to maintain an additional security deposit with the lessor of
approximately $21,251,000 in cash or a letter of credit if the Tropicana
operation fails to meet certain financial tests. This requirement was
waived at December 28, 1995. The Company has a 50% partnership interest in
the lessor.
The Company has severance agreements with certain of its senior executives.
Severance benefits for three of the executives consist of, among other
things, a lump-sum cash payment equal to twice the sum of the executive's
annual base salary plus twice the average of the executive's annual bonuses
awarded in the three years preceding termination of employment, payment of
the value in their outstanding stock options and vesting and distribution
of any restricted stock. Certain other executives would receive a lump-sum
cash payment equal to their annual base salary plus a three-year average of
their annual bonus, plus the other described benefits. Some of the
executives would receive a lump-sum cash payment equal to their base
salary. In certain agreements, the termination must be as a result of a
change in control of the Company. Based upon current salary levels and
stock options, the aggregate commitment under the severance agreements
should all these executives be terminated, is approximately $15,300,000 as
of December 28, 1995.
At December 28, 1995, the Company had commitments of approximately
$75,000,000 for the purchase of property and equipment.
NOTE 14. ACQUISITION
In July 1993, the Company acquired the partnership interests in Ambassador
Real Estate Investors, L.P. ("AREI") and Ambassador General Partnership
("AGP"). AREI owned a 99.9% general partnership interest in AGP, which
acquired a substantial interest in TropWorld in a sale-leaseback
transaction in 1984.
The acquisition has been accounted for as a purchase by the Company. The
aggregate consideration, including costs incurred to complete the
transaction, was approximately $62,000,000 in cash. The Company had a
$10,000,000 revolving credit note to fund a portion of the purchase price.
This acquisition did not significantly change Aztar's total assets. The
cash paid by Aztar and notes receivable from AGP were replaced on Aztar's
balance sheet by the assets acquired, which consisted primarily of building
and equipment. The additional $10,000,000 of indebtedness incurred by
Aztar was more than offset by a reduction of indebtedness to AGP.
The Company's consolidated statements of operations include the results of
AGP from its acquisition until its dissolution in November 1994. After
intercompany eliminations, the acquisition has the following effects on
consolidated results: Most of the reduction in Aztar interest income from
the replacement of the AGP notes receivable is offset by a reduction in
rent expense. Aztar's net income is affected negatively primarily by an
increase in depreciation expense.
F-25
If the acquisition had occurred at the beginning of the year ended December
30, 1993,the Company's results of operations would have been as follows (in
thousands, except per share data):
1993
--------
(unaudited)
Revenues $518,762
Income before extraordinary items 7,846
Net income 7,846
Earnings per common and common equivalent
share:
Income before extraordinary items $ .19
Net income .19
Earnings per common share assuming full
dilution:
Income before extraordinary items $ .18
Net income .18
NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents (in thousands) the carrying amounts and
estimated fair values of the Company's financial instruments at
December 28, 1995 and December 29, 1994, respectively. The fair value of a
financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
1995 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
Assets
Short-term investments $ -- $ -- $ 8,250 $ 8,250
Other investments 27,964 27,964 24,928 24,928
Liabilities
Current portion of long-term
debt 466 466 666 666
Current portion of other
long-term liabilities 4,900 4,854 -- --
Long-term debt 496,439 518,021 430,212 416,362
Other long-term liabilities 8,500 6,968 -- --
Off-Balance-Sheet
Letter of credit -- 13,450 -- 13,450
The carrying amounts shown in the table are included, if applicable, in the
Consolidated Balance Sheets under the indicated captions. All of the
Company's financial instruments are held or issued for purposes other than
trading.
The following notes summarize the major methods and assumptions used in
estimating the fair values of financial instruments.
F-26
Short-term investments are valued at their carrying amounts included in the
balance sheets, which are reasonable estimates of fair value due to the
relatively short period to maturity.
Other investments consisted of deposits with the CRDA and CRDA bonds that
bear interest at two-thirds of market rates resulting in a fair value lower
than cost. The carrying amounts of these deposits and bonds are presented
net of a valuation allowance and an unamortized discount that result in an
approximation of fair values. Other investments at December 28, 1995, also
included a 90-day certificate of deposit which was valued at its carrying
amount which is a reasonable estimate of fair value due to the relatively
short period to maturity.
The fair values of the Company's publicly traded debt were estimated based
on the bid prices in the public bond markets. The carrying amounts of the
revolving credit note are reasonable estimates of fair value because this
note is carried with a floating interest rate.
The amounts reported for other long-term liabilities relate to the
Company's obligation to the City of Evansville and other civic and
community organizations. The fair values were estimated by discounting
expected cash flows using a discount rate commensurate with the risks
involved.
The fair value of the letter of credit was estimated to be the same as the
contract value based on the nature of the fee arrangement with the issuing
financial institution.
F-27
NOTE 16. UNAUDITED QUARTERLY RESULTS/COMMON STOCK PRICES
The following unaudited information shows selected items in thousands,
except per share data, for each quarter in the years ended December 28,
1995 and December 29, 1994. The Company's common stock is listed on the
New York Stock Exchange.
First Second Third Fourth
-------- -------- -------- --------
1995
- ----
Revenues $135,568 $145,390 $154,935 $136,976
Operating income (loss) 15,763 13,792 18,994 (5,848)
Income (loss) before income
taxes 3,046 623 5,907 (19,757)
Income taxes (1,086) (98) (1,333) 7,704
Net income (loss) 1,960 525 4,574 (12,053)
Earnings per common and common
equivalent share:
Net income (loss) .05 .01 .11 (.31)
Earnings per common share assuming
full dilution:
Net income (loss) .05 .01 .11 *
1994
- ----
Revenues $130,566 $135,747 $146,847 $128,280
Operating income 16,844 18,800 22,343 11,420
Income (loss) before income
taxes and extraordinary items 4,638 6,622 10,121 (2,715)
Income taxes (85) (41) (2,554) 818
Extraordinary items -- -- -- (2,708)
Net income (loss) 4,553 6,581 7,567 (4,605)
Earnings per common and common
equivalent share:
Income (loss) before
extraordinary items .11 .17 .19 (.05)
Net income (loss) .11 .17 .19 (.12)
Earnings per common share assuming
full dilution:
Income (loss) before
extraordinary items .11 .16 .19 *
Net income (loss) .11 .16 .19 *
Common Stock Prices
- -------------------
1995 - High $ 9.13 $10.00 $10.50 $ 9.13
- Low 5.63 8.00 7.63 6.88
1994 - High 7.88 7.13 7.38 7.00
- Low 6.25 5.38 5.75 5.38
* Anti-dilutive
F-28
Management's Discussion and Analysis
Financial Condition -
Liquidity and Capital Resources
Sources of Liquidity and Capital
The company's financial resources, in addition to cash from operations,
primarily consist of a base level of debt and a reducing revolving credit
facility.
The base level of debt consists of two public debt issues and a bank term
loan. The public debt issues are ranked pari passu and consist of $200
million of 11% Senior Subordinated Notes Due 2002 (the "11% Notes") that were
issued in 1992 and $180 million of 13 3/4% Senior Subordinated Notes Due 2004
(the "13 3/4% Notes") that were issued in 1994. Interest on the 11% Notes and
the 13 3/4% Notes is payable semi-annually on April 1 and October 1. Except
for a change of control situation, the 11% Notes are not redeemable until
October 1, 1997 and the 13 3/4% Notes are not redeemable until October 1,
1999. The bank term loan (the "Term Loan") is an off-balance-sheet loan
payable by Tropicana Enterprises, a Nevada general partnership in which the
company is a noncontrolling 50% partner. Tropicana Enterprises owns the real
property and certain personal property that the company leases in the
Tropicana operation. The Term Loan is serviced through the company's rent
payments. The Term Loan matures on December 31, 1999, and calls for principal
payments of between $2.5 million and $3.3 million each year, with a final
payment of approximately $57 million due at maturity. The Term Loan balance
at December 28, 1995 is approximately $69 million.
The reducing revolving credit facility (the "Credit Facility") was provided
in October 1994 by a group of banks led by Bank of America as managing agent
and it matures on December 31, 1999. The maximum amount of this facility will
reduce from $207 million quarterly beginning on March 31, 1996 in the annual
amounts of $25 million in 1996 and $35 million in each year thereafter until
maturity. The Credit Facility bears a floating rate of interest that is
payable at least quarterly and sometimes more often depending on the interest
option selected by the company. At December 29, 1994, the outstanding balance
under the Credit Facility was $50 million. During 1995, the company repaid
$17 million and borrowed $83.6 million, leaving an outstanding balance of
$116.6 million at December 28, 1995. The funds from the Credit Facility were
used in the expansion of the Company's existing businesses and the development
of businesses in new gaming jurisdictions as discussed later. The Credit
Facility imposes various restrictions on the company, including limitations
on its ability to incur additional debt, commit funds to maintenance capital
expenditures (as defined), merge or sell assets. The Credit Facility
prohibits dividends on the company's common stock, other than those payable
in common stock, and repurchases of the company's common stock with certain
limited exceptions. In addition, the Credit Facility contains certain
quarterly financial tests, including a minimum net worth, a minimum debt
service coverage ratio and a maximum debt to operating cash flow ratio. For
purposes of the maximum debt to operating cash flow ratio, uncollateralized
letters of credit are considered to be debt. At December 28, 1995, the
maximum debt to operating cash flow ratio requirement was waived and scheduled
reductions in the ratio through the third quarter 1996 were modified. The
company's ability to maintain or increase debt capacity on or after March 28,
1996, is contingent on increased levels of operating cash flow that the
company does anticipate, especially with the opening in December 1995 of the
new riverboat operation in Evansville, Indiana.
F-29
Additional sources of funds in 1995 were $11.9 million from the Casino
Reinvestment Development Authority ("CRDA") in connection with the 604-room
hotel tower expansion project at TropWorld and $2.0 million from the exercise
of stock options. The CRDA funds result from an agreement providing for
approximately $25 million in funding. The company will continue to receive
funds from the CRDA based on expenditures made for the project to the extent
that the company has available funds on deposit with the CRDA that qualify for
this funding. At December 28, 1995, the company had approximately $0.9
million in available deposits with the CRDA that qualified.
At December 28, 1995, the company had $8.25 million in a certificate of
deposit that was pledged as collateral for a $13.45 million letter of credit
in connection with the company's commitment to make certain payments to the
City of Evansville, Indiana as well as other civic and community
organizations.
Caruthersville Riverboat Casino Project
On April 28, 1995, the company commenced operations of a riverboat casino in
Caruthersville, Missouri. Caruthersville is located on the Mississippi River
approximately 90 miles north of Memphis, Tennessee. The riverboat has an
approximate 14,000-square-foot casino with 445 slot machines and 27 table
games and had an initial capacity of 600 passengers plus crew. In December
1995, the company in coordination with the U.S. Coast Guard made modifications
to the riverboat and increased capacity to 800 passengers plus crew in order
to alleviate capacity constraints on weekends. The project also includes a
barge at river's edge for passenger boarding and disembarking. A pavilion for
ticketing and pre-boarding facilities, including a restaurant, a sports
lounge, a snack bar, and other amenities was opened in July 1995. The
company's expenditures for property and equipment on this project in 1995 were
approximately $28.2 million. Total expenditures for property and equipment
on this project including amounts from prior years were approximately $51.6
million at December 28, 1995.
Evansville Riverboat Casino Project
On December 7, 1995, the company commenced operations of a riverboat casino
in Evansville, Indiana. Casino Aztar, featuring the "City of Evansville"
casino riverboat, is Indiana's first riverboat casino. Evansville, on the
Ohio River in southwestern Indiana, is a market of 650,000 persons within 50
miles, 2.5 million persons within 100 miles, including part of the
metropolitan Louisville, Kentucky area, and more than 3 million persons within
120 miles. The Evansville casino is projected to have 2.3 million visitors
annually until additional competition emerges for the Louisville market.
The "City of Evansville" casino riverboat is 310 feet long and 70 feet wide,
with a capacity of 2,500 passengers plus a crew of 300. The casino contains
1,267 slot machines and 70 table games. The project opened utilizing
temporary facilities that included surface parking and a 13,000-square-foot
pavilion for passenger ticketing and related services. A 250-room hotel;
"Riverfront Pavilion", an entertainment complex for pre-boarding facilities,
restaurants, lounge and retail shops; parking facilities for more than 1,600
vehicles and other amenities are under construction and scheduled for
completion by December 1996. The company's expenditures for property and
equipment on this project in 1995 were approximately $48.7 million. Total
expenditures for property and equipment on this project including amounts from
the prior year were approximately $56.4 million at December 28, 1995.
F-30
TropWorld Project
In February 1995, the company commenced construction on an expansion of
TropWorld in Atlantic City, New Jersey consisting primarily of a new 604-room
hotel tower, with additional restaurant and support facilities in the existing
operation. It is scheduled to be completed in May 1996. The additional 604
rooms will bring TropWorld's capacity to 1,624 rooms, making it the largest
of the 12 casino hotels in Atlantic City in terms of hotel rooms. TropWorld's
casino at December 28, 1995, at 92,000 square feet, was the third largest in
the city. The company's expenditures for property and equipment on this
project in 1995 were approximately $32.9 million.
On-going Capital Expenditures
During 1995, the company spent approximately $26.1 million on routine
purchases of property and equipment including $4.8 million on improvements for
two restaurants at Tropicana and $4.3 million on a renovation of existing
rooms at TropWorld that was underway at December 28, 1995, to complement the
new hotel tower.
Other expenditures during 1995 included $3.8 million in deposits with the
CRDA, a $2 million deposit with the Indiana Gaming Commission for the
Evansville operation, deferred licensing and preopening costs for
Caruthersville of $2.3 million and deferred licensing and preopening costs for
Evansville of $7.6 million.
Future Developments
During 1995, the number of new jurisdictions considering the legalization of
gaming significantly decreased compared to the number during 1990 to 1994.
However, the company is continuing its efforts to explore opportunities in new
jurisdictions considering gaming and in existing gaming jurisdictions where
the potential markets meet the company's standards for sound, meaningful long-
term opportunities.
Commitments
At December 28, 1995, the company had commitments of approximately $75
million for the purchase of property and equipment. In 1996, the company
plans to spend approximately $33 million on routine capital expenditures,
approximately $49 million on the Evansville facility and approximately $40
million to complete the TropWorld project.
In connection with the company's commitment to make certain payments to the
City of Evansville as well as other civic and community organizations, the
company was required to obtain a letter of credit for $13.45 million. In
connection with this letter of credit, the company had an $8.25 million
certificate of deposit as collateral at December 28, 1995. In January 1996,
the company paid approximately $3.6 million to the City of Evansville and
other organizations in connection with this commitment. The letter of credit
will be reduced as the company makes its payments. The reductions in the
letter of credit are first applied to the uncollateralized portion.
During 1995, the company reached a settlement with the New Jersey Division of
Taxation with regard to its examination of the income tax returns for 1983 to
1985. In connection with this settlement, the company paid $2.5 million on
December 29, 1995. This liability was reflected in the balance sheet at
December 28, 1995.
F-31
The Tropicana lease agreement contains a provision that requires the company
to maintain an additional security deposit with the lessor of approximately
$21.3 million in cash or a letter of credit if the Tropicana operation fails
to meet certain financial tests. This requirement was waived at December 28,
1995.
Results of Operations -
1995 versus 1994
Aztar's consolidated revenues were $572.9 million for 1995, an increase of 6%
from $541.4 million in 1994. An increase in total revenues at TropWorld
combined with added revenues from the company's riverboat operations that
opened in 1995 more than offset a decrease in total revenues at Tropicana and
Ramada Express. Casino Aztar Caruthersville began operations on April 28,
1995, and Casino Aztar Evansville began operations on December 7, 1995. Games
revenue in 1995 at the company's land-based properties was down only slightly
from 1994 and slot revenue in 1995 was up only slightly from 1994, resulting
in a nominal increase in casino revenue at the company's land-based properties
in 1995 compared with 1994.
Consolidated operating income in 1995 was $50.4 million before the effects of
$7.7 million in preopening cost writeoffs in connection with the riverboat
operations, compared with $69.4 million consolidated operating income in 1994.
In addition to the effect of the 1995 writeoffs of preopening costs,
consolidated operating income was lower in 1995 compared with 1994 because of
lower operating results at Tropicana and Ramada Express. Consolidated
marketing costs were up $13 million or 29% in 1995 compared with 1994
primarily due to an increased number of promotions and special events as well
as increased advertising and contract entertainment costs at TropWorld,
combined with the added marketing costs associated with opening operations in
new locations as well as attempting to maintain revenues in the declining
Laughlin, Nevada market. The consolidated provision for doubtful accounts
increased 16% in 1995 compared with 1994 as a result of increasing the
allowance for potential uncollectible markers associated with the premium
table game business in Las Vegas, Nevada. Additional analysis of the
performance of each of Aztar's properties follows.
TropWorld
TropWorld Casino and Entertainment Resort in Atlantic City, New Jersey had
total revenues of $332.7 million in 1995 compared with $320.1 million in 1994
and operating income of $54.5 million in 1995 compared with $54.2 million in
1994. The principal reason for the increase in total revenues was an increase
of $11.5 million or 4% in casino revenue in 1995 compared to 1994. One factor
in this 1995 increase was that casino revenue was reduced in 1994 as a result
of severe weather conditions in the East during January and February. Another
reason for the increase in casino revenue was an increase in coin redemptions.
TropWorld also benefited from a strong market growth rate of 10% in the
Atlantic City market during 1995.
The trend of declining games revenue at TropWorld was reversed in 1995. Games
revenue increased by $2.9 million in 1995 compared with 1994. This follows
year-over-year decreases of $0.5 million in 1994, $10.4 million in 1993 and
$6.6 million in 1992. The slot revenue percentage of total casino revenue
held at 76% in 1995, the same percentage as in 1994 and 1993, compared to 73%
in 1992 and 69% in 1991.
F-32
Consistent with the increase in casino revenue was an increase in casino costs
of $6.6 million or 5% in 1995 compared with 1994 as a result of increased
direct costs and coin redemptions. In addition, marketing costs were 27%
higher in 1995 compared with 1994 as a result of an increase in the number of
special events and promotions at the property combined with increases in
expenses relating to contract entertainers and advertising.
Operating income is after depreciation and amortization of $21.7 million in
1995 compared with $22.5 million in 1994 and rent of $1.4 million in both 1995
and 1994.
Tropicana
Tropicana Resort and Casino in Las Vegas, Nevada in 1995 ended its string of
year-over-year improvements that began in 1992. Total revenues were $138.0
million in 1995 compared with $140.3 million in 1994. Tropicana had a $3.9
million operating loss in 1995 compared with $8.9 million operating income in
1994. Operating loss or income is after rent expense of $9.2 million in 1995
compared with $8.1 million in 1994. Rent expense increased as a result of a
higher interest component of rent payments made to the company's
unconsolidated partnership. The interest component was higher due to higher
interest rates. Operating loss or income is also after depreciation and
amortization of $7.8 million in 1995 compared with $6.5 million in 1994.
Depreciation and amortization increased in 1995 as a result of improvements
and renovations at the property that were completed in mid-1994 and 1995.
The games revenue at Tropicana decreased by 13% in 1995 compared with 1994.
Games revenue has declined over the previous several years as the company
shifted its focus from premium table games to slot machines. In 1995, the
company began an effort to recapture some premium table game business while
maintaining slot revenue. Tropicana did maintain slot revenue in 1995
compared with 1994 and increased table games volume by 9%; however, the
baccarat hold percentage was 3% in 1995 compared with 26% in 1994 and 22% to
40% in 1993 to 1991. Baccarat revenue as a percent of casino revenue was 1%,
4%, 3%, 7% and 10% for the years 1995, 1994, 1993, 1992 and 1991,
respectively. The mix of slot revenue to total casino revenue was 64%, 61%
and 63% in 1995, 1994 and 1993, respectively; compared with 56% and 49% in
1992 and 1991, respectively. The Tropicana's casino costs were up
approximately 6% in 1995 compared with 1994, reflecting the higher costs
associated with increasing the table games volume. The combination of a
decrease in casino revenue combined with an increase in casino direct costs
caused a decrease in the casino operating profit margin from 44% in 1994 to
37% in 1995.
Food and beverage revenue increased by 8% in 1995 over 1994 as a result of an
increase in volume associated with the introduction of a buffet in 1995 and
capital improvements associated with two restaurants. However, food and
beverage costs increased by 15% in 1995 compared with 1994 as a result of
higher food costs and increased payroll costs.
The provision for doubtful accounts increased by $0.6 million in 1995 compared
with 1994 as a result of increasing the allowance for potential uncollectible
markers associated with the premium table game business.
F-33
Ramada Express
Ramada Express Hotel and Casino in Laughlin, Nevada had revenues that were
down slightly in 1995 from 1994. The decrease in the property's revenues
reflected an overall market in Laughlin that was also down in most of 1995
from 1994. Total revenues for Ramada Express were $80.4 million in 1995
compared with $81.0 million in 1994. Operating income was $12.0 million in
1995 compared with $15.9 million in 1994. Operating income is after
depreciation and amortization of $7.2 million in 1995 compared with $7.6
million in 1994. Rent expense was not significant in either year. The
Laughlin market declined in 1995 from 1994 primarily because of competition
from Indian casinos in Arizona and California, the addition of a casino at
Stateline, Nevada and the additional capacity on the Boulder Highway in Las
Vegas.
The operating margin, as measured by operating income before depreciation and
amortization, declined in 1995 to 24% from 29% in 1994. The decline is
attributable to higher costs associated with attracting and retaining business
in a declining market, combined with higher employee benefit costs.
Casino Aztar Caruthersville
Casino Aztar Caruthersville in Caruthersville, Missouri began operations on
April 28, 1995; however, the full project was not completed until July 1995
with the opening of a pavilion that included a restaurant, sports lounge,
snack bar and other amenities. Total revenues at Caruthersville were $16.3
million. Before the effect of a $2.6 million writeoff of preopening costs,
Caruthersville had an operating loss of $2.2 million. The operating loss is
after depreciation and amortization of $2.0 million.
Because this was a start-up operation in a new market in 1995, the company
incurred more marketing costs as a percentage of casino revenue than at its
more established locations. Marketing costs, consisting primarily of radio,
newspaper and outdoor advertising, were 19% of casino revenue compared to 12%
of casino revenue for the company on a consolidated basis. Another reason for
this percentage to be high is that revenues were lower than expected due to
a shortfall in expected admissions. Caruthersville is located in a rural
market that has proven to be difficult to capture and the riverboat was
constrained by its capacity on weekends. The company has revised its
marketing plan to include television advertising and, at the end of December
1995, through modifications to the riverboat, has increased its passenger
capacity.
Casino Aztar Evansville
Casino Aztar Evansville in Evansville, Indiana began operations on December
7, 1995, utilizing temporary facilities that included surface parking and a
13,000-square-foot pavilion for passenger ticketing and related services. The
permanent land-based facilities including a 250-room hotel, parking garage and
entertainment complex are under construction and scheduled for completion by
December 1996. Total revenues at Evansville were $5.5 million. Before the
effect of a $5.1 million writeoff of preopening costs, Evansville had
operating income of $0.8 million. Operating results are after depreciation
and amortization of $0.6 million. The facility opened during the traditional
pre-Christmas slowdown in the casino business without the benefit of the
strong New Year's Eve business because the company's fiscal year ended on
December 28, 1995.
F-34
Development Costs
In mid-1993, the company began pursuing the development of its business in
certain gaming jurisdictions, as well as in jurisdictions in which gaming has
not been approved. In connection with these efforts, the company expensed
approximately $1.9 million in 1995 and $1.6 million in 1994.
Interest Expense
Interest expense in 1995 was $51.1 million compared with $49.7 million in
1994. There was no substantial increase in interest expense in spite of the
higher level of debt outstanding in 1995 because $5.3 million of interest
associated with construction activities was capitalized in 1995 compared with
$2.7 million in 1994.
Equity in Unconsolidated Partnership
The Company's loss on its equity share in Tropicana Enterprises increased as
a result of higher interest expense due to the increase in interest rates in
1995 on the floating rate bank financing of Tropicana Enterprises. Aztar is
a noncontrolling 50% partner in Tropicana Enterprises.
Extraordinary Items
The company had an extraordinary loss in 1994 of $2.7 million, which was net
of an income tax benefit of $1.8 million, related to the early redemption of
the company's 13 1/2% First Mortgage Notes Due 1996 and the early redemption
of a revolving credit facility also due in 1996 that was collateralized by
Ramada Express. The loss consisted of the writeoff of the unamortized
deferred financing costs and unamortized discount associated with the debt
that was redeemed early.
Results of Operations -
1994 versus 1993
Aztar's consolidated revenues were $541.4 million for 1994, an increase of 4%
from $518.8 million in 1993. Increases in total revenues at Ramada Express
and Tropicana more than offset a decrease in total revenues at TropWorld. The
primary reason for the increase in consolidated revenues was the major
expansion of the Ramada Express facility completed in September 1993.
Consolidated casino revenue was up $4.1 million or 1% in 1994 compared to 1993
as the increase at Ramada Express offset a decrease at TropWorld. The trend
in the mix of consolidated casino revenue in 1993 and 1992, wherein games
revenue was decreasing and slot revenue was increasing, was broken in 1994.
Games revenue in 1994 remained basically even with 1993. Slot revenue also
remained even in 1994, with an increase in slot revenue at Ramada Express due
to the expansion offsetting a decrease at TropWorld.
Consolidated operating income was $69.4 million in 1994 compared with $37.4
million in 1993. The primary reasons for the increase in consolidated
operating income were the reduction in net rent at TropWorld and the expansion
at Ramada Express. The reduction in net rent was caused by the purchase in
July 1993 of the partnership interests in Ambassador Real Estate Investors,
L.P. ("AREI") and Ambassador General Partnership ("AGP"), which eliminated the
rent the company incurred for the portion of TropWorld that was owned by
AREI/AGP. The net rent reduction was partially offset by an increase in
F-35
depreciation and amortization that was caused by this purchase. Additional
analysis of the performance of each of Aztar's three operating properties
follows.
Ramada Express
Ramada Express had a very good year in 1994, despite a flat overall market,
as a result of a major expansion that was completed in September 1993. The
expansion added 1,100 hotel rooms for a total of 1,500 hotel rooms and added
20,000 square feet of casino space for a total of 50,000 square feet of casino
space.
As a result of this significant expansion, operating results for 1994 are not
comparable with 1993's. Ramada Express revenues were $81.0 million in 1994
compared with $56.2 million in 1993. Operating income was $15.9 million in
1994 compared with $5.5 million in 1993, an increase of 189%. Operating
income is after depreciation and amortization of $7.6 million in 1994 compared
with $5.4 million in 1993. Net rent was not significant in either year.
All revenue and cost components were higher in 1994 than in 1993. In spite
of the substantial increase in available rooms at Ramada Express in 1994
compared with 1993, the hotel occupancy rate was 87% in 1994 versus 80% in
1993. The operating margin, as measured by operating income before
depreciation and amortization, was 29% in 1994 compared with 19% in 1993. The
1993 results were affected by the disruption to its operations associated with
the construction activities and by additional costs incurred to minimize that
disruption. The company also expensed $0.9 million of preopening costs in
1993 in connection with the expanded facilities.
Tropicana
Tropicana continued to improve in 1994 on top of an improvement in 1993 over
1992. Total revenues for Tropicana were $140.3 million in 1994 compared with
$134.9 million in 1993 and operating income was $8.9 million in 1994 compared
with $7.2 million in 1993. Operating income increased $1.7 million in spite
of a $1.3 million increase in net rent to $8.1 million in 1994 from $6.8
million in 1993. Net rent increased as a result of a consumer price index
adjustment, which took place in late 1993, and an increase in the component
of rent that is attributable to the increase in interest rates in 1994 over
1993. The next consumer price index adjustment occurs in late 1998.
Operating income is also after depreciation and amortization of $6.5 million
in both 1994 and 1993.
The games revenue at Tropicana in 1994 was basically flat with 1993 after
decreases of 8% in 1993 and 7% in 1992. Games revenue had been declining as
a result of lower baccarat revenue as the company shifted from a historical
dependence on premium table games to the slot segment of the business.
Rooms revenue increased 20% in 1994 over 1993 as a combined result of higher
room rates and a 14% reduction in the number of occupied rooms provided on a
complimentary basis. Rooms cost increased 13% in 1994 over 1993 primarily as
a result of a decrease in the interdepartmental allocation to the casino
department caused by the reduction in the use of complimentary rooms as a
means of promoting casino activity.
The provision for doubtful accounts increased $1.4 million in 1994 compared
to 1993 as a result of increasing the allowance for potential uncollectible
markers associated with the premium table game business.
F-36
TropWorld
TropWorld had a year in 1994, as was also the case in 1993, in which total
revenues decreased and operating income increased. Total revenues decreased
2% to $320.1 million in 1994 from $327.7 million in 1993 while operating
income increased 62% to $54.2 million from $33.5 million. The principal
reason for the decrease in total revenues was a decrease of $10.0 million or
3% in casino revenue in 1994 compared to 1993. This decrease in casino
revenue is attributable to a $10.5 million decrease in coin redemptions and
also a decrease in the use of complimentary rooms and food and beverage
service as a means of promoting casino activity. In addition, severe weather
conditions in the East were, in large part, the cause of declines in the
market's growth rate for casino revenue during January and February 1994. A
benefit associated with the reductions in coin redemptions and complimentaries
was a decrease in costs, which is one of the reasons for the increase in
operating income. Casino costs decreased $14.2 million or 10% in 1994
compared to 1993.
The primary reason for the increase in TropWorld's operating income was the
effects of the AREI/AGP acquisition, which resulted in a reduction in net rent
and an increase in depreciation and amortization. Net rent in 1994 was $1.4
million compared with $20.4 million in 1993 and depreciation and amortization
in 1994 was $22.5 million compared with $20.4 million in 1993.
Development Costs
In mid-1993, the company began pursuing the development of its business in
certain gaming jurisdictions, as well as in jurisdictions in which gaming has
not been approved. In connection with these efforts, the company expensed
approximately $1.6 million and $1.3 million of development costs in 1994 and
1993, respectively.
Interest Income and Expense
Interest income declined by $21.0 million in 1994 from 1993 as a result of the
AREI/AGP acquisition. In this acquisition, the cash paid by Aztar and notes
receivable from AGP were replaced on Aztar's balance sheet by the assets
acquired. The reduction in Aztar's interest income from the replacement of
the AGP notes receivable was for the most part offset by a reduction in rent
expense at TropWorld. This acquisition transaction also resulted in an
increase in depreciation and amortization at TropWorld.
Interest expense increased by $4.3 million or 10% in 1994 from 1993. The
increase is primarily attributable to a reduction in interest being
capitalized in association with construction projects and the refinancing that
took place in October 1994. The refinancing resulted in approximately $2
million of higher interest expense in as much as the 13 3/4% Notes were issued
on October 4, 1994, and the First Mortgage Notes were not redeemed until
November 2, 1994, resulting in approximately 30 days of duplicate interest
expense.
Other Matters
In March 1995, the Financial Accounting Standards Board ("FASB") adopted
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("SFAS 121"), which requires impairment losses to be recorded on long-lived
F-37
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. SFAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. Adoption of the
provisions of SFAS 121 is required for fiscal years beginning after December
15, 1995, with earlier adoption permitted. Restatement of previously issued
financial statements is not permitted. The company will adopt SFAS 121 in the
first quarter of 1996 and, based on current circumstances, does not believe
the effect of adoption will be material.
In October 1995, the FASB adopted Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), which has
recognition provisions that establish a fair value based method of accounting
for stock-based employee compensation plans and established fair value as the
measurement basis for transactions in which an entity acquires goods or
services from nonemployees in exchange for equity instruments. SFAS 123 also
has certain disclosure provisions. Adoption of the recognition provisions of
SFAS 123 with regard to these transactions with nonemployees was required for
all such transactions entered into after December 15, 1995 and the company
adopted these provisions as required. The recognition provision with regard
to the fair value based method of accounting for stock-based employee
compensation plans is an optional choice. The company has decided to continue
to apply Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees ("APB 25") for its stock-based employee compensation
arrangements. APB 25 uses what is referred to as an intrinsic value based
method of accounting. The disclosure provisions of SFAS 123 are effective for
fiscal years beginning after December 15, 1995. The company will provide the
disclosures when required in fiscal 1996.
F-38
SUMMARY OF SELECTED FINANCIAL DATA
Aztar Corporation and Subsidiaries
For the Five Years Ended December 28, 1995
1995 1994 1993 1992 1991
Statement of Operations -------- -------- -------- -------- --------
Data (in thousands)
Revenues $ 572,869 $541,440 $518,762 $512,045 $481,285
Operating income (a) 42,701 69,407 37,419 32,609 13,654
Net interest income and
expense (a) (47,801) (46,572) (21,191) (2,477) (5,856)
Equity in unconsolidated
partnership's loss (5,081) (4,169) (3,822) (4,125) (5,030)
Income (loss) from
continuing operations
before extraordinary
items and cumulative
effect of accounting
change (4,994) 16,804 11,382 16,378 2,708
Discontinued operations -- -- -- 1,262 2,553
Extraordinary items -- (2,708) -- (5,335) 1,237
Cumulative effect of
accounting change (b) -- -- -- 7,500 --
Net income (loss) (4,994) 14,096 11,382 19,805 6,498
Common Stock Data (per share)
Income (loss) from
continuing operations
before extraordinary
items and cumulative
effect of accounting
change:
Earnings per common
and common
equivalent share $ (.14) $ .42 $ .28 $ .41 $ .05
Earnings per common
share assuming
full dilution * .41 .27 .40 .05
Cash dividends declared -- -- -- -- --
Equity 9.40 9.65 9.29 9.03 8.42
* Anti-dilutive
Balance Sheet Data (in
thousands at year end)
Total assets $1,013,238 $915,359 $877,171 $849,565 $638,474
Long-term debt 496,439 430,212 404,086 378,058 176,693
Series B ESOP convertible
preferred stock 5,459 4,711 3,905 2,998 2,059
Shareholders' equity 359,659 361,368 346,988 333,749 318,900
(a) See "Note 14. Acquisition" of the Notes to Consolidated Financial
Statements.
(b) The Company adopted the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes ("SFAS 109") in 1992 and
elected not to restate prior year financial statements. The effect from
prior years of adopting SFAS 109 as of the beginning of fiscal 1992 was
a net deferred income tax benefit of $7,500,000 and it was reflected in
the 1992 Consolidated Statement of Operations as the Cumulative effect
of accounting change.
F-39
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Shareholders and Board of Directors
Aztar Corporation
Our report on the consolidated financial statements of Aztar Corporation and
Subsidiaries is included in this report on Form 10-K on page F-1. In
connection with our audits of such consolidated financial statements, we have
also audited the related financial statement schedule listed in the index on
page 29 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
February 14, 1996
S-1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
AZTAR CORPORATION AND SUBSIDIARIES
For the Years Ended December 28, 1995, December 29, 1994 and December 30, 1993
(in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------ ------------ ------------ ------------ ------------
Balance at Balance at
Beginning End of
Description of Year Additions Deductions Year
- ------------------- ------------ ------------ ---------- ------------
Allowance for
doubtful accounts
receivable:
1995 $ 10,720 $ 3,611(a) $ 4,426(d) $ 9,905
1994 9,908 3,102(a) 2,290(d) 10,720
1993 13,124 1,566(a) 4,782(d) 9,908
Deferred income
tax asset
valuation
allowance:
1995 $ 11,572 $ 287(a) $ 3,663(e) $ 8,196
1994 18,590 398(a) 7,905(e) 11,572
489(b)
1993 22,309 469(c) 4,188(e) 18,590
(a) Charged to costs or expenses.
(b) Reflects adjustments to the deferred income tax asset account.
(c) Reflects an adjustment to the deferred income tax asset account for the
effect of legislation that increased the federal income tax rate from 34%
to 35%.
(d) Related assets charged against allowance account.
(e) Reflects reductions of $3,622,000, $6,286,000 and $3,878,000 in 1995,
1994 and 1993, respectively, with a corresponding increase in income tax
benefits or decreases in income tax provisions for 1995, 1994 and 1993.
These reductions reflect the generation of taxable income and the
likelihood of future taxable income prior to expiration of the loss and
credit carryforwards. In addition, $520,000 that was included in the
December 30, 1993 valuation allowance was allocated to shareholders'
equity during 1994. The remainder of the reductions in 1995, 1994 and
1993 represented charges of deferred tax assets against the valuation
allowance account.
S-2
EXHIBIT INDEX
- -------------
3.1 Restated Certificate of Incorporation, filed as Exhibit 3.1 to
Aztar Corporation's Registration Statement No. 33-32009 and
incorporated herein by reference.
3.2 By-Laws, as amended and restated May 9, 1991, filed as Exhibit 1
to Aztar Corporation's Form 8-K dated May 9, 1991 and incorporated
herein by reference.
4.1 Rights Agreement between Aztar Corporation and First Interstate
Bank of Arizona, N.A. as Rights Agent, filed as Exhibit 4.1 to
Aztar Corporation's Registration Statement No. 33-51008 and
incorporated herein by reference.
4.2 Indenture, dated as of October 8, 1992, between Aztar Corporation
and Bank of America National Trust & Savings Association, as
Trustee, relating to the Senior Subordinated Notes due 2002 of
Aztar Corporation, filed as Exhibit 4.1 to Aztar Corporation's Form
10-Q for the quarter ended October 1, 1992 and incorporated herein
by reference.
4.3 Supplemental Indenture Evidencing Appointment of Successor Trustee,
dated January 12, 1995, between Aztar Corporation and First Bank
National Association, as successor Trustee, supplementing the
Indenture dated as of October 8, 1992, filed as Exhibit 4.3 to
Aztar Corporation's 1994 Form 10-K and incorporated herein by
reference.
4.4 Indenture, dated as of October 1, 1994, between Aztar Corporation
and American Bank National Association, as Trustee, relating to the
13 3/4% Senior Subordinated Notes Due 2004 of Aztar Corporation,
filed as Exhibit 4 to Aztar Corporation's Form 10-Q for the quarter
ended September 29, 1994 and incorporated herein by reference.
10.1 Amended and Restated Lease (Tropicana Hotel/Casino) between
Tropicana Enterprises and Hotel Ramada of Nevada, dated November
1, 1984, filed as Exhibit 10.20 to Ramada Inc.'s 1984 Form 10-K
(Commission File Reference Number 1-5440) and incorporated herein
by reference.
10.2 Amended and Restated Partnership Agreement by and between the Jaffe
Group and Adamar of Nevada, entered into as of November 1, 1984,
filed as Exhibit 10.22 to Ramada Inc.'s 1984 Form 10-K (Commission
File Reference Number 1-5440) and incorporated herein by reference.
*10.3(a) Severance Agreement, dated July 17, 1995, by and between Aztar
Corporation and Paul E. Rubeli, filed as Exhibit 10.1 to Aztar
Corporation's Form 10-Q for the quarter ended September 28, 1995
and incorporated herein by reference.
*10.3(b) Severance Agreement, dated July 17, 1995, by and between Aztar
Corporation and Robert M. Haddock, filed as Exhibit 10.2 to Aztar
Corporation's Form 10-Q for the quarter ended September 28, 1995
and incorporated herein by reference.
*Indicates a management contract or compensatory plan or arrangement.
E-1
EXHIBIT INDEX
- -------------
*10.3(c) Severance Agreement, dated July 18, 1995, by and between Aztar
Corporation and Nelson W. Armstrong, Jr., filed as Exhibit 10.3 to
Aztar Corporation's Form 10-Q for the quarter ended September 28,
1995 and incorporated herein by reference.
*10.3(d) Severance Agreement, dated July 24, 1995, by and between Aztar
Corporation and Meridith P. Sipek, filed as Exhibit 10.4 to Aztar
Corporation's Form 10-Q for the quarter ended September 28, 1995
and incorporated herein by reference.
*10.3(e) Severance Agreement, dated July 25, 1995, by and between Aztar
Corporation and Joe Cole, filed as Exhibit 10.5 to Aztar
Corporation's Form 10-Q for the quarter ended September 28, 1995
and incorporated herein by reference.
*10.3(f) Severance Agreement, dated July 17, 1995, by and between Aztar
Corporation and Neil A. Ciarfalia, filed as Exhibit 10.6 to Aztar
Corporation's Form 10-Q for the quarter ended September 28, 1995
and incorporated herein by reference.
10.4(a) Reducing Revolving Loan Agreement, dated as of October 4, 1994,
among Aztar Corporation, Adamar of New Jersey, Inc., Ramada
Express, Inc. and the banks therein named; Societe Generale and
Midlantic Bank, N.A., as lead managers; Bank One, Arizona, N A and
Credit Lyonnais, as co-agents; Bankers Trust Company, as co-
managing agent; and, Bank of America National Trust and Savings
Association, as managing agent, filed as Exhibit 10 to Aztar
Corporation's form 10-Q for the quarter ended September 29, 1994
and incorporated herein by reference.
**10.4(b) Amendment No. 1 to Reducing Revolving Loan Agreement, dated as of
November 3, 1995, among Aztar Corporation, Adamar of New Jersey,
Inc., Ramada Express, Inc. and the banks therein named.
**10.4(c) Amendment No. 2 to Reducing Revolving Loan Agreement, dated as of
December 28, 1995, among Aztar Corporation, Adamar of New Jersey,
Inc., Ramada Express, Inc. and the banks therein named.
*10.5 Aztar Corporation 1989 Stock Option and Incentive Plan filed as
Exhibit 4 to Aztar Corporation's Registration Statement No. 33-
32399 and incorporated herein by reference.
*10.6(a) Employee Stock Ownership Plan of Aztar Corporation, as amended and
restated effective December 19, 1989, dated December 12, 1990,
filed as Exhibit 10.60(a) to Aztar Corporation's 1990 Form 10-K and
incorporated herein by reference.
*Indicates a management contract or compensatory plan or arrangement.
**Filed herewith
E-2
EXHIBIT INDEX
- -------------
10.6(b) Term Loan Agreement, dated as of December 19, 1989, by and among
State Street Bank and Trust Company, as Trustee, Adamar Garage
Corporation, as lender, and Aztar Corporation, filed as Exhibit
10.50(b) to Aztar Corporation's Registration Statement No. 33-51008
and incorporated herein by reference.
10.6(c) Preferred Stock Purchase Agreement, dated as of December 19, 1989,
between Ramada Inc. and State Street Bank and Trust Company, as
Trustee, filed as Exhibit 10.50(c) to Aztar Corporation's
Registration Statement No. 33-51008 and incorporated herein by
reference.
10.6(d) Letter Agreement, dated as of December 19, 1989, between Aztar
Corporation and State Street Bank and Trust Company, as Trustee,
relating to the Employee Stock Ownership Plan of Aztar Corporation,
filed as Exhibit 10.50(d) to Aztar Corporation's Registration
Statement No. 33-51008 and incorporated herein by reference.
10.7(a) Agreement and Plan of Merger, dated as of April 17, 1989, among New
World Hotels (U.S.A.), Inc., RI Acquiring Corp. and Ramada Inc.,
as amended and Restated as of October 23, 1989, filed as Exhibit
2.1 to Aztar Corporation's Registration Statement No. 33-32009 and
incorporated herein by reference.
10.7(b) Letter, dated as of October 23, 1989, from Ramada Inc. to New World
Hotels (U.S.A.), Inc. regarding "Net Cash Flows from Investing
Activities", filed as Exhibit 2.1(a) to Aztar Corporation's
Registration Statement No. 33-32009 and incorporated herein by
reference.
10.7(c) Letter, dated as of October 23, 1989, from Ramada Inc. to New World
Hotels (U.S.A.), Inc. regarding certain franchising matters and
hotel projects, filed as Exhibit 2.1(b) to Aztar Corporation's
Registration Statement No. 33-32009 and incorporated herein by
reference.
10.8 Reorganization Agreement, dated as of April 17, 1989, between
Ramada Inc. and Aztar Corporation, as amended and restated as of
October 23, 1989, filed as Exhibit 2.2 to Aztar Corporation's
Registration Statement No. 33-32009 and incorporated herein by
reference.
10.9 Tax Sharing Agreement, dated as of April 17, 1989, among New World
Hotels (U.S.A), Inc., Ramada Inc. and Aztar Corporation, as amended
and restated as of October 23, 1989, filed as Exhibit 2.3 to Aztar
Corporation's Registration Statement No. 33-32009 and incorporated
herein by reference.
10.10 Guaranty and Acknowledgement Agreement, dated as of April 17, 1989,
among New World Development Company Limited, New World Hotels
(Holdings) Limited, New World Hotels (U.S.A.), Inc. and RI
Acquiring Corp., filed as Exhibit 2.4 to Aztar Corporation's
Registration Statement No. 33-29562 and incorporated herein by
reference.
E-3
EXHIBIT INDEX
- -------------
10.11 Master Consent Agreement, dated July 18, 1989, by and among Ramada
Inc., Adamar of Nevada, Hotel Ramada of Nevada, Adamar of New
Jersey, Inc., Aztar Corporation, Tropicana Enterprises, Trop C.C.
and the Jaffe Group, with attached exhibits, filed as Exhibit 10.50
to Aztar Corporation's Registration Statement No. 33-29562 and
incorporated herein by reference.
*10.12 Aztar Corporation 1990 Nonemployee Directors Stock Option Plan, as
amended and restated effective March 15, 1991, filed as Exhibit A
to Aztar Corporation's 1991 definitive Proxy Statement and
incorporated herein by reference.
*10.13 Aztar Corporation Nonqualified Retirement Plan for Senior
Executives, dated September 5, 1990, filed as Exhibit 10.2 to Aztar
Corporation's Form 10-Q for the quarter ended September 27, 1990
and incorporated herein by reference.
10.14 Second Amended and Restated Loan Agreement, dated October 4, 1994,
among Tropicana Enterprises, Hotel Ramada of Nevada and the banks
therein named; Societe Generale and Midlantic Bank, N.A., as lead
managers; Bank One, Arizona, N A and Credit Lyonnais, as co-agents;
Bankers Trust Company, as co-managing agent; and, Bank of America
National Trust and Savings Association, as managing agent.
*10.15 Summary of deferred compensation program for designated executives
of Ramada, dated November 10, 1983, filed as Exhibit 10(r) to
Ramada Inc.'s 1983 Form 10-K (Commission File Reference Number 1-
5440) and incorporated herein by reference.
*10.16 Deferred Compensation Agreements entered into by and between Ramada
and designated executives (including each Executive Officer), dated
December 1, 1983, 1984 or 1985, filed as Exhibits 10.60(a) through
(w) to Aztar Corporation's Registration Statement No. 33-51008 and
incorporated herein by reference.
*10.17 Deferred Compensation Plan for Directors, dated December 1, 1983,
filed as Exhibit 10(t) to Ramada Inc.'s 1983 Form 10-K (Commission
File Reference Number 1-5440) and incorporated herein by reference.
*10.18 Deferred Compensation Agreements entered into by and between Ramada
and certain outside Directors as of December 1, 1983, filed as
Exhibits 10.62(a),(b),(c) and (d) to Aztar Corporation's
Registration Statement No. 33-51008 and incorporated herein by
reference.
**11. Statement Regarding Computation of Per Share Earnings.
**21. Subsidiaries of Aztar Corporation.
**23. Consent of Coopers & Lybrand L.L.P.
**27. Financial Data Schedule.
*Indicates a management contract or compensatory plan or arrangement.
**Filed herewith
E-4