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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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 333-114335
POSTER FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 56-2370836
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
129 E. Fremont Street, Las Vegas, Nevada
(Address of principal executive offices)
89101
(Zip Code)
(702) 385-7111
Registrant's telephone number,
including area code
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 |_|
Indicate by check mark whether the registrant is an accelerated filer.
Yes|_| No |X|
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, no par value, 100 outstanding shares as of May 16, 2005
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Form 10-Q
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements
Poster Financial Group, Inc.
Consolidated Balance Sheets as of December 31, 2004 and March 31, 2005 (unaudited)..................
Unaudited Consolidated Statement of Operations for the Three Months Ended March 31, 2004 and 2005...
Unaudited Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2004 and 2005...
Notes to Unaudited Consolidated Financial Statements................................................
Golden Nugget Group
Unaudited Combined Statements of Operations for the Three Months Ended March 31, 2004...............
Unaudited Combined Statements of Cash Flows for the Three Months Ended March 31, 2004 ..............
Notes to Unaudited Combined Financial Statements....................................................
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 19
Item 3. Quantitative and Qualitative Disclosure About Market Risk 36
Item 4. Disclosure Controls and Procedures 37
Part II. Other Information 38
Item 1. Legal Proceedings 38
Item 2. Changes in Securities and Use of Proceeds 38
Item 3. Defaults Upon Senior Securities 40
Item 4. Submission of Matters to a Vote of Security Holders 40
Item 5. Other Information 41
Item 6. Exhibits 41
Signature 42
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Consolidated Balance Sheets
(Thousands of dollars)
December 31, March 31,
2004 2005
-------------- -------------
(unaudited)
Assets
Current assets
Cash and cash equivalents $15,321 $17,281
Accounts receivable, net 16,370 13,179
Inventories 3,228 3,097
Prepaid expenses and other 4,832 5,598
Assets held for sale 43,076 42,982
------------- ------------
Total current assets 82,827 82,137
Property and equipment, net 152,793 150,638
Investment in joint venture 5,351 5,436
Deposits and other assets, net 36,203 35,494
------------- ------------
Total assets $277,174 $273,705
============= ============
Liabilities and Stockholder's Equity
Current liabilities
Accounts payable $8,534 $6,944
Current portion of notes payable 119 119
Bank credit facility classified as currently payable 36,036 36,724
Other accrued liabilities 33,224 28,195
Liabilities related to assets held for sale 5,783 4,315
-------------- -------------
Total current liabilities 83,696 76,297
Notes payable, net of current portion 155,272 155,272
-------------- -------------
Total liabilities 238,968 231,569
-------------- -------------
Contingencies and Commitments
Stockholder's equity
Common stock (no par value; 10,000 shares authorized;
100 shares issued andoutstanding) -- --
Paid-in capital in excess of par value 50,000 53,000
Retained earnings (deficit) (11,794) (10,864)
-------------- -------------
Total stockholder's equity 38,206 42,136
-------------- -------------
Total liabilities and stockholder's equity $277,174 $273,705
============== =============
The accompanying notes are an integral part of these financial statements.
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Unaudited Consolidated Statements of Operations
(Thousands of dollars)
March 31, 2004 March 31, 2005
-------------- ---------------
Revenues
Casino $28,677 $33,724
Rooms 9,561 13,880
Food and beverage 8,692 12,164
Entertainment, retail and other 2,647 2,743
-------------- ----------------
Gross revenues 49,577 62,511
Promotional allowances (5,593) (7,591)
-------------- ----------------
Net revenues 43,984 54,920
-------------- ----------------
Costs and expenses
Casino 15,642 20,596
Rooms 3,542 4,932
Food and beverage 5,537 7,593
Entertainment, retail and other 2,201 2,417
Provision for doubtful accounts 606 916
General and administrative 8,226 10,645
Severance payments -- 1,268
(Gain) loss on disposal of fixed assets -- (3)
Depreciation and amortization 2,520 4,024
-------------- ----------------
Total cost and expenses 38,274 52,388
-------------- ----------------
Operating income (loss) 5,710 2,532
-------------- ----------------
Other income (expense)
Equity in loss of joint venture (83) (150)
Interest income 76 8
Interest expense (3,951) (4,555)
-------------- ----------------
Total other income (expense) (3,958) (4,697)
-------------- ----------------
Income (loss) from continuing operations 1,752 (2,165)
Discontinued Operations
Income from discontinued operations 1,410 3,095
-------------- ----------------
Net income (loss) $3,162 $930
============== ================
The accompanying notes are an integral part of these financial statements.
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Unaudited Consolidated Statements of Cash Flows
(Thousands of dollars)
March 31, March 31,
2004 2005
-------------- --------------
Cash flows from operating activities
Net income (loss) $3,162 $930
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,769 4,039
Provision for doubtful accounts 611 916
Gain on sale of assets -- (486)
Equity in loss of joint venture 83 150
Changes in operating assets and liabilities, net of amounts resulting from
acquisition of the Golden Nugget Group:
(Increase) Decrease in accounts receivable (3,433) 2,387
(Increase) Decrease in inventories 31 230
(Increase) Decrease in prepaid expenses and other (1,936) (751)
(Increase) Decrease in deposits and other assets 2,415 637
Increase (Decrease) in accounts payable (6,060) (462)
Increase in other accrued liabilities 5,415 (4,754)
-------------- --------------
Net cash provided by operating activities 3,057 2,836
-------------- --------------
Cash flows from investing activities
Acquisition of property, equipment and improvements (2,065) (2,189)
Acquisition of the Golden Nugget Group, net of cash acquired of $11,942 (201,782) --
Proceeds from sale of equipment -- 1,125
Contributions to joint venture -- (235)
(Increase) Decrease in restricted cash 159,548 --
-------------- --------------
Net cash used in investing activities (44,299) (1,299)
-------------- --------------
Cash flows from financing activities
Payments on senior secured notes payable -- (700)
Proceeds from issuance of term loan 20,000 --
Net borrowings under revolving credit facility 1,154 1,388
Change in bank overdraft 5,561 (2,871)
Additional contributions of equity from PB Gaming 39,117 3,000
-------------- --------------
Net cash provided by financing activities 65,832 817
-------------- --------------
Net increase in cash and cash equivalents 24,590 2,354
Cash related to discontinued operations -- (9,192)
Cash and cash equivalents, beginning of period -- 24,119
-------------- --------------
Cash and cash equivalents, end of period $ 24,590 $17,281
============== ==============
The accompanying notes are an integral part of these financial statements.
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Notes to Unaudited Consolidated Financial Statements
1. Organization
Poster Financial Group, Inc. ("Poster Financial" or the "Company") is
a Nevada corporation, formed on June 2, 2003 as a holding corporation, for the
purpose of completing the acquisition (the "Acquisition") of the Golden Nugget
Group, as more fully described in Note 3. The Company is a wholly owned
subsidiary of PB Gaming, Inc. ("PB Gaming" or the "Parent").
After completion of the Acquisition, the Company owns and operates the
following entities:
o The Golden Nugget--Las Vegas, a hotel-casino and entertainment
resort located in downtown Las Vegas, Nevada and operated by
GNLV, CORP., a Nevada corporation ("GNLV").
o The Golden Nugget--Laughlin, a hotel-casino resort located in
Laughlin, Nevada and operated by GNL, CORP., a Nevada
corporation ("GNL"). On November 8, 2004, the Company entered
into an agreement to sell all the issued and outstanding
capital stock of GNL. See Notes 2 and 7.
GNLV also has a wholly owned subsidiary, Golden Nugget Experience, LLC
("GNE"), a Nevada limited liability company. GNE is a holding company that has
an investment in The Fremont Street Experience Limited Liability Company, a
Nevada limited liability company (the "Fremont Street Experience") organized to
enhance tourism in downtown Las Vegas, Nevada. The Fremont Street Experience is
owned by a group of unrelated casino operators in downtown Las Vegas, and
operates retail malls, parking garages, entertainment venues and a pedestrian
mall that encloses a city street (Fremont Street), located adjacent to the
Golden Nugget--Las Vegas. GNE holds 17.65% of the voting units and 50.0% of the
non-voting units of the Fremont Street Experience, and accounts for its
investment utilizing the equity method of accounting.
The Acquisition closed on January 23, 2004. The total purchase price
for the Golden Nugget Group was approximately $216.7 million, comprised of a
base purchase price of $215.0 million, adjusted for working capital of the
Group at the date of closing (a decrease in the purchase price of approximately
$1.8 million at closing) and transaction expenses of approximately $3.5
million.
On February 4, 2005, Poster Financial entered into an agreement (the
"Landry's Purchase Agreement") to sell the Golden Nugget Hotel-Casino Las
Vegas to Houston, Texas-based Landry's Restaurants, Inc. ("Landry's") for
approximately $140 million in cash, and an additional payment by Landry's for
certain working capital liabilities. Under the terms of the transaction, PB
Gaming agreed to sell all of the shares of Poster Financial to LSRI Holdings,
Inc. ("LSRI"), a wholly owned subsidiary of Landry's.
Landry's informed Poster Financial that on May 11, 2005, LSRI
assigned to Landry's Gaming, Inc., a newly formed Nevada corporation and
wholly owned subsidiary of Landry's ("Landry's Gaming"), all of LSRI's rights,
interests and obligations in, to and under the Landry's Purchase Agreement,
and Landry's Gaming accepted and assumed all rights, interests and obligations
of LSRI under the Landry's Purchase Agreement and agreed to be bound by the
terms of the Landry's Purchase Agreement as the assignee of LSRI. This
assignment and assumption does not relieve LSRI of its obligations under the
Landry's Purchase Agreement.
Pursuant to the terms of the Landry's Purchase Agreement, LSRI
deposited $25 million into an escrow account with Chicago Title of Nevada,
Inc., the escrow agent, as a non-refundable deposit, except as otherwise
expressly provided in the Landry's Purchase Agreement. Landry's Gaming may
terminate the Landry's Purchase Agreement for any reason or no reason in its
sole and absolute discretion.
Under the terms of the Landry's Purchase Agreement, the outstanding 8
3/4% Senior Secured Notes due 2011 (the "Senior Notes") will remain outstanding
obligations of Poster Financial following the closing. The consummation of the
sale will result in a change of control of Poster Financial under the indenture
governing the Senior Notes and, as a result, Poster Financial will be required
within 30 days of such change of control to commence an offer to purchase all
outstanding Senior Notes for 101% of the aggregate principal amount of the
Senior Notes, plus any accrued and unpaid interest. Under the terms of the
Landry's Purchase Agreement, amounts outstanding at closing under the Company's
senior secured credit facility will be paid off by Landry's or Landry's will
seek consent from the lender under such facility for such amounts to remain
outstanding.
2. Significant Accounting Policies and Basis of Presentation
The consolidated financial statements included of the Company as of
March 31, 2005 and for the three month period then ended have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The preparation of the consolidated
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates. In the opinion of management, all
adjustments, consisting of normal recurring items and estimates necessary for a
fair presentation of the results for interim periods, have been made. These
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto for the Company as of December 31, 2004
and for the period from June 2, 2003 (inception) through December 31, 2003.
Principles of Consolidation
All inter-company accounts and transactions between the Company and
GNLV and GNL are eliminated in consolidation. All inter-company accounts and
transactions between GNLV and GNE are eliminated in consolidation.
On November 8, 2004, the Company entered into an agreement to sell all
of the issued and outstanding capital stock of GNL, which sale was not
completed at March 31, 2005. At March 31, 2005, the Company anticipated the
transaction to close in 2005. Consequently, the assets of GNL as of December
31, 2004 and March 31, 2005 are classified on the consolidated balance sheet as
assets held for sale, and the liabilities of GNL are classified as liabilities
related to assets held for sale. The results of operations for GNL are
reflected in discontinued operations in the accompanying consolidated
statements of operations for the three month periods ended March 31, 2004
(reflecting the period when GNL was owned by the Company, from January 23, 2004
through December 31, 2004) and March 31, 2005. See Note 7 - Discontinued
Operations.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of casino accounts
receivable. The Company extends credit to approved casino customers following
background checks and investigations of creditworthiness.
Trade receivables, including casino and hotel receivables, are
typically non-interest bearing and are initially recorded at cost. Accounts are
written off when management deems the account to be uncollectible. Recoveries
of accounts previously written off are recorded when received. An estimated
allowance for doubtful accounts is maintained to reduce the Company's
receivables to their carrying amount, which approximates fair value. The
allowance is estimated based on specific review of customer accounts as well as
historical collection experience and current economic and business conditions.
Management believes that as of March 31, 2005, no significant concentrations of
credit risk existed for which an allowance had not already been recorded.
Inventories
Inventories consisting of principally food and beverage, operating
supplies and gift shop items are stated at the lower of cost or market value.
Cost is determined by the first-in, first-out method.
Property and Equipment
Property and equipment are stated at cost. Depreciation expense is
computed utilizing the straight-line method over the estimated useful lives of
the depreciable assets, as follows:
Buildings and improvements 15 - 40 years
Land improvements 15 - 40 years
Equipment, furniture, fixtures and leasehold improvements 3 - 20 years
Certain equipment held under capital leases are classified as property
and equipment and amortized using the straight-line method over the lease term
and the related obligations are recorded as liabilities. Costs of major
improvements are capitalized; costs of normal repairs and maintenance are
charged to expense as incurred. Gains or losses on dispositions of property and
equipment are recognized in the consolidated statements of operations when
incurred.
Revenue Recognition and Promotional Allowances
Casino revenue is the aggregate net difference between gaming wins and
losses, with liabilities recognized for funds deposited by customers before
gaming play occurs ("casino front money") and for chips in the customer's
possession ("outstanding chip liability"). Casino revenues are recognized net
of certain sales incentives in accordance with the Emerging Issues Task Force
("EITF") consensus on Issue 01-9, "Accounting for Consideration Given by a
Vendor to a Customer (Including a Reseller of the Vendor's Products)." Under
the guidance of the EITF, the Company recognizes sales incentives as a
reduction of revenue. In addition, accruals for the cost of cash-back points in
point-loyalty programs, such as points earned in slot players clubs, are
recorded as a reduction of revenue.
Hotel, food and beverage, entertainment and other operating revenues
are recognized as services are performed. Advance deposits on rooms and advance
ticket sales are recorded as accrued liabilities until services are provided to
the customer. The retail value of accommodations, food and beverage, and other
services furnished to hotel-casino guests without charge is included in gross
revenue and then deducted as promotional allowances.
The estimated cost of providing such promotional allowances is
primarily included in casino expenses as follows:
For the Three For the Three
Months Ended Months Ended
March 31, 2004 March 31, 2005
-------------- --------------
Rooms $2,163 $2,209
Food and beverage 6,303 6,331
Other 749 547
-------------- --------------
$9,215 $9,087
============== ==============
The estimated retail value of such promotional allowances is included
in operating revenues as follows:
For the Three For the Three
Months Ended Months Ended
March 31, 2004 March 31, 2005
-------------- --------------
Rooms $3,085 $3,369
Food and beverage 5,481 5,863
Other 630 375
-------------- --------------
$9,196 $9,607
============== ==============
3. Golden Nugget Acquisition
On January 23, 2004, the Company completed the Acquisition of the
Golden Nugget Group from MGM MIRAGE. The purchase price for the Acquisition was
approximately $213.7 million, reflecting a base purchase price of $215.0
million less an adjustment for working capital at the date of the closing of
approximately $4.8 million plus acquisition related expenses of approximately
$3.5 million. There are no contingent payments.
The transaction has been accounted for as a purchase and accordingly,
the purchase price has been allocated to the underlying assets acquired and
liabilities assumed based upon their estimated fair values at the date of the
Acquisition. Results of operations for the acquired companies have been
reflected in the Company's financial statements from the day the acquisition
closed.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of Acquisition. The allocation of
the purchase price to the fair value of net assets acquired has been based on
appraisals of the assets acquired (amounts in thousands):
Adjusted
Purchase
At Revision Price
January 23, 2004 in Estimate Allocation
------------------ ------------------ -------------
Working Capital Items
Cash and cash equivalents $ 11,943 $ -- $ 11,943
Accounts receivable, net 4,219 -- 4,219
Inventories 3,918 -- 3,918
Prepaid expenses and other 4,646 -- 4,646
Deposits and other assets 2,357 -- 2,357
Accounts payable and accrued liabilities (22,292) -- (22,292)
Notes payable (500) -- (500)
------------------ ----------------- -------------
Subtotal--Working Capital Items 4,291 -- 4,291
------------------ ----------------- -------------
Long-lived Assets:
Property & Equipment
Land 19,992 1,071 21,063
Buildings 132,620 (4,699) 127,921
Construction in Progress 2,686 162 2,848
FFE and Equipment 29,900 1,978 31,878
Intangibles
Tradename 12,458 666 13,124
Player Club 4,585 300 4,885
Artwork and Display Nugget 2,432 177 2,609
Investment in Joint Venture 4,760 345 5,105
------------------ ------------------ -------------
Subtotal--long-lived assets 209,433 -- 209,433
------------------ ------------------ -------------
Total purchase price allocated $ 213,724 $ -- $ 213,724
================== ================== =============
In the quarter ended September 30, 2004 the Company adjusted its
initial purchase price allocation to reflect the results of a detailed cost
segregation study of the GNLV buildings. The study resulted in a reduction in
the net allocated cost to the building of approximately $4.7 million, offset by
pro-rata adjustments to other long-lived assets, and is reflected in the
amounts presented above. There was no goodwill resulting from the Acquisition.
Had the Acquisition taken place on January 1, 2004, results of
operations would have reflected the following pro forma amounts for the three
month period ended March 31, 2004 (amounts in thousands):
Three Months
Ended March 31,
2004
---------------
Net revenues $ 56,151
---------------
Operating income $ 8,843
---------------
Net income from continuing operations $ 4,478
---------------
The principal differences between reported amounts and the pro forma
amounts result from the addition of historical operating results for the Golden
Nugget Group for the period January 1 through January 22, 2004; elimination of
the MGM MIRAGE management fee, changes in depreciation and amortization
resulting from the new basis in assets acquired, and elimination of the
provision for income taxes due to the election of PB Gaming to have each of its
subsidiaries treated as a qualified Subchapter S corporation subsidiary for
income tax purposes. In addition, signing bonuses paid to key executives upon
completion of the Acquisition of approximately $1.3 million are included in the
actual results for the three months ended March 31, 2004 but have been excluded
from the pro forma results presented above because such bonuses are
non-recurring in nature, are directly related to the Acquisition, and are not
reflective of the results of operations on a pro forma basis.
4. Supplemental information relating to Cash Flows
The following is supplemental cash flow information relating to
interest paid and distributions (for income taxes) to PB Gaming:
For the Three For the Three
Months Ended Months Ended
March 31, 2004 March 31, 2005
-------------- --------------
(in thousands of dollars)
-------------------------------
Interest paid $ 3 $716
-------------- --------------
Distributions for income taxes $ -- $ --
============== ==============
The following information presents supplemental cash flows information
of assets acquired and liabilities assumed in connection with the Golden Nugget
Acquisition (in thousands of dollars):
Accounts receivable $4,219
Inventories 3,918
Prepaid expenses and other 4,646
Property and equipment 184,987
Tradename and other intangibles 17,023
Investment in joint venture 4,995
Deposits and other assets 4,786
Accounts payable (2,098)
Other accrued liabilities (20,194)
Notes payable (500)
-------------
$201,782
Plus, cash acquired 11,942
-------------
Total purchase price and acquisition costs $213,724
=============
5. Employee Benefit Plan
Employees of the Company who are members of various unions are covered
by union-sponsored, collective bargained, multi-employer health and welfare and
defined benefit pension plans. The Company recorded an expense of $2.4 million
for the three month period ended March 31, 2005 under such plans. The plans'
sponsors have not provided sufficient information to permit the Company to
determine its share of unfunded vested benefits, if any. However, based on
available information, management does not believe that unfunded amounts
attributable to its casino operations are material.
The Company is self-insured for most health care benefits for its
non-union employees. The liability for claims filed and estimates of claims
incurred but not reported is included in the "Other accrued liabilities"
caption in the accompanying consolidated balance sheets.
The Company sponsors a retirement savings plan under Section 401(k) of
the Internal Revenue Code covering its non-union employees. The plan is
available to certain employees with at least three months of service. The plan
allows eligible employees to defer, within prescribed limits, up to 20 percent
of their income on a pre-tax basis through contributions to the plan. The
Company matches, within prescribed limits, a portion of eligible employees'
contributions up to a maximum of 2 percent of an employees' eligible
compensation. The Company recorded charges for matching contributions of
approximately $189,000 for the three month period ended March 31, 2005.
6. Fremont Street Experience
The Company indirectly owns 17.65% of the voting units and 50.0% of
the non-voting units of the Fremont Street Experience. This investment is
accounted for under the equity method of accounting. Under the equity method,
the carrying value of the investment is adjusted by the Company's share of
earnings, losses, capital contributions and distributions. Activity relating to
the Company's investment in the Fremont Street Experience for the period from
the date of Acquisition through March 31, 2005 is as follows (in thousands of
dollars):
Acquisition of investment $5,105
Contributions 939
Equity in loss of joint venture (608)
-----------
Investment Balance--end of period $5,436
===========
The investment balance reflects the Company's member's equity in
Fremont Street Experience, comprised of cumulative contributions, adjusted for
the Golden Nugget Group's proportional interest in profits or losses, as well
as an additional $1.8 million contribution made by the Golden Nugget Group in
1995 on a voluntary basis, and used by the Fremont Street Experience to acquire
additional fixed assets used in its operations.
The $5.4 million member's equity carried by the Golden Nugget Group is
approximately $0.3 million less than the proportional amount of members'
capital reported by the Fremont Street Experience due to values assigned in the
allocation of purchase price resulting from the Acquisition.
The additional contribution of $1.8 million represents a non-voting
interest which has been treated as a redeemable preferred member contribution
of the Fremont Street Experience. The redeemable preferred member contribution
does not have any profit distribution and must be repaid before any
distributions are made on voting interests.
Summarized financial information of the Fremont Street Experience is
as follows:
As of
March 31, 2005
(in thousands
of dollars)
--------------
Current assets $1,695
Non-current assets 42,511
--------------
Total assets $44,206
==============
Current liabilities 215
Non-current liabilities 16,125
Preferred member contribution 3,040
Members' capital 24,826
--------------
Total liabilities and members' capital $44,206
==============
Three Months
Ended
March 31, 2005
--------------
Total revenues $1,252
Costs and expenses 2,574
--------------
Net loss $(1,322)
==============
The proportionate share of the Company's loss of the Fremont Street
Experience for the three months ended March 31, 2005 is approximately $150,000.
7. Discontinued Operations
On November 8, 2004, Poster Financial entered into a stock purchase
agreement (the "Barrick Purchase Agreement") to sell the Golden Nugget
- --Laughlin to Las Vegas-based gaming and real estate company, Barrick
Gaming Corporation ("Barrick") for $31 million, plus working capital at the
closing of the transaction as calculated under the Barrick Purchase Agreement.
The transaction includes a 24-month license agreement for the limited use of
the Golden Nugget--Laughlin name and brand. The parties previously agreed to
extend the outside termination date of the Barrick Purchase Agreement from May
8, 2005 to May 31, 2005.
On May 16, 2005, Poster Financial received a letter from Barrick's
outside counsel purporting to terminate the Barrick Purchase Agreement on the
grounds that Poster Financial and certain of its affiliates allegedly breached
certain provisions of the Barrick Purchase Agreement. In addition, Barrick
alleges that it is entitled to the $1 million it placed into escrow upon the
execution of the Barrick Purchase Agreement. Poster Financial vigorously
disputes any assertion that it has breached any of the provisions of the
Barrick Purchase Agreement or that Barrick is entitled to any of the funds
that were placed into the escrow account. Poster Financial does not believe
that Barrick has the right to terminate the Barrick Purchase Agreement
pursuant to the terms thereof. Poster Financial is currently considering all
possible rights and remedies it might have against Barrick under the Barrick
Purchase Agreement or otherwise.
As of the date of this filing, Barrick has not secured gaming
approval for the transaction nor has the transaction been placed on the agenda
announcing the regularly scheduled May 2005 meeting of the Nevada Gaming
Commission. The Nevada Gaming Commission has the authority to call a special
meeting to consider items that are not placed on the agenda of a regularly
scheduled meeting. Under Nevada law, the Nevada Gaming Commission would need
to provide at least three working days public notice of any special meeting
and the agenda items. As of the date of this filing, no special meeting of the
Nevada Gaming commission has been scheduled or noticed to consider the
transaction. As noted above, the transaction cannot close without the approval
of the Nevada Gaming Commission.
In light of the foregoing, we believe that Barrick will not be able
to satisfy the closing conditions contained in the Barrick Purchase Agreement
and therefore we do not believe that the sale of the Golden Nugget--Laughlin
pursuant to the Barrick Purchase Agreement will be consummated. If the
transaction has not closed by May 31, 2005, the Barrick Purchase Agreement
will automatically terminate in accordance with its terms and thereafter will
be of no further force and effect.
The Landry's Purchase Agreement provides that if the sale of the
Golden Nugget--Laughlin were consummated, Poster Financial would apply, within
a reasonable time after the consummation of the transaction, the net proceeds
from such transaction to pay any amounts due and payable, including accrued and
unpaid interest, under the Credit Facility.
In the event the Barrick Purchase Agreement terminates in accordance
with its terms, Landry's Gaming would acquire the Golden Nugget--Laughlin in
addition to the Golden Nugget--Las Vegas because the Golden Nugget--Laughlin
would remain a wholly owned subsidiary of Poster Financial. Under the terms of
the Landry's Purchase Agreement, there is no adjustment to the purchase price
for the acquisition of the Golden Nugget--Laughlin because the net proceeds
that would have been applied to outstanding balances under the Credit Facility
would not have been received from Barrick.
On March 24, 2005, in connection with the proposed sale of the Golden
Nugget--Laughlin, we sold a motel formerly used by the Golden Nugget--Laughlin
to an unrelated third party. The motel is located in Bullhead City, Arizona and
occupies approximately two acres of land. Net proceeds from the sale were
approximately $1.1 million and were used to pay down debt outstanding under the
Credit Facility.
The net consideration for the proposed sale of the Golden Nugget
Laughlin and the estimated market value of the motel sold to a separate buyer
exceed the carrying value of the related assets at March 31, 2005. Accordingly,
no impairment is indicated and no adjustments have been reflected in the
accompanying financial statements. GNL has previously been operated as a
business segment of the Company.
The results of GNL are reflected as discontinued operations in the
accompanying Consolidated Statements of Operations for the three month periods
ended March 31, 2005 and 2004, since the date GNL was acquired as part of the
Acquisition. Net revenues of GNL for the period from January 23, 2004 (date of
Acquisition) through March 31, 2004 were $44 million and income from continuing
operations for the same period was $2,098.
The following table summarizes the assets and liabilities of GNL as of
March 31, 2005 that are included as assets and liabilities held for sale in the
accompanying Consolidated Balance Sheet:
As of
March 31, 2005
(in thousands
of dollars)
---------------
Cash $9,192
Accounts receivable 222
Inventory 596
Prepaid expenses and other 1,410
---------------
Total current assets 11,420
Property and equipment, net 30,767
Other assets 795
---------------
Total assets 42,982
Accounts payable (1,798)
Other current liabilities (2,516)
---------------
Total liabilities (4,315)
---------------
Net assets $38,667
===============
8. Segment Information
The Company owns and operates the Golden Nugget -- Las Vegas and the
Golden Nugget Laughlin. The properties market in each of their segments
primarily to middle-income guests. The major products offered in each segment
are as follows: casino entertainment, hotel rooms, and food and beverage. The
accounting policies of each business segment are the same as those described in
the summary of significant accounting policies. There are minimal inter-segment
sales.
As a result of the pending sale of GNL, the results of the Company
presented in continuing operations are a single segment.
9. Commitments and Contingences
Licensing Contingency
The Company conducts licensed gaming operations in Nevada. The Nevada
gaming authorities control approval of ownership interests in gaming
operations.
On January 22, 2004, the Nevada Gaming Commission ("NGC") found the
principal shareholders (the "Shareholders") of PB Gaming (who are also the
Chief Executive Officer and Chief Operating Officer of Poster Financial)
suitable as officers, directors and shareholders of PB Gaming and as officers
and directors of Poster Financial, and issued licenses to them as officers and
directors of GNLV and GNL. The findings of suitability and licenses issued to
the Shareholders expire in January 2008. During the four-year period in which
the findings of suitability and licenses are in effect, the Shareholders may
apply for new unlimited findings of suitability and licenses. No assurance can
be given that such applications would be granted without further limitation or
at all. If the Shareholders were found unsuitable, they would be required to be
removed from their positions as officers and directors and PB Gaming could be
required to redeem the stock in PB Gaming held by them at a price equal to fair
market value. Such an event could result in the liquidation of PB Gaming and
the Company.
Severance Payment
On March 4, 2005, Poster Financial and each of its wholly owned
subsidiaries entered into a Separation Agreement and General Release (the
"Separation Agreement") with Maurice Wooden, the former Chief Operating Officer
of Poster Financial. The Separation Agreement provides for Mr. Wooden's
resignation, effective as of March 4, 2005, from his position as Chief
Operating Officer and a director of Poster Financial and his resignation from
all positions as an officer, director or manager of Poster Financial, each of
Poster Financial's wholly owned subsidiaries and the Fremont Street Experience
LLC (collectively, the "Poster Companies").
Under the terms of the Separation Agreement, Poster Financial has
agreed to pay Mr. Wooden a separation payment equal to $1.25 million (the
"Separation Payment"), less all applicable withholdings. Mr. Wooden has agreed
to release PB Gaming, the Poster Companies, as well as LSRI and Landry's, and
each of the foregoing entities' respective parents, subsidiaries and affiliates
from all claims arising from the beginning of time to the date of the
Separation Agreement, including but not limited to claims relating to (i) Mr.
Wooden's employment relationship with the Poster Companies, (ii) all positions
Mr. Wooden previously held with the Poster Companies, (iii) the termination of
Mr. Wooden's employment relationship and positions with the Poster Companies
and (iv) all claims arising under the Employment Agreement, dated as of October
29, 2003, by and between Poster Financial and Mr. Wooden, which employment
agreement has been terminated as a result of the Separation Agreement.
The Separation Agreement provides that Mr. Wooden, for the period
commencing on March 4, 2005 and continuing until the earlier to occur of the
one year anniversary of the Closing Date (as such term is defined in the
Landry's Purchase Agreement) or October 31, 2006 (such period being referred to
as the "Noncompete Period"), shall not be employed by or otherwise associated
with any entity engaged in gaming in the State of Nevada or within a 150 mile
radius of any jurisdiction in which any member of the Poster Companies is
engaged in gaming during the Noncompete Period. Mr. Wooden has further agreed
that in the event of his breach of such noncompete obligations, he will
immediately become liable to the Company for a pro rata portion of the
Separation Payment.
The Separation Agreement also provides that Mr. Wooden, for the period
commencing on March 4, 2005 and continuing until February 28, 2007, will not
solicit customers, prospective customers or employees of the Poster Companies
and, at all times, will not disclose any trades secrets or proprietary or other
confidential information concerning any member of the Poster Companies.
10. Long-term debt
Notes
On December 3, 2003, the Company issued $155 million aggregate
principal amount of the "Senior Notes" to finance a portion of the purchase
price of the Acquisition. All payments with respect to the Senior Notes are
fully, unconditionally and irrevocably guaranteed, jointly and severally, by
all the Company's current and future restricted subsidiaries on a senior
secured basis. The Company's "restricted subsidiaries," which are subject to
many of the restrictive covenants in the indenture governing the Senior Notes,
currently are GNLV and GNL the Company's wholly owned subsidiaries, and GNE, a
wholly owned subsidiary of GNLV. The Senior Notes and the guarantees are
secured by a pledge of capital stock of the Company's restricted subsidiaries
and a security interest in substantially all of the Company's and the
guarantors' current and future assets. Such security interest is junior to the
security interest granted to the lenders under the Company's Credit Facility
(as defined below). Interest on the Notes is payable on June 1 and December 1
of each year.
Credit Facility
On January 23, 2004, the Company entered into the Credit Facility,
which was established pursuant to a loan and security agreement with Wells
Fargo Foothill, Inc. as administrative agent. The Credit Facility consists of a
$20.0 million amortizing term loan and a $15.0 million revolver (subsequently
amended to $25.0 million).
The Credit Facility contains covenants, including, among other things,
financial covenants, limitations on the Company from disposing of assets,
entering into mergers and certain acquisitions, incurring liens or
indebtedness, and entering into transactions with affiliates. The Company's
obligations under the Credit Facility are fully, unconditionally and
irrevocably guaranteed, jointly and severally, by all the Company's
subsidiaries. The Company's obligations under the Credit Facility are also
secured by a pledge of capital stock of the Company's restricted subsidiaries
and the Company's interest in the Fremont Street Experience, as well as a first
priority lien on substantially all of the Company's and the guarantors' current
and future assets. Interest on the Credit Facility accrues on all individual
borrowings at an interest rate determined at the option of the Company, at
either the LIBOR Index plus a 4% margin, or the Base Rate, defined as the
bank's prime rate plus a 3% margin.
At March 31, 2005, the Company failed to satisfy the financial
covenants under the loan and security agreement. On March 31, 2005, the Company
entered into a commitment letter arrangement with their lender, which on May 2,
2005, was formalized into an amendment to the loan and security agreement
relating to its Credit Facility. The amendment modifies financial ratios and
covenants to cure certain defaults (which had been previously waived by the
lenders) and to permit the sale of the Golden Nugget -- Laughlin. The amendment
changed the calculation of EBITDA by adding back to EBITDA severance costs
of up to $2,500,000 and the $150,000 fee for the amendment.
11. Summarized Financial Information
All payments with respect to the Senior Notes are fully,
unconditionally and irrevocably guaranteed, jointly and severally, by all the
Company's subsidiaries. The Senior Notes are also collateralized by a pledge of
capital stock of the Company's subsidiaries and a security interest in
substantially all of the Company's and the guarantors' current and future
assets. Such security interest is junior to the security interest granted to
the lenders under the Senior Credit Facility.
Separate financial statements and other disclosures concerning each of
the subsidiary guarantors are not presented below because management believes
they are not material to investors. The following information represents the
summarized financial information of the Company and the subsidiary guarantors
on a consolidating basis as of March 31, 2005 and for the three months ended
March 31, 2005.
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Notes of Consolidated Financial Statements
Consolidating Balance Sheets
March 31, 2005
Consolidating/
Poster Guarantor Eliminating
Financial Subsidiaries Entries Total
----------- ------------ -------------- -----------
Assets
Current assets
Cash and cash equivalents $-- $17,281 $ -- $17,281
Accounts receivable, net -- 13,179 -- 13,179
Inventories -- 3,097 -- 3,097
Prepaid expenses and other 296 5,302 -- 5,598
Intercompany receivables -- 1,945 (1,945) (a) --
Assets held for sale -- 42,982 -- 42,982
----------- ------------ -------------- -----------
Total current assets 296 83,786 (1,945) 82,137
Property and equipment, net -- 150,638 -- 150,638
Investment in Subsidiaries 230,654 -- (230,654) (b) --
Investment in joint venture -- 5,436 -- 5,436
Deposits and other assets, net 10,111 35,036 (9,653) (c) 35,494
----------- ------------ -------------- -----------
Total assets $241,061 $274,896 $(242,252) $273,705
=========== ============ ============== ===========
Liabilities and Stockholder's Equity
Current liabilities
Accounts payable $87 $6,857 $-- $6,944
Current portion of notes payable -- 119 -- 119
Bank credit facility classified as currently
payable 36,724 17,900 (17,900) (c) 36,724
Other accrued liabilities 4,916 23,279 -- 28,195
Amounts due to affiliates 2,198 -- (2,198) (a) --
Liabilities related to assets held for sale -- 4,315 -- 4,315
----------- ------------ -------------- -----------
Total liabilities 43,925 52,470 (20,098) 76,297
Notes payable pushed down from parent company, net of current
portion 155,000 155,000 (155,000) (c) 155,000
Notes payable to non-affiliates, net of current portion -- 272 -- 272
----------- ------------ -------------- -----------
Total liabilities 198,925 207,742 (175,098) 231,569
Stockholder's equity 42,136 67,154 (67,154) 42,136
----------- ------------ -------------- -----------
Total liabilities and stockholder's equity $241,061 $274,896 $(242,252) $273,705
=========== ============ ============== ===========
_______________________
(a) To eliminate intercompany receivables and payables in consolidation.
(b) To eliminate investment in subsidiaries in consolidation.
(c) To eliminate notes payable and related debt issuance costs pushed down
to GNLV to reflect the impact of the Acquisition, in accordance with
the requirements of Staff Accounting Bulletin Topic 5(J) of the SEC.
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Notes to Unaudited Consolidated Financial Statements
CONSOLIDATING STATEMENT OF OPERATIONS
March 31, 2005
Consolidating/
Poster Guarantor Eliminating
Financial Subsidiaries Entries Total
--------- ------------ -------------- ------------
Net Revenues $-- $54,920 $-- $54,920
--------- ------------ -------------- ------------
Cost and expenses
Casino-hotel operations -- 36,454 -- 36,454
General and administrative 138 11,772 -- 11,910
Depreciation and amortization -- 4,024 -- 4,024
--------- ------------ -------------- ------------
Total costs and expenses 138 52,250 -- 52,388
--------- ------------ -------------- ------------
Operating income (138) 2,670 -- 2,532
--------- ------------ -------------- ------------
Other income (expense)
Equity in loss of joint venture -- (150) -- (150)
(150)
Equity in income of subsidiaries 1,068 -- (1,068) (a) --
Interest income -- 8 -- 8
Interest expense (4,546) (9) -- (4,555)
Interest expense associated with pushed
down indebtedness -- (4,546) 4,546 (b) --
--------- ------------ -------------- ------------
Total other income (expense) (3,478) (4,697) 3,478 (4,697)
--------- ------------ -------------- ------------
Income (loss) from continuing operations (3,616) (2,027) 3,478 (2,165)
Income (loss) from discontinued operations -- 3,095 -- 3,095
--------- ------------ -------------- ------------
Net income (loss) $(3,616) $1,068 $3,478 $930
========= ============ ============== ============
_________________
(a) To eliminate equity in income of subsidiaries in consolidation.
(b) To eliminate interest expense on the Notes and term loan pushed down
to GNLV to reflect the impact of the Acquisition, in accordance with
Staff Accounting Bulletin Topic 5(J) of the SEC.
Poster Financial Group, Inc.
(A Wholly Owned Subsidiary of PB Gaming, Inc.)
Notes to Unaudited Consolidated Financial Statements
CONSOLIDATING STATEMENT OF CASH FLOWS
March 31, 2005
Consolidating/
Poster Guarantor Eliminating
Financial Subsidiaries Entries Total
--------- ------------ -------------- ----------
Cash flows from operating activities $(3,688) $6,524 $ -- $2,836
--------- ------------ -------------- ----------
Cash flows from investing activities
Acquisition of property and equipment -- (2,189) -- (2,189)
Proceeds from sale of property and equipment -- 1,125 -- 1,125
Contributions to joint venture -- (235) -- (235)
--------- ------------ -------------- ----------
Net cash used in investing activities -- (1,299) -- (1,299)
--------- ------------ -------------- ----------
Cash flows from financing activities
Payments on senior secured notes payable (700) -- -- (700)
Net borrowings under revolving credit facility 1,388 -- -- 1,388
Change in bank overdraft -- (2,871) -- (2,871)
Additional contributions of equity from PB Gaming 3,000 -- -- 3,000
--------- ------------ -------------- ----------
Net cash provided by financing activities 3,688 (2,871) -- 817
--------- ------------ -------------- ----------
Net increase in cash and cash equivalents -- 2,354 -- 2,354
Cash related to discontinued operations -- (9,192) -- (9,192)
Cash and cash equivalents, beginning of period -- 24,119 -- 24,119
--------- ------------ -------------- ----------
Cash and cash equivalents, end of period $ -- $17,281 $ -- $17,281
========= ============ ============== ==========
Golden Nugget Group
(A division of MGM MIRAGE)
Unaudited Combined Statements of Operations and Changes in Division Equity
Period from
January 1, 2004
to January 22,
2004 (Date
Immediately Prior
to Acquisition by
Poster Financial)
------------------
(in thousands of
dollars)
Revenues
Casino $7,890
Rooms 2,610
Food and beverage 2,491
Entertainment, retail and other 711
----------------
Gross revenue 13,702
Promotional allowances (1,535)
----------------
Net revenues 12,167
----------------
Costs and expenses
Casino 4,144
Rooms 1,202
Food and beverage 1,749
Entertainment, retail and other 506
Provision for doubtful accounts 108
General and administrative 1,939
Depreciation 782
Management fee 685
----------------
Total costs and expenses 11,115
----------------
Operating income 1,052
----------------
Other income (expense)
Equity in loss of joint venture (26)
Interest income 2
Interest expense (3)
Intercompany interest expense (206)
----------------
Total other expense (233)
----------------
Income from continuing operations before income taxes 819
Income tax (provision) benefit (258)
----------------
Income from continuing operations 561
----------------
Discontinued Operations
Income from discontinued operations before income taxes 155
Income tax (provision) benefit (48)
----------------
Income from discontinued operations 107
----------------
Net income (loss) 668
Division equity beginning of period 7,855
----------------
Division equity end of period $8,523
================
The accompanying notes are an integral part of these
combined financial statements.
Golden Nugget Group
(A division of MGM MIRAGE)
Unaudited Combined Statements of Cash Flows
Period from
January 1, 2004
to January 22,
2004 (Date
Immediately Prior
to Acquisition by
Poster Financial)
----------------
(in thousands
of dollars)
Cash flows from operating activities
Net (loss) income $668
Adjustments to reconcile net (loss) income to net
cash provided by operating activities
Depreciation 806
Provision for doubtful accounts 107
Gain on sale of assets --
Equity in loss of joint venture 26
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable 923
Decrease (increase) in due from Poster Financial 376
Decrease (increase) in inventories 95
Decrease (increase) in prepaid expenses and other 633
Decrease (increase) in deposits and other assets 22
Increase (decrease) in accounts payable, net of change
in bank overdraft (380)
Increase (decrease) in other accrued liabilities 1.736
----------------
Net cash provided by operating activities 5,012
----------------
Cash flows from investing activities
Acquisition of property, equipment and improvements (4,436)
Contributions to joint venture (235)
Proceeds from sale of equipment --
----------------
Net cash used in investing activities (4,671)
----------------
Cash flows from financing activities
Repayments of other debt --
Change in bank overdraft (4,996)
Change in amounts payable to MGM MIRAGE and affiliates, net (3,456)
----------------
Net cash used in financing activities (8,452)
----------------
Net increase (decrease) in cash and cash equivalents (8,111)
Cash and cash equivalents, beginning of period 23,904
----------------
Cash and cash equivalents, end of period $15,793
================
Supplemental cash flows information:
Interest paid
Nonaffiliates $ --
Affiliates $ --
The accompanying notes are an integral part of these combined financial statements.
Golden Nugget Group
(A division of MGM MIRAGE)
Notes to Unaudited Combined Financial Statements
1. Organization
The Golden Nugget Group (the "Group") is a former operating division
of MGM MIRAGE ("MGM MIRAGE" or "Parent"), a publicly held Delaware corporation.
The Group is comprised of the following entities:
o The Golden Nugget--Las Vegas, a hotel-casino and entertainment
resort located in downtown Las Vegas, Nevada and operated by
GNLV, CORP., a Nevada corporation wholly owned by MGM MIRAGE
("GNLV").
o The Golden Nugget--Laughlin, a hotel-casino resort located in
Laughlin, Nevada and operated by GNL, CORP., a Nevada
corporation wholly owned by MGM MIRAGE ("GNL").
o GNLV also has a wholly owned subsidiary, Golden Nugget
Experience, LLC ("GNE"), a Nevada limited liability company.
As more fully explained in Note 4, GNE is a holding company
that has an investment in The Fremont Street Experience
Limited Liability Company, a Nevada limited liability company
(the "Fremont Street Experience") organized to enhance
tourism in downtown Las Vegas, Nevada. The Fremont Street
Experience is owned by a group of unrelated casino operators
in downtown Las Vegas, and operates retail malls, parking
garages, entertainment venues and a pedestrian mall that
encloses a city street (Fremont Street), located adjacent to
the Golden Nugget--Las Vegas. GNE holds 17.65% of the voting
units and 50.0% of the non-voting units of the Fremont Street
Experience, and accounts for its investment utilizing the
equity method of accounting.
The management of MGM MIRAGE has made all significant operational and
financial decisions of the Group during the periods presented.
On January 23, 2004, Poster Financial Group, Inc. ("Poster
Financial"), a party unrelated to MGM MIRAGE, completed the acquisition of the
Group from MGM MIRAGE (the "Acquisition"). The purchase price for the
Acquisition was approximately $213.7 million, reflecting a base purpose price
of $215.0 million less an adjustment for working capital at the date of the
closing of approximately $4.8 million plus acquisition related expenses of
approximately $3.5 million.
2. Significant Accounting Policies and Basis of Presentation
The combined financial statements included of the Group for the period
January 1, 2004 through January 22, 2004 have been prepared by the Group,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The preparation of the combined financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates. In the opinion of management, all adjustments, consisting of normal
recurring items and estimates necessary for a fair presentation of the results
for interim periods, have been made.
The Acquisition described in Note 3 was accounted for as a purchase,
and the accounting basis in the assets and liabilities of the Group were
adjusted on January 23, 2004 to reflect the allocation of purchase price
resulting from the Acquisition. The accompanying financial statements present
results of operations and cash flows of the Group for the period from January
1, 2004 through January 22, 2004 (date immediately prior to the Acquisition)
utilizing the historical pre-acquisition basis.
Principles of Presentation
All inter-company accounts and transactions between GNLV and GNE are
eliminated in consolidation. All inter-company accounts and transactions
between GNLV and GNL are eliminated in combination to arrive at the financial
statements of the Group. The Group is not a separate reporting entity and has
not previously presented financial statements on a stand-alone basis. Certain
estimates, including allocations from the Parent, have been made to provide
financial information for stand-alone reporting purposes. Management of the
Group believes that the presentations and disclosures herein are adequate to
make the information not misleading. In the opinion of management, all
adjustments necessary to fairly state the financial statements have been
reflected.
Concentration of Credit Risk
Financial instruments that potentially subject the Group to
concentrations of credit risk consist principally of casino accounts
receivable. The Group extends credit to approved casino customers following
background checks and investigations of creditworthiness.
Trade receivables, including casino and hotel receivables, are
typically noninterest bearing and are initially recorded at cost. Accounts are
written off when management deems the account to be uncollectible. Recoveries
of accounts previously written off are recorded when received. An estimated
allowance for doubtful accounts is maintained to reduce the Group's receivables
to their carrying amount, which approximates fair value. The allowance is
estimated based on specific review of customer accounts as well as historical
collection experience and current economic and business conditions. Management
believes that as of January 22, 2004, no significant concentrations of credit
risk existed for which an allowance had not already been recorded.
Stock Based Compensation
Certain employees are eligible to participate in the stock option
plans of the Parent. The Group accounts for stock-based compensation, including
employee stock option plans, in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" and the Financial
Accounting Standards Board's Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation, an interpretation of APB Opinion No.
25", and discloses supplemental information in accordance with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), as amended by Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" ("SFAS 148"). The Group does not incur compensation expense for
employee stock options when the exercise price is at least 100% of the market
value of the Group's common stock on the date of grant. For disclosure
purposes, employee stock options are measured at fair value, compensation is
assumed to be amortized over the vesting periods of the options, and pro forma
results are disclosed as if the Group had applied SFAS 123.
Had the Group accounted for these plans under the fair value method
allowed by SFAS 123, the Group's net income would have been reduced to
recognize the fair value of employee stock options. The following are required
disclosures under SFAS 123 and SFAS 148:
Period from
January 1, 2004
to January 22,
2004 (Date Immediately Prior
to Acquisition by
Poster Financial)
----------------------------
Net income (loss) as reported $668
Stock based compensation under SFAS 123 (56)
----------------------------
Pro Forma $612
============================
There was no cost of employee stock-based compensation included in
reported net income for the period presented. For purposes of computing the pro
forma compensation, the fair value of each option grant was estimated on the
date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions: risk-free interest rates of 3% for the 2004
period; no expected dividend yields for the period presented; expected lives of
5 years for the period presented; and expected volatility of 42% for the 2004
period. There were no options granted in the 2004 period.
3. Golden Nugget Acquisition
On January 23, 2004, Poster Financial, an unrelated third party,
completed the Acquisition of the Group from MGM MIRAGE. The purchase price for
the acquisition was approximately $213.7 million, reflecting a base purchase
price of $215.0 million less an adjustment for estimated working capital at the
date of closing of approximately $4.8 million plus acquisition related expenses
of approximately $3.5 million.
4. Fremont Street Experience
The Group owns 17.65% of the voting units and 50.0% of the non-voting
units of the Fremont Street Experience. This investment is accounted for under
the equity method of accounting. Under the equity method, the carrying value of
the investment is adjusted by the Group's share of earnings, losses, capital
contributions and distributions. Activity relating to the Group's investment in
the Fremont Street Experience is as follows:
Period from
----------------
January 1, 2004
to January 22,
2004 (Date
Immediately Prior
to Acquisition by
Poster Financial)
----------------
(in thousands of
dollars)
Investment Balance--beginning of period $5,187
Contributions -
Equity in loss of joint venture (26)
----------------
Investment Balance--end of period $5,161
================
The investment balance reflects the Group's member's equity in Fremont
Street Experience, comprised of cumulative contributions, adjusted for the
Group's proportional interest in profits or losses, as well as an additional
$1.8 million contribution made by the Group in 1995 on a voluntary basis, and
used by the Fremont Street Experience to acquire additional fixed assets used
in its operations.
The additional contribution of $1.8 million represents a non-voting
interest which has been treated as a redeemable preferred member contribution
of the Fremont Street Experience. The redeemable preferred member contribution
does not have any profit distribution and must be repaid before any
distributions are made on voting interests.
Summarized financial information of the Fremont Street Experience is
as follows:
Period from
----------------------
January 1, 2004
to January 22,
2004 (Date
Immediately Prior
to Acquisition by
Poster Financial)
----------------------
Total revenues $274
Costs and expenses (423)
----------------------
Net loss $(149)
======================
5. Segment Information
The Group owns and operates the Golden Nugget--Las Vegas and the
Golden Nugget--Laughlin. The major products offered in each segment are as
follows: casino entertainment, hotel rooms, and food and beverage.
The accounting policies of each business segment are the same as those
described in the summary of significant accounting policies. There are minimal
inter- segment sales. Corporate costs have historically been allocated to each
business segment through management fees charged by MGM MIRAGE.
A summary of the operations by business segment is presented below:
Period from
January 1, 2004
to January 22,
2004 (Date Immediately
Prior
to Acquisition by
Poster Financial)
---------------------------
(in thousands
of dollars)
Net revenues
GNLV, CORP. $12,167
GNL, CORP. 2,638
---------------------------
Total $14,805
===========================
Income (loss) from operations:
GNLV, CORP. $1,052
GNL, CORP. 156
---------------------------
Total $1,208
===========================
Segment depreciation:
GNLV, CORP. $782
GNL, CORP. 24
---------------------------
Total $806
===========================
Expenditures for additions to long-lived assets
GNLV, CORP. $3,772
GNL, CORP. 664
---------------------------
Total $4,436
===========================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-Q contains certain forward-looking
statements regarding our future results of operations and performance.
Important factors that could cause differences in results of operations
include, but are not limited to, general economic conditions in the markets in
which the Company operates, competition from other gaming operations, leverage,
the inherent uncertainty and costs associated with litigation and governmental
and regulatory investigations, and licensing and other regulatory risks. See
"--Cautionary Statement Regarding Forward-Looking Statements."
In this Quarterly Report on Form 10-Q, unless the context requires
otherwise, the terms the "Company," "we," "us," and "our" refer to Poster
Financial Group, Inc. and its subsidiaries and the term "Poster Financial"
refers only to Poster Financial Group, Inc. and not its subsidiaries. In this
Quarterly Report on Form 10-Q, our parent company, PB Gaming, Inc., is referred
to as "PB Gaming."
Overview
The Company
We own and operate the Golden Nugget--Las Vegas and the Golden
Nugget--Laughlin hotel - casinos in Las Vegas and Laughlin, Nevada,
respectively. The following table sets forth information about each of the
Golden Nugget properties as of March 31, 2005:
Slot Table Casino Space
Property Machines Games (square feet) Hotel Rooms
- --------------------------------- -------- ------- -------------- ------------
Golden Nugget--Las Vegas......... 1,315 55 35,000 1,907
Golden Nugget--Laughlin.......... 955 20 32,000 300
-------- ------- -------------- ------------
Total............................ 2,270 75 67,000 2,207
======== ======= ============== ============
We believe that the Golden Nugget brand name is one of the most
recognized in the gaming industry and we expect to continue to capitalize on
the strong name recognition and high level of quality and value associated with
it. We target out-of-town customers at both of our properties while also
catering to the local customer base. We believe that the Golden Nugget--Las
Vegas is the leading downtown destination for out-of-town customers. The
property offers the same complement of services as our Las Vegas Strip
competitors, but we believe that our customers prefer the boutique experience
we offer and the downtown environment. We emphasize the property's wide
selection of amenities and provide a luxury room product and personalized
services at an attractive value. At the Golden Nugget--Laughlin, we focus on
providing a high level of customer service, a quality dining experience at an
appealing value, a slot product with highly competitive pay tables and a
superior player rewards program. As further discussed under the heading "--
Recent Developments," on November 8, 2004 we entered into an agreement to sell
the Golden Nugget--Laughlin, and on February 4, 2005 we entered into an
agreement to sell Poster Financial and the Golden Nugget--Las Vegas.
We also have an investment in The Fremont Street Experience Limited
Liability Company ("The Fremont Street Experience LLC"), the entity which owns
and operates The Fremont Street Experience. The Fremont Street Experience is a
unique entertainment attraction located in the center of downtown Las Vegas on
Fremont Street, where the Golden Nugget--Las Vegas is located.
The Golden Nugget Group
The operations of the Golden Nugget Group consist of the Golden
Nugget--Las Vegas and the Golden Nugget--Laughlin. Our business strategy is to
create the best possible gaming and entertainment experience for our customers
by providing a combination of comfortable and attractive surroundings with
attentive service from friendly and experienced employees. In addition, the
Golden Nugget properties offer a wide selection of high-quality amenities to
complement their guests' gaming experience.
Key gaming volume indicators are table game "drop" and slot machine
"handle". Table game drop and slot machine handle are casino industry specific
terms that are used to identify the amount wagered by patrons at a casino table
game or slot machine, respectively. The revenues of the Golden Nugget
properties can also be affected by the percentage of gaming volume retained by
them, indicated by "win" or "hold" percentages, which we cannot fully control.
Hold is calculated by dividing the amount won by the casino by the amount
wagered by patrons. Hold percentages vary based on the mix of games on the
floor. In addition, while hold percentage is reasonably predictable over
periods greater than twelve months, it can fluctuate significantly over shorter
periods of time, such as a fiscal quarter, which can affect comparability
between periods.
In the hotel operations of the Golden Nugget properties, key measures
are occupancy rates (a volume indicator) and average daily room rate ("ADR," a
price indicator). Revenues of the Golden Nugget Group can also be affected by
economic and other factors. Domestic leisure travel is dependent on the
national economy and the level of consumers' disposable income.
Recent Developments
Sale of Poster Financial
On February 4, 2005, Poster Financial entered into an agreement (the
"Landry's Purchase Agreement") to sell the Golden Nugget Hotel-Casino Las
Vegas to Houston, Texas-based Landry's Restaurants, Inc. ("Landry's") for
approximately $140 million in cash, and an additional payment by Landry's for
certain working capital liabilities. Under the terms of the transaction, PB
Gaming agreed to sell all of the shares of Poster Financial to LSRI Holdings,
Inc. ("LSRI"), a wholly owned subsidiary of Landry's.
Landry's informed Poster Financial that on May 11, 2005, LSRI
assigned to Landry's Gaming, Inc., a newly formed Nevada corporation and
wholly owned subsidiary of Landry's ("Landry's Gaming"), all of LSRI's rights,
interests and obligations in, to and under the Landry's Purchase Agreement,
and Landry's Gaming accepted and assumed all rights, interests and obligations
of LSRI under the Landry's Purchase Agreement and agreed to be bound by the
terms of the Landry's Purchase Agreement as the assignee of LSRI. This
assignment and assumption does not relieve LSRI of its obligations under the
Landry's Purchase Agreement.
Pursuant to the terms of the Landry's Purchase Agreement, LSRI
deposited $25 million into an escrow account with Chicago Title of Nevada,
Inc., the escrow agent, as a non-refundable deposit, except as otherwise
expressly provided in the Landry's Purchase Agreement. Landry's Gaming may
terminate the Landry's Purchase Agreement for any reason or no reason in its
sole and absolute discretion.
Under the terms of the Landry's Purchase Agreement, our 8 3/4% Senior
Secured Notes due 2011 (the "Senior Notes") will remain outstanding
obligations of Poster Financial following the closing. The consummation of the
sale will result in a change of control of Poster Financial under the
indenture governing the Senior Notes and, as a result, Poster Financial will
be required within 30 days of such change of control to commence an offer to
purchase all outstanding Senior Notes for 101% of the aggregate principal
amount of the Senior Notes, plus any accrued and unpaid interest. Under the
terms of the Landry's Purchase Agreement, amounts outstanding at closing under
our senior secured credit facility (the "Credit Facility") will be paid off by
Landry's or Landry's will seek consent from the lenders under the Credit
Facility for such amounts to remain outstanding.
It is anticipated that the transaction will close within twelve
months of February 4, 2005, subject to customary closing conditions contained
in the Landry's Purchase Agreement, including receipt of all necessary
governmental, gaming and other regulatory approvals.
Sale of the Golden Nugget--Laughlin
On November 8, 2004, Poster Financial entered into a stock purchase
agreement (the "Barrick Purchase Agreement") to sell the Golden Nugget
- --Laughlin to Las Vegas-based gaming and real estate company, Barrick
Gaming Corporation ("Barrick") for $31 million, plus working capital at the
closing of the transaction as calculated under the Barrick Purchase Agreement.
The transaction includes a 24-month license agreement for the limited use of
the Golden Nugget--Laughlin name and brand. The parties previously agreed to
extend the outside termination date of the Barrick Purchase Agreement from
May 8, 2005 to May 31, 2005.
On May 16, 2005, Poster Financial received a letter from Barrick's
outside counsel purporting to terminate the Barrick Purchase Agreement on the
grounds that Poster Financial and certain of its affiliates allegedly breached
certain provisions of the Barrick Purchase Agreement. In addition, Barrick
alleges that it is entitled to the $1 million it placed into escrow upon the
execution of the Barrick Purchase Agreement. Poster Financial vigorously
disputes any assertion that it has breached any of the provisions of the
Barrick Purchase Agreement or that Barrick is entitled to any of the funds
that were placed into the escrow account. Poster Financial does not believe
that Barrick has the right to terminate the Barrick Purchase Agreement
pursuant to the terms thereof. Poster Financial is currently considering all
possible rights and remedies it might have against Barrick under the Barrick
Purchase Agreement or otherwise.
As of the date of this filing, Barrick has not secured gaming
approval for the transaction nor has the transaction been placed on the agenda
announcing the regularly scheduled May 2005 meeting of the Nevada Gaming
Commission. The Nevada Gaming Commission has the authority to call a special
meeting to consider items that are not placed on the agenda of a regularly
scheduled meeting. Under Nevada law, the Nevada Gaming Commission would need
to provide at least three working days public notice of any special meeting
and the agenda items. As of the date of this filing, no special meeting of the
Nevada Gaming commission has been scheduled or noticed to consider the
transaction. As noted above, the transaction cannot close without the approval
of the Nevada Gaming Commission.
In light of the foregoing, we believe that Barrick will not be able
to satisfy the closing conditions contained in the Barrick Purchase Agreement
and therefore we do not believe that the sale of the Golden Nugget--Laughlin
pursuant to the Barrick Purchase Agreement will be consummated. If the
transaction has not closed by May 31, 2005, the Barrick Purchase Agreement
will automatically terminate in accordance with its terms and thereafter will
be of no further force and effect.
The Landry's Purchase Agreement provides that if the sale of the
Golden Nugget--Laughlin were consummated, Poster Financial would apply, within
a reasonable time after the consummation of the transaction, the net proceeds
from such transaction to pay any amounts due and payable, including accrued and
unpaid interest, under the Credit Facility.
In the event the Barrick Purchase Agreement terminates in accordance
with its terms, Landry's Gaming would acquire the Golden Nugget--Laughlin in
addition to the Golden Nugget--Las Vegas because the Golden Nugget--Laughlin
would remain a wholly owned subsidiary of Poster Financial. Under the terms of
the Landry's Purchase Agreement, there is no adjustment to the purchase price
for the acquisition of the Golden Nugget--Laughlin because the net proceeds
that would have been applied to outstanding balances under the Credit Facility
would not have been received from Barrick.
On March 24, 2005, in connection with the proposed sale of the Golden
Nugget--Laughlin, we sold a motel formerly used by the Golden Nugget--Laughlin
to an unrelated third party. The motel is located in Bullhead City, Arizona and
occupies approximately two acres of land. Net proceeds from the sale were
approximately $1.1 million and were used to pay down debt outstanding under the
Credit Facility.
Results of Operations
Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2005
Net revenues for the three months ended March 31, 2005 amounted to
$54.9 million, a decrease of $1.3 million, or 2.2%, over the three months ended
March 31, 2004. The slight decrease in net revenues was attributable to a
decrease in table games hold percentage, offset by strong increases in hotel
and food and beverage revenues. These increases in non-casino revenues are the
result of increased menu prices and room occupancy and ADR for the three months
ended March 31, 2005 compared to the three months ended March 31, 2004.
The following table presents detail of our net revenues:
Golden Nugget--Las Vegas
-----------------------------------------
Three Months Ended March 31,
-----------------------------------------
Percentage
2004(1) 2005 Change
-------------------------- --------------
(In thousands)
Casino revenue, net:
Table games $ 13,134 $ 9,129 -30.5%
Slots 22,376 22,426 0.2%
Other 1,057 2,169 105.2%
------------- -----------
Casino revenue, net 36,567 33,724 -7.8%
------------- -----------
Non-casino revenue:
Rooms 12,171 13,880 14.0%
Food and beverage 11,183 12,164 8.8%
Entertainment, retail and other 3,358 2,743 -18.3%
------------- -----------
Non-casino revenue 26,712 28,787 7.8%
------------- -----------
63,279 62,511 -1.2%
Less: Promotional allowances (7,128) (7,591) 6.5%
------------- -----------
$ 56,151 $ 54,920 -2.2%
============= ===========
(1) The information presented reflects the results of operations for (i)
the first 22 days of January 2004, while the Golden Nugget--Las Vegas
was owned by MGM MIRAGE and (ii) the remainder of the quarter through
March 31, 2004 while the Golden Nugget--Las Vegas was owned by Poster
Financial. A discussion of our operations for those discrete periods
in 2004 is not meaningful when compared to the three months ended
March 31, 2005. Accordingly, for purposes of "Management's Discussion
and Analysis of Financial Condition and Results of Operations", we
have presented the quarter ended March 31, 2004 on a combined basis.
Casino Revenues
Casino revenues during the three months ended March 31, 2005 totaled
$33.7 million, a decrease of $2.9 million over the three months ended March 31,
2004. Slot machine revenues accounted for $22.4 million, or 66.5% of casino
revenues, and table games revenues accounted for $9.1 million, or 27.0% of the
casino revenues for the three months ended March 31, 2005.
Average win per slot machine per day for the three months ended March
31, 2005 remained relatively flat as compared to the three months ended March
31, 2004. Slot machine handle also remained flat, and table game drop increased
10.3%, as compared to the three months ended March 31, 2004. Win per table game
decreased 31.6% over the prior period as a result of a below normal hold. In
light of the pending sale to Landry's, we have further reduced our table limits
and odds, which resulted in reducing the credit lines issued to patrons.
Non-Casino Revenues
Room revenues totaled $13.9 million, or 25.3% of net revenues, for the
three months ended March 31, 2005 compared to $12.2 million, or 21.7% of net
revenues, for the three months ended March 31, 2004. Hotel occupancy during the
period was 96.9%, compared to 99.1% for the three months ended March 31, 2004.
Overall ADR increased 16.6% for the three months ended March 31, 2005, as
compared to the three months ended March 31, 2004.
Food and beverage revenues for the three months ended March 31, 2005
totaled $12.2 million, or 22.2% of net revenues, compared to $11.2 million, or
19.9% of net revenues, for the three months ended March 31, 2004. Food covers
decreased 2.8% during the period, which is a direct result of the decrease in
hotel rooms occupied. Average revenue per cover increased 8.9% compared to the
three months ended March 31, 2004.
Entertainment, retail and other revenues decreased $0.6 from $3.3
million for the three months ended March 31, 2004 to $2.7 million for the three
months ended March 31, 2005. This decrease was the result of outsourcing our
Retail facilities in mid 2004. We now lease the facilities to a third party and
receive rental income, instead of operating the facilities directly.
Promotional Allowances
Promotional allowances provided to gaming patrons for the three
months ended March 31, 2005 and 2004, totaled $7.6 million and $7.1 million,
respectively, and are characterized in the financial statements as a reduction
of gross revenues. The increase is consistent with the increase in gaming
volumes and customer base as compared to the three months ended March 31, 2004.
Operating Expenses
Casino operating expenses for the three months ended March 31, 2005
totaled $20.6 million, or 61.1% of casino revenues, compared to $19.8 million,
or 54.1% of casino revenues, for the three months ended March 31, 2004
(including the 22 days preceding the Acquisition for comparability purposes).
Casino operating expenses were primarily comprised of salaries, benefits,
gaming taxes, and other operating expenses of the casinos. The increase of $0.8
million, or 4.0%, in casino operating expenses is due primarily to increases in
marketing commissions associated with gaming volumes.
General and administrative expenses for the three months ended March
31, 2005 were $10.6 million, or 19.3% of net revenues, compared to $10.2
million, or 18.1% of net revenues, for the three months ended March 31, 2004
(including the 22 days preceding the Acquisition for comparability purposes).
The increase in general and administrative expenses is attributed to costs
associated with advertising.
Income from Operations
Operating income for the three months ended March 31, 2005 was $2.5
million, or 4.6% of net revenues, compared to $6.8 million, or 12.1% of net
revenues, for the three months ended March 31, 2004 (including the 22 days
preceding the Acquisition for comparability purposes). The decrease in
operating income is primarily due to increases in marketing and advertising
costs for the three months ended March 31, 2005, as well as the $1.3 million
severance payment made during the three months ended March 31, 2005.
Income from Discontinued Operations
The Company recognized income from discontinued operations of $3.1
million for the three months ended March 31, 2005 and $1.6 million for the
three months ended March 31, 2004 (including the 22 days preceding the
Acquisition for comparability purposes). Discontinued operations reflect the
results of the Company's Golden Nugget-Laughlin operation, which is held for
sale.
Other Income and Expense
Other income and expense consists principally of interest expense on
the Senior Notes and the Credit Facility and the equity in the loss of our
joint venture investment in The Fremont Street Experience LLC.
Interest expense for Poster Financial for the three months ended March
31, 2005 amounted to approximately $4.6 million compared to $4.0 million for
the three months ended March 31, 2004. The interest expense resulted from the
issuance of $155.0 million principal amount of the Senior Notes on December 3,
2004. The Company also incurred interest expense from the $20.0 million term
loan under the Credit Facility (drawn on January 22, 2005 at the closing of the
Acquisition) and from borrowings under the revolving portion of the Credit
Facility. In 2004, the Golden Nugget Group also incurred approximately $0.2
million of interest expense, primarily on notes payable by Golden Nugget - Las
Vegas to MGM MIRAGE, in the principal amount of $80.0 million. In connection
with the closing of the Acquisition, the Golden Nugget--Las Vegas was relieved
of its obligations to repay the note payable to the MGM MIRAGE.
The Golden Nugget--Las Vegas accounts for its investment in The
Fremont Street Experience LLC as a joint venture, using the equity method of
accounting. The Golden Nugget--Las Vegas added to its investment through
contributions of approximately $0.2 million for the three months ended March
31, 2005 and 2004, and its equity in the loss of The Fremont Street Experience
LLC was approximately $0.2 million for the three months ended March 31, 2005
and approximately $0.1 million for the three months ended March 31, 2004, which
losses were consistent with our expectations. The joint venture is primarily
designed to increase visitation to downtown Las Vegas and it is expected to
continue to incur losses each three months. GNLV has a 17.65% interest in the
loss of The Fremont Street Experience LLC, which ownership and participation
rate was consistent throughout 2004 and 2005.
Liquidity and Capital Resources
At March 31, 2005, Poster Financial had cash and cash equivalents of
$17.3 million, had approximately $18.8 million outstanding under the Revolver
portion of the Credit Facility, and $2.6 million drawn under Letters of Credit,
which reduce total availability. Accordingly, remaining availability under the
line of credit was approximately $3.5 million at March 31, 2005.
Until the completion of the sale of Poster Financial to Landry's, we
expect to fund our operating and capital needs, as currently contemplated, with
operating cash flows. We currently anticipate capital expenditures for 2005 to
be approximately $10.0 million. The majority of the budgeted expenditures for
2005 are expected to be spent on purchasing new gaming equipment and
information services equipment. We spent approximately $15.0 million on capital
expenditures in 2004 since the closing of the acquisition of the Golden Nugget
Group. No expenditures are necessary or anticipated in 2005 to prepare the
Golden Nugget--Laughlin for sale, other than for normal maintenance, which
amounts are expected to be consistent with 2004 and are not material.
Under the terms of the Landry's Purchase Agreement, the Senior Notes
will remain outstanding obligations of Poster Financial following the closing.
The consummation of the sale will result in a change of control of Poster
Financial under the indenture governing the Senior Notes and, as a result,
Poster Financial will be required within 30 days of such change of control to
commence an offer to purchase all outstanding Senior Notes for 101% of the
aggregate principal amount of the Senior Notes, plus any accrued and unpaid
interest. Under the terms of the Landry's Purchase Agreement, amounts
outstanding at closing under our Credit Facility will be paid off by Landry's
or Landry's will seek consent from the lenders under the Credit Facility for
such amounts to remain outstanding.
It is anticipated that the Landry's transaction will close within the
next twelve months, subject to customary closing conditions contained in the
purchase agreement, including receipt of all necessary governmental, gaming and
other regulatory approvals.
For the three months ended March 31, 2005, net cash provided by
operating activities totaled approximately $10.5 million and cash used for
investing activities totaled $12.6 million.
Cash flows provided by financing activities were $4.5 million in the
three months ended March 31, 2005, of which $3.0 million was additional
contributions of equity from PB Gaming.
At March 31, 2005, the Company failed to satisfy the financial
covenants under the Loan and Security Agreement. On March 31, 2005, the Company
entered into a commitment letter arrangement with their lender, which on May 2,
2005, was formalized into an amendment to the loan and security agreement
relating to its Credit Facility. The amendment modifies financial ratios and
covenants to cure certain defaults (which had been previously waived by the
lenders) and to permit the sale of the Golden Nugget--Laughlin. The amendment
also changes the calculation of EBITDA by adding back to EBITDA severance costs
of up to $2,500,000 and the $150,000 fee for the amendment.
Off Balance Sheet Arrangements
Our off balance sheet arrangements consist solely of our investment
in an unconsolidated affiliate, which currently consists of our investment in
Fremont Street Experience LLC. We have not entered into any transactions with
special purpose entities, nor have we engaged in any derivative transactions or
joint ventures.
At March 31, 2005, we had outstanding letters of credit totaling $2.6
million.
Contractual Obligations
The following table summarizes the contractual obligations and
commitments of Poster Financial (or the Golden Nugget Group prior to the
Acquisition) to make future payments under certain contracts, including
long-term debt obligations, and operating leases at March 31, 2005. We have
significant obligations under the Senior Notes and the Credit Facility.
Payments Due By Period
-----------------------------------------------------------------------------
Contractual Obligations and Less than After
Commitments 1 year 1-3 years 4-5 years 5 years Total
- -------------------------------- -------------- -------------- -------------- --------------- --------------
(dollars in thousands)
8-3/4% Senior Notes $ -- $ -- $ -- $ 155,000 $ 155,000
Credit Facility 2,800 5,600 28,324 -- 36,724
Other long-term debt 119 272 -- -- 391
Operating leases 1,365 2,333 1,907 30,023 35,628
-------------- -------------- -------------- --------------- --------------
Total cash obligations $ 4,284 $ 8,205 $ 30,231 $ 185,023 $ 227,743
============== ============== ============== =============== ==============
Critical Accounting Policies
The consolidated financial statements of the Company are prepared in
accordance with accounting principles generally accepted in the United States,
which requires management to make estimates and assumptions about the effects
of matters that are inherently uncertain. We have summarized the significant
accounting policies of the Company in Note 2 to the consolidated financial
statements of Poster Financial. Of the accounting policies, we believe the
following may involve a higher degree of judgment and complexity.
Revenue Recognition. Casino revenues represent the net win from
gaming activities, which is the difference between gaming wins and losses.
Hotel and other revenues are recognized at the time the related service is
performed.
Property and Equipment. At December 31, 2004, the Company had
approximately $152.8 million of net property and equipment recorded on its
balance sheet. The Company depreciates its assets on a straight-line basis over
their estimated useful lives. The estimate of the useful lives is based on the
nature of the asset as well as our current operating strategy. Future events,
such as property expansions, new competition and new regulations, could result
in a change in the manner in which we use certain assets, which could require a
change in the estimated useful lives of such assets. In assessing the
recoverability of the carrying value of property and equipment, we must make
assumptions regarding estimated future cash flows and other factors. If these
estimates or the related assumptions change in the future, we may be required
to record impairment charges for these assets.
Slot Club Liability. The Golden Nugget casinos offer a program
whereby participants can accumulate points for casino wagering that can
currently be redeemed for cash, lodging, food and beverages and merchandise. A
liability is recorded for the estimate of unredeemed points based upon
redemption history at the Golden Nugget casinos. Changes in the program,
increases in membership and changes in the redemption patterns of the
participants can impact this liability.
Self-Insurance. The Company maintains accruals for its self-insured
health program, which are classified in other accrued liabilities in the
combined balance sheet. Management determines the estimates of these accruals
by periodically evaluating the historical expenses and projected trends related
to these accruals. Actual results may differ from those estimates.
Litigation, Claims and Assessments. The Company also utilizes
estimates for litigation, claims and assessments. These estimates are based
upon management's knowledge and experience about past and current events and
also upon reasonable future events. Actual results may differ from those
estimates.
Recently Issued Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 ("FIN 45"), Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others. This interpretation elaborates on the disclosures to be made by a
guarantor in its interim and an annual financial statement about its
obligations under certain guarantees that it has issued. It also clarifies (for
guarantees issued after January 1, 2003) that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligations undertaken in issuing the guarantee. At December 31, 2004
Poster Financial was not a guarantor of any third party indebtedness and the
Golden Nugget Group was only a guarantor of indebtedness within the Poster
Financial consolidated group. Prior to the Acquisition, the Golden Nugget Group
was a guarantor of certain indebtedness of MGM MIRAGE and affiliates. A
subsidiary's guarantee of debt owed to a third party by either its parent or
another subsidiary of its parent is specifically excluded from the provisions
of FIN 45 that require financial statement recognition and measurement.
Accordingly, the adoption of FIN 45 did not have an impact on the Company's
financial position, results of operations or cash flows.
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities
("VIEs"). The interpretation was also revised to December, 2003 ("FIN 46R").
This interpretation outlines requirements for business enterprises to combined
related entities in which they are determined to be the primary economic
beneficiary as a result of their variable economic interests. The
interpretation is intended to provide guidance in judging multiple economic
interests in an entity and in determining the primary beneficiary. The
interpretation outlines disclosure requirements for VIEs in existence prior to
January 31, 2003, and outlines combined requirements for VIEs created after
January 31, 2003. The Golden Nugget Group has reviewed its major relationships
and its overall economic interests with other companies consisting of related
parties, companies in which it has an equity position and other suppliers to
determine the extent of its variable economic interest in these parties. The
adoption of FIN 46 did not have a material impact on Poster Financial's or the
Golden Nugget Group's financial condition, results of operations or cash flows.
The Company believes it has appropriately reported the economic impact and its
share of risks of its commercial relationships through its equity accounting
along with appropriate disclosure of its other commitments.
In November 2003, the FASB Emerging Issues Task Force issued EITF
Issue 03-16 ("Issue 03-16"). Issue 03-16 addresses whether a limited liability
corporation ("LLC") should be viewed as a corporation or partnership for
purposes of determining whether a non-controlling investment in an LLC should
be accounted for using the cost method or the equity method of accounting.
Issue 03-16 is effective for reporting periods beginning after June 15, 2004.
Our non-controlling investment in The Fremont Street Experience LLC and
subsidiaries is subject to the provisions of this Issue. The Company currently
accounts for its investment in The Fremont Street Experience LLC on the equity
method of accounting and believes that such accounting will continue to be
appropriate following the adoption of Issue 03-16 because the Company's
influence on The Fremont Street Experience LLC is not controlling, but is more
than minor (as a result of its 17.65% voting interest), as that term is used in
the related accounting literature. Accordingly, the Company does not expect
that the adoption of Issue 03-16 will have a material impact on its financial
position, results of operations or cash flows.
In November 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 151 ("SFAS 151"), "Inventory
Costs-an amendment of ARB No. 43, Chapter 4". SFAS 151 amends ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage). SFAS 151 is effective for financial statements for fiscal years
beginning after June 15, 2005. The Company does not expect that the adoption of
SFAS 151 will have a material impact on its financial position, results of
operations or cash flows.
In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 153 ("SFAS 153"), "Exchanges
of Nonmonetary Assets-an amendment of APB Opinion No. 29". SFAS 153 amends APB
Opinion No. 29, "Accounting for Nonmonetary Transactions", to eliminate the
exception for nonmonetary exchanges of similar productive assets and replace
it with a general exception for exchanges of nonmonetary assets that do not
have commercial substance (i.e., if the future cash flows of the entity are
expected to change significantly as a result of the exchange). SFAS 153 is
effective for financial statements for fiscal years beginning after June 15,
2005. The Company does not expect that the adoption of SFAS 153 will have a
material impact on its financial position, results of operations or cash
flows.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking
statements," within the meaning of the Private Securities Litigation Reform Act
of 1995, which involve known and unknown risks. Such forward-looking statements
include statements as to the Company's anticipated financial performance; the
impact of competition and current economic uncertainty; the sufficiency of
funds to satisfy our cash requirements; and other statements containing words
such as "believes," "anticipates," "estimates," "expects," "may," "intends" and
words of similar import or statements of management's opinion. These
forward-looking statements and assumptions involve known and unknown risks,
uncertainties and other factors that may cause our actual results, market
performance or achievements to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Important factors that could cause differences in our results of
operations include, but are not limited to, general economic conditions in the
markets in which we operate, competition from other gaming operations,
leverage, the inherent uncertainty and costs associated with litigation and
governmental and regulatory investigations, licensing and other regulatory
risks and other risks disclosed in our filings with the SEC. All
forward-looking statements attributable to the Company or persons acting on
behalf of the Company apply only as of the date of this report and are
expressly qualified in their entirety by the cautionary statements included in
this report. We undertake no obligation to update or revise forward-looking
statements to reflect events or circumstances that may arise after the date of
this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market
rates and prices, such as interest rates, foreign currency exchange rates and
commodity prices. Our primary exposure to market risk is interest rate risk
associated with our long-term debt. We do not invest in derivative financial
instruments, interest rate swaps or other investments that alter interest rate
exposure.
The table below provides information about our financial instruments
that are sensitive to changes in interest rates. For debt obligations, the
table presents notional amounts and weighted average interest rates by
contractual maturity dates for the remainder of 2005 and, for later years, for
the twelve-month periods ended December 31:
Fair
2005 2006 2007 2008 2009 Thereafter Total Value(1)
--------- --------- ------ --------- -------- -------------- ----------- -----------
Variable Rate Debt
Poster Financial--Amounts
outstanding under the Credit
Facility, payable at one-month
LIBOR plus a margin of 4.0% $ 2,100 $ 2,800 $ 2,800 $ 29,024 $ -- $ -- $ 36,724 $ 36,724
Average interest rate (2) -- -- -- -- -- -- 5.09%
Fixed Rate Debt
Poster Financial--$155.0 principal
amount of the Senior Notes due
2011 -- -- -- -- -- 155,000 155,000 161,200
Average interest rate (2) -- -- -- -- -- -- 8.75%
Golden Nugget Group-Non-interest
bearing slot jackpot payable
over time and carried as a
note payable (unamortized
discount of $71 at December
31, 2004 not reflected in
scheduled payments) 154 154 154 -- -- -- 462 391
-------- --------- -------- -------- --------- ---------- --------- ---------
$ 2,254 $ 2,954 $ 2,954 $ 29,024 $ -- $ 155,000 $ 192,186 $ 198,315
======== ========= ======== ======== ========= ========== ========= =========
_____________________
(1) The fair values for debt with no public market are based on the borrowing
rates currently available for debt instruments with similar terms and
maturities, and for publicly traded debts are based on market quotes.
(2) Based on contractual interest rates for fixed rate indebtedness or
current LIBOR rates for variable rate indebtedness.
(3) Market risk is the risk of loss arising from adverse changes in market
rates and prices, such as interest rates, foreign currency exchange rates
and commodity prices. Our primary exposure to market risk is interest
rate risk associated with our long-term debt. We attempt to limit our
exposure to interest rate risk by managing the mix of our long-term
fixed-rate borrowings and short-term borrowings under the Revolving
Facility. Borrowings under the revolving loan portion of the Credit
Facility bear interest at a margin above the Alternate Base Rate or the
Eurodollar Rate (each, as defined in the agreement governing the Revolving
Facility) as selected by us. However, the amount of outstanding borrowings
is expected to fluctuate and may be reduced from time to time. The
Revolving Facility matures in January 2009.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, our disclosure controls and
procedures are effective.
Changes in Internal Controls Over Financial Reporting
There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal year to which this report relates that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Changes in Securities and Use of Proceeds - None.
Item 3. Defaults Upon Senior Securities - None.
Item 4. Submission of Matters to a Vote of Security Holders - None.
Item 5. Other Information - None.
Item 6. Exhibits
No. 31.1 - Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
No. 31.2 - Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
No. 32.1 - Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
No. 32.2 - Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Poster Financial Group, Inc.,
Registrant
DATE: May 16, 2005 /s/ Dawn Prendes
-----------------------------
Dawn Prendes,
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)