UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2002 |
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OR |
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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: 0-71094
HERBST GAMING, INC.
(Exact name of registrant as specified in its charter)
NEVADA (State or other jurisdiction of incorporation or organization) |
88-0446145 (I.R.S. Employer Identification No.) |
3440 West Russell Road, Las Vegas, Nevada (Address of principal executive offices) |
89118 (Zip Code) |
(702) 889-7695
(Registrant's telephone number, including area code)
Not Applicable
(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 ý No o
Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five Years
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes o No o
Applicable Only to Corporate Issuers
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, 300 outstanding shares
FORM 10-Q
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PART I.FINANCIAL INFORMATION | 1 | |||
Item 1. |
Financial Statements |
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Condensed Consolidated Balance Sheets at December 31, 2001 and September 30, 2002 (Dollars In Thousands) |
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Condensed Consolidated Statements of Operations for the Three Months and the Nine Months Ended September 30, 2001 and 2002 (In Thousands) (Unaudited) |
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2002 (In Thousands) (Unaudited) |
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Notes To Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosure about Market Risk |
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Item 4. |
Controls and Procedures |
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PART II.OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 2. |
Changes in Securities and Use of Proceeds |
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Item 3. |
Defaults upon Senior Securities |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
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Item 5. |
Other Information |
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Item 6. |
Exhibits and Reports on Form 8-K |
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HERBST GAMING, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
at December 31, 2001 and September 30, 2002
(Dollars In Thousands)
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December 31, 2001 |
September 30, 2002 |
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(Unaudited) |
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Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 44,750 | $ | 46,079 | ||||
Accounts receivable, net | 1,396 | 1,028 | ||||||
Notes and loans receivable | 276 | 323 | ||||||
Prepaid expenses | 2,959 | 3,751 | ||||||
Inventory | 773 | 1,052 | ||||||
Total current assets | 50,154 | 52,233 | ||||||
Property and equipment, net | 104,372 | 101,614 | ||||||
Lease acquisition costs, net | 17,407 | 15,750 | ||||||
Due from related parties | 452 | 585 | ||||||
Other assets, net | 7,798 | 7,014 | ||||||
Total assets | $ | 180,183 | $ | 177,196 | ||||
Liabilities and stockholders' deficiency | ||||||||
Current liabilities | ||||||||
Current portion of long-term debt | $ | 74 | $ | 79 | ||||
Accounts payable | 5,922 | 4,312 | ||||||
Accrued expenses | 11,395 | 6,749 | ||||||
Due to related parties | 974 | 424 | ||||||
Total current liabilities | 18,365 | 11,564 | ||||||
Long-term debt, less current portion | 167,245 | 167,557 | ||||||
Other liabilities | 1,041 | 1,277 | ||||||
Commitments and contingencies | ||||||||
Stockholders' deficiency | ||||||||
Common stock (no par value; 2,500 shares authorized; 300 shares issued and outstanding) | 2,368 | 2,368 | ||||||
Additional paid-in capital | 1,631 | 1,631 | ||||||
Accumulated deficit | (10,467 | ) | (7,201 | ) | ||||
Total stockholders' deficiency | (6,468 | ) | (3,202 | ) | ||||
Total liabilities and stockholders' deficiency | $ | 180,183 | $ | 177,196 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
HERBST GAMING, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
for the Three Months and the Nine Months Ended September 30, 2001 and 2002
(In Thousands)(Unaudited)
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2001 |
2002 |
2001 |
2002 |
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Revenues: | |||||||||||||||
Route operations | $ | 42,533 | $ | 45,272 | $ | 127,323 | $ | 136,683 | |||||||
Casino operations | 16,311 | 17,692 | 50,486 | 54,463 | |||||||||||
Other | 769 | 910 | 1,979 | 2,255 | |||||||||||
Total revenues | 59,613 | 63,874 | 179,788 | 193,401 | |||||||||||
Less promotional allowances | (2,093 | ) | (2,457 | ) | (6,172 | ) | (7,393 | ) | |||||||
Net revenues | 57,520 | 61,417 | 173,616 | 186,008 | |||||||||||
Costs and expenses: | |||||||||||||||
Route operations | 35,137 | 37,732 | 105,153 | 112,117 | |||||||||||
Casino operations | 11,350 | 12,558 | 34,972 | 36,993 | |||||||||||
Depreciation and amortization | 3,474 | 3,993 | 10,404 | 11,778 | |||||||||||
General and administrative | 2,440 | 2,635 | 7,183 | 8,074 | |||||||||||
Total costs and expenses | 52,401 | 56,918 | 157,712 | 168,962 | |||||||||||
Income from operations | 5,119 | 4,499 | 15,904 | 17,046 | |||||||||||
Other income (expense): | |||||||||||||||
Interest income | 86 | 83 | 315 | 250 | |||||||||||
Interest expense, net of capitalized interest | (4,864 | ) | (4,714 | ) | (15,237 | ) | (14,122 | ) | |||||||
Gain (loss) on sale of assets | (35 | ) | 144 | 53 | 92 | ||||||||||
Total other expense | (4,813 | ) | (4,487 | ) | (14,869 | ) | (13,780 | ) | |||||||
Income before extraordinary item | 306 | 12 | 1,035 | 3,266 | |||||||||||
Extraordinary loss on early retirement of debt | (13,024 | ) | | (13,024 | ) | | |||||||||
Net income (loss) | $ | (12,718 | ) | $ | 12 | $ | (11,989 | ) | $ | 3,266 | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HERBST GAMING, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2001 and 2002
(In Thousands) (Unaudited)
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Nine Months Ended September 30, |
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2001 |
2002 |
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Cash flows from operating activities: | ||||||||||
Net (loss) income | $ | (11,989 | ) | $ | 3,266 | |||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||||||||||
Depreciation and amortization | 10,404 | 11,778 | ||||||||
Debt discount amortization | 1,510 | 316 | ||||||||
Gain on sale of assets | (53 | ) | (92 | ) | ||||||
Extraordinary loss on early retirement of debt | 13,024 | | ||||||||
Other assets | (220 | ) | | |||||||
Decrease (increase) in: | ||||||||||
Accounts receivable | (616 | ) | 368 | |||||||
Prepaid expenses | 1,490 | (792 | ) | |||||||
Inventory | (160 | ) | (279 | ) | ||||||
Due from related parties | 22 | (133 | ) | |||||||
Increase (decrease) in: | ||||||||||
Accounts payable | (8,348 | ) | (179 | ) | ||||||
Accrued expenses | 761 | (4,646 | ) | |||||||
Due to related parties | (1,262 | ) | (550 | ) | ||||||
Other liabilities | 556 | 236 | ||||||||
Net cash provided by operating activities | 5,119 | 9,293 | ||||||||
Cash flows from investing activities: | ||||||||||
Additions to notes receivable | (237 | ) | (179 | ) | ||||||
Collection on notes receivable | 311 | 132 | ||||||||
Proceeds from sale of property and equipment | 842 | 344 | ||||||||
Purchases of property and equipment | (1,282 | ) | (7,474 | ) | ||||||
Lease acquisition costs | (414 | ) | (527 | ) | ||||||
Net cash used in investing activities | (780 | ) | (7,704 | ) | ||||||
Cash flows from financing activities: | ||||||||||
Increase in notes payable to related parties | 3,553 | | ||||||||
Payments on notes payable to related parties | (20,947 | ) | | |||||||
Payments on long-term debt | (127,517 | ) | (69 | ) | ||||||
Proceeds from long-term debt | 167,025 | | ||||||||
Prepayment penalty on retired debt | (9,776 | ) | | |||||||
Loan origination fees | (7,425 | ) | (191 | ) | ||||||
Member Contributions | 900 | | ||||||||
Dividends | (2,376 | ) | | |||||||
Net cash provided by (used in) financing activities | 3,437 | (260 | ) | |||||||
Net increase in cash and cash equivalents | 7,776 | 1,329 | ||||||||
Cash and cash equivalents: | ||||||||||
Beginning of period | 29,573 | 44,750 | ||||||||
End of period | $ | 37,349 | $ | 46,079 | ||||||
Supplemental cash flow information- | ||||||||||
Cash paid during the period for interest | $ | 12,980 | $ | 18,687 | ||||||
Supplemental schedule of non-cash investing and financing activities- | ||||||||||
Purchase of assets through accounts payable | $ | | $ | 237 | ||||||
Purchase of assets through direct financing | $ | 2,367 | $ | 70 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HERBST GAMING, INC. AND SUBSIDIARIES
Notes To Condensed Consolidated Financial Statements (Unaudited)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business and Principles of ConsolidationThe accompanying interim condensed consolidated financial statements of Herbst Gaming, Inc. ("Herbst" or the "Company") include the accounts of Herbst and its subsidiaries: E-T-T, Inc. and Subsidiaries ("E-T-T"), Market Gaming, Inc. ("MGI"), E-T-T Enterprises, LLC ("E-T-T Enterprises"), and Flamingo Paradise Gaming, LLC ("FPG"). The financial statements of E-T-T are consolidated and include the following wholly-owned subsidiaries: Cardivan Company, Corral Coin, Inc., and Corral Country Coin, Inc.
All significant intercompany balances and transactions between Herbst, E-T-T, MGI, E-T-T Enterprises, and FPG have been eliminated in the consolidated financial statements.
The Company conducts business in the gaming industry and generates revenue principally from gaming machine route operations and casino operations. Gaming machine route operations involve the installation, operation, and service of gaming machines owned by the Company that are located in licensed, leased, or subleased space in retail stores (supermarkets, convenience stores, etc.), bars, and restaurants throughout the State of Nevada. The Company owns and operates Terrible's Hotel & Casino in Las Vegas, Nevada, Terrible's Town Casino & Bowl (Henderson) in Henderson, Nevada, Terrible's Searchlight in Searchlight, Nevada, and Terrible's Town Casino and Terrible's Lakeside Casino & RV Park, both of which are located in Pahrump, Nevada, a community 60 miles west of Las Vegas.
The gaming industry in the State of Nevada is subject to extensive state and local government regulation. The Company's gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, the Nevada Gaming Control Board, and local jurisdictions.
Interim Financial StatementsThe accompanying unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments that management believes are necessary to present fairly the financial position, results of operations and cash flows of Herbst for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results, which may be expected for any other interim period, or for the year as a whole. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company's annual report on Form 10-K/A for the year ended December 31, 2001. All intercompany accounts and transactions have been eliminated in consolidation.
Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant estimates incorporated into our condensed consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable and estimated cash flows in assessing the recoverability of long-lived assets. Actual results could differ from those estimates.
Recently Issued and Adopted Accounting StandardsIn April 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 145, "Rescission of SFAS No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections" ("SFAS No. 145"). The most significant provisions of SFAS No. 145 relate to the rescission of SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," but SFAS 145 also amends other existing
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authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Generally, SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with early application encouraged. The Company has not yet determined the impact of SFAS No. 145 on its financial position and results of operations.
In June 2002, the FASB issued Statement of Financial Accounting Standard No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No.146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. A fundamental conclusion reached by the FASB in this statement is that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. SFAS No. 146 also establishes that fair value is the objective for initial measurement of the liability. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company has not yet determined the impact of SFAS No. 146 on its financial position and results of operations.
2. LEASE ACQUISITION COSTS
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As of December 31, 2001 |
As of September 30, 2002 |
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Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
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(In Thousands) |
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Lease Acquisition Costs | $ | 22,861 | $ | 5,454 | $ | 22,548 | $ | 6,798 |
The aggregate amortization expense for the three months ended September 30, 2002 and 2001 was $738 and $721 respectively. The aggregate amortization expense for the nine months ended September 30, 2002 and 2001 was $2,185 and $2,199 respectively.
Estimated amortization expense for the three months ending December 31, 2002 and the twelve months ending December 31, 2003, 2004, 2005, 2006, and 2007 are $738, $2,856, $2,681, $2,508, $2,368, and $2,294 respectively.
3. BUSINESS SEGMENTS
The Company presents segment disclosure in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The Company operates through two business segmentsslot route operations and casino operations. The slot route operations involve the installation, operation, and service of slot machines at strategic, high traffic non-casino locations, such as grocery stores, drug stores, convenience stores, bars, and restaurants. Casino operations consist of the following five casinos: Terrible's Town Casino (Henderson) in Henderson, Nevada, Terrible's Town Casino and Terrible's Lakeside Casino, both of which are located in Pahrump, Nevada, Terrible's Searchlight, located in Searchlight, Nevada, and Terrible's Hotel & Casino in Las Vegas, Nevada.
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Revenues, income from operations, and depreciation and amortization for these segments are as follows (dollars in thousands):
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2001 |
2002 |
2001 |
2002 |
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Revenues | |||||||||||||||
Slot route operations | $ | 42,533 | $ | 45,272 | $ | 127,323 | $ | 136,683 | |||||||
Casino operations | 16,311 | 17,692 | 50,486 | 54,463 | |||||||||||
Other | 769 | 910 | 1,979 | 2,255 | |||||||||||
Total Revenues | 59,613 | 63,874 | 179,788 | 193,401 | |||||||||||
Promotional Allowances | |||||||||||||||
Slot route operations | $ | 47 | $ | 125 | $ | 109 | $ | 221 | |||||||
Casino operations | 2,046 | 2,332 | 6,063 | 7,172 | |||||||||||
Total Promotional Allowances | 2,093 | 2,457 | 6,172 | 7,393 | |||||||||||
Costs and Expenses | |||||||||||||||
Slot route operations | $ | 35,137 | $ | 37,732 | $ | 105,153 | $ | 112,117 | |||||||
Casino operations | 11,350 | 12,558 | 34,972 | 36,993 | |||||||||||
Depreciation/amortization | |||||||||||||||
Slot route operations | $ | 2,032 | $ | 2,428 | $ | 6,143 | $ | 7,113 | |||||||
Casino operations | 1,357 | 1,467 | 4,016 | 4,370 | |||||||||||
Other | 85 | 98 | 245 | 295 | |||||||||||
Total Depreciation/amortization | 3,474 | 3,993 | 10,404 | 11,778 | |||||||||||
Income from operations | |||||||||||||||
Slot route operations | $ | 5,317 | $ | 4,987 | $ | 15,918 | $ | 17,232 | |||||||
Casino operations | 1,558 | 1,335 | 5,435 | 5,928 | |||||||||||
General and administrative | $ | (2,440 | ) | $ | (2,635 | ) | $ | (7,183 | ) | $ | (8,074 | ) | |||
Other | 684 | 812 | 1,734 | 1,960 | |||||||||||
Total income from operations | 5,119 | 4,499 | 15,904 | 17,046 | |||||||||||
Other Costs and Expenses | |||||||||||||||
Interest income | $ | 86 | $ | 83 | $ | 315 | $ | 250 | |||||||
Interest expense | (4,864 | ) | (4,714 | ) | (15,237 | ) | (14,122 | ) | |||||||
Gain (loss) on sale of assets | (35 | ) | 144 | 53 | 92 | ||||||||||
Total other costs and expenses | (4,813 | ) | (4,487 | ) | (14,869 | ) | (13,780 | ) | |||||||
Income before extraordinary item | $ | 306 | $ | 12 | $ | 1,035 | $ | 3,266 |
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a gaming company that owns and operates approximately 6,900 slot machines throughout the State of Nevada. Our route operations involve the exclusive installation and operation of approximately 5,400 slot machines in strategic, high traffic, non-casino locations, such as grocery stores, drug stores, convenience stores, bars and restaurants. We also own and operate Terrible's Hotel & Casino in Las Vegas, as well as four other small casinos.
We generally enter into two types of route contracts. With chain store customers, we pay a fixed monthly fee for each location in which we place slot machines. With our street accounts, such as bars, restaurants and non-chain convenience stores, we share in the revenues on a percentage basis with the location owner.
In August of 2001, the Company restructured substantially all of its debt with a $170.0 million bond offering.
We have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986. Under those provisions, the owners of the Company pay income taxes on our taxable income. Accordingly, a provision for income taxes is not included in our financial data.
Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001
Route Operations
Route operations accounted for 71.0% of total revenues during the quarter ended September 30, 2001 and 2002, respectively. Total revenues from route operations were $45.3 million for the quarter ended September 30, 2002, an increase of $2.8 million, or 6.6%, from $42.5 million for the quarter ended September 30, 2001. The increase in revenues was principally due to the replacement and refurbishment of route slot machines over the past year that resulted in increased customer play and the addition of several new route locations.
Route operating costs were $37.7 million, or 83.4%, of route revenues for the quarter ended September 30, 2002. This compares to $35.1 million and 82.6% of route revenues for the same period in 2001. The increase in route operating expenses of $2.6 million was primarily related to participation costs and space leases.
Due to the increase in expenses, Route EBITDA (defined as segment revenues less promotional allowances less segment costs with no corporate allocation for overhead) for the quarter ended September 30, 2002 was $7.4 million, approximately the same as the EBITDA of $7.3 million for the quarter ended September 30, 2001.
Casino Operations
Casino operations accounted for 27.7% of total revenues for the quarter ended September 30, 2002 and 27.4% for the same period in 2001. Total revenues derived from casino operations were $17.7 million for the quarter ended September 30, 2002, an increase of $1.4 million, or 8.6%, from $16.3 million for the quarter ended September 30, 2001. This increase was primarily due to increased customer slot play.
Total casino operating costs increased $1.2 million to $12.6 million, or 71%, of casino revenues for the quarter ended September 30, 2002, compared to $11.4 million, or 69.5%, of casino revenues for the quarter ended September 30, 2001. Casino EBITDA was $2.8 million for the quarter ended September 30, 2002, which was a slight decrease over the results for September 30, 2001 of
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$2.9 million. EBITDA decreases came primarily from the Las Vegas and Henderson casino properties as the Pahrump properties continue to improve.
Other Revenue
Other revenue consists of non-gaming revenue items. This accounted for approximately 1.4% of total revenues, or $0.9 million, for the quarter ended September 30, 2002, compared to 1.3% of total revenues, or $0.8 million, during the third quarter of 2001.
Promotional Allowances
Promotional allowances were $2.5 million, or 3.8% of total revenues, for the quarter ended September 30, 2002, an increase of $0.4 million, or 19.0%, from $2.1 million, or 3.5% of total revenues for the quarter ended September 30, 2001. The increase was primarily due to more aggressive promotional policies at the casinos.
Other Costs
General and administrative expenses, or G&A, were $2.6 million for the quarter ended September 30, 2002, an increase of $0.2 million, or 8.3%, from $2.4 million for the quarter ended September 30, 2001. The increase was due to costs associated with an increase in insurance and the increase in the license and trademark fees to Terrible Herbst, Inc., a related party. G&A expenses as a percentage of revenue were 4.1% for both the quarters ended September 30, 2002 and 2001.
Depreciation and amortization expense was $4.0 million for the quarter ended September 30, 2002, an increase of $0.5 million, or 14.3%, from $3.5 million for the third quarter of 2001.
Income from Operations
As a result of the factors discussed above, income from operations was $4.5 million for the quarter ended September 30, 2002, a decrease of $0.6 million, or 11.8%, from $5.1 million for the quarter ended September 30, 2001. As a percentage of total revenues, income from operations decreased from 8.6% during the third quarter of 2001 to 7.0% during the same period in 2002.
Other Expense
Other expense was $4.5 million for the quarter ended September 30, 2002, decreasing $0.3 million from $4.8 million in 2001. This decrease was due to lower interest expense as a result of debt restructuring in August of 2001 and a gain on sale of assets in 2001 versus a loss on sale of assets in 2002.
Net Income (Loss)
As a result of the items discussed above, net income for the quarter ended September 30, 2002 was $0.01 million, compared to the net income (before extraordinary charges) of $0.3 million for the third quarter of 2001.
There was an extraordinary charge incurred in the third quarter of 2001 of $13.0 million due to debt restructuring in conjunction with our $170.0 million bond offering, this charge resulted in a net loss for the quarter of $12.7 million.
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Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001
Route Operations
Route operations accounted for 71.0% of total revenues during the nine months ended September 30, 2001 and 2002, respectively. Total revenues from route operations were $136.7 million for the nine months ended September 30, 2002, an increase of $9.4 million, or 7.4%, from $127.3 million for the nine months ended September 30, 2001. The increase in revenues was principally due to the replacement and refurbishment of route slot machines over the past year, which resulted in increased customer play, and the addition of several new route locations.
Route operating costs were $112.1 million, or 82.0%, of route revenues for the nine months ended September 30, 2002. This compares to $105.2 million and 82.6% of route revenues for the same period in 2001. The increase in route operating expenses of $7.0 million was primarily related to increased participation costs and space leases.
Route EBITDA for the nine months ended September 30, 2002 was $24.3 million, an increase of $2.2 million, or 10.0%, from $22.1 million for the nine months ended September 30, 2001.
Casino Operations
Casino operations accounted for 28.0% of total revenues for the nine months ended September 30, 2002 and 2001, respectively. Total revenues derived from casino operations were $54.5 million for the nine months ended September 30, 2002, an increase of $4.0 million, or 7.9%, from $50.5 million for the nine months ended September 30, 2001. This increase in revenue was primarily due to increased customer play at Terrible's Hotel & Casino in Las Vegas and the Pahrump casinos. Casino operating costs were $37.0 million, or 67.9%, of casino revenues for the nine months ended September 30, 2002, compared to $35.0 million, or 69.3%, of casino revenues for the nine months ended September 30, 2001. Operating expenses increased primarily in the areas of promotions and marketing. These expense increases drove the increases in revenue. Income from casino operations increased 9.2%, or $0.5 million, to $5.9 million for the nine months ended September 30, 2002, compared to $5.4 million for the nine months ended September 30, 2001. Casino EBITDA was $10.3 million for the nine months ended September 30, 2002, which was a $0.8 million, or 8.9%, increase from $9.5 million for the nine months ended September 30, 2001. Increases in year-to-date EBITDA came from the casino properties in both Las Vegas and Pahrump.
Other Revenue
Other revenue consists of non-gaming revenue items. This accounted for approximately 1.2% of total revenues, or $2.3 million, for the nine months ended September 30, 2002 compared to 1.1% of total revenues, or $2.0 million, during the first nine months of 2001.
Promotional Allowances
Promotional allowances were $7.4 million, or 3.8% of total revenues, for the nine months ended September 30, 2002, an increase of $1.2 million, or 19.4%, from $6.2 million, or 3.5%, of total revenues for the nine months ended September 30, 2001. The increase was primarily due to more aggressive promotional policies at the casinos.
Other Costs
G&A expenses were $8.1 million for the nine months ended September 30, 2002, an increase of $0.9 million, or 12.5%, from $7.2 million for the nine months ended September 30, 2001. The increase was due to costs associated with an increase in insurance and the increase in the license and trademark fees to Terrible Herbst, Inc., a related party. G&A expenses as a percentage of total revenues were
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4.2% of revenue for the nine months ended September 30, 2002 compared to approximately 4.0% for the nine months ended September 30, 2001.
Depreciation and amortization expense was $11.8 million for the nine months ended 2002, an increase of $1.4 million, or 13.5%, from $10.4 million for the first nine months of 2001.
Income from Operations
As a result of the factors discussed above, income from operations was $17.0 million for the nine months ended September 30, 2002, an increase of $1.1 million, or 6.9%, from $15.9 million for the nine months ended September 30, 2001. As a percentage of total revenues, income from operations were equivalent at 8.8% for both year-to-date periods.
Other Expense
Other expense was $13.8 million for the quarter ended September 30, 2002, decreasing $1.1 million from $14.9 million in 2001. This decrease was due to lower interest expense as a result of debt restructuring in August of 2001.
Net Income
As a result of the items discussed above, net income for the nine months ended September 30, 2002 was $3.3 million as compared to a loss of $12.0 million. This figure includes the $13.0 million non-recurring charge. If adjusted for that one time charge, the Company would have had $1.0 million in net income for the nine-month period ended September 30, 2001, resulting in a $2.2 million increase in recurring net income for the first nine months of 2002.
Liquidity and Capital Resources
Cash Flows
At September 30, 2002, we maintained $46.1 million in cash and equivalents. We expect to fund our operations, debt service and capital needs from operating cash flow and cash on hand. Based upon our anticipated future operations, we believe that cash on hand together with available cash flow will be adequate to meet our anticipated working capital requirements, capital expenditures and scheduled payments of interest on the senior secured notes for at least the foreseeable future. No assurances can be given, however, that our cash flow will be sufficient for that purpose. There can be no assurance that our estimates of our cash needs are accurate or that new business developments or other unforeseeable events will not occur, resulting in the need to raise additional funds.
Operating Activities
During the nine months ended September 30, 2002, operating activities provided $9.3 million in cash flows on $3.3 million in net income. Net income for the nine months ended September 30, 2002 included non-cash expenses (depreciation and amortization) of $11.8 million.
Investing Activities and Capital Expenditures
For the nine months ended September 30, 2002, we had net cash used for investing activities of $7.7 million primarily related to the purchase and installation of new slot machines.
Capital expenditures for the remainder of 2002 are anticipated to be approximately $1.0 million. These funds will be primarily used for maintenance capital expenditures and for the purchase of slot machines.
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Financing Activities
Cash flows used in financing activities were $0.3 million in the first nine months of 2002. On August 24, 2001, we issued $170.0 million aggregate principal amount of our 103/4% senior secured notes. The indenture permits us to incur up to $10.0 million of additional indebtedness for working capital purposes as well as $10.0 million in financing for asset purchases without first meeting the debt incurrence test set forth in the indenture. In September of 2002, we secured a $10.0 million revolving credit facility from US Bank of Nevada. The line of credit is available for working capital purposes and is secured by furniture, fixtures and equipment at our Las Vegas casino.
Our ability to service our debt will depend on our future performance, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, certain of which are beyond our control.
Contractual Obligations
The following table summarizes our contractual obligations as of September 30, 2002:
|
Payments Due by Period |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Total |
Less than 1 year |
1-3 years |
4-5 years |
After 5 years |
|||||||||||
|
(In Thousands) |
|||||||||||||||
Contractual Obligations: | ||||||||||||||||
Long-term debt | $ | 167,636 | $ | 79 | $ | 66 | $ | | $ | 167,491 | ||||||
Lease obligations | 113,943 | 53,998 | 46,244 | 2,789 | 10,912 | |||||||||||
Total cash obligations | $ | 281,579 | $ | 54,077 | $ | 46,310 | $ | 2,789 | $ | 178,403 | ||||||
Significant Accounting Policies
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Our business and industry is highly regulated. The majority of our revenue is counted in the form of cash, chips and tokens and therefore, is not subject to any significant or complex estimation procedures. We are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Significant estimates incorporated into our condensed consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable and the estimated cash flows in assessing the recoverability of long-lived assets. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recently Issued Accounting Standards
In April 2002, the FASB issued SFAS No. 145 "Rescission of SFAS No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections." The most significant provisions of SFAS No. 145 relate to the rescission of SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," but SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Generally, SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with early application encouraged. The Company has not yet determined the impact of SFAS No. 145 on its financial position and results of operations.
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In September 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No.146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. A fundamental conclusion reached by the FASB in this statement is that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. SFAS No. 146 also establishes that fair value is the objective for initial measurement of the liability. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company has not yet determined the impact of SFAS No. 146 on its financial position and results of operations, if any.
Certain Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of the securities laws. All statements regarding our expected financial position, business strategies and financing plans under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are forward-looking statements. In addition, in those and other portions of this Form 10-Q, the words, "anticipates," "believes," "seeks," "expects," "plans," "intends" and similar expressions, as they relate to Herbst or its management, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, and have based these expectations on our beliefs as well as assumptions we have made, such expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from such expectations are disclosed in this report including, without limitation, the following factors:
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. The forward-looking statements included are made only as of the date of this report. We do not intend, and undertake no obligation, to update these forward-looking statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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.
On August 24, 2001, we issued $170.0 million in 103/4% senior secured notes. The proceeds of these notes were used to refinance substantially all of our existing debt and for working capital purposes. In September 2002, we secured a $10.0 million revolving line of credit from US Bank of Nevada. This facility has a floating interest rate and currently has no outstanding balance. All other debt is currently at a fixed rate of interest.
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The fair value of our long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. Based on the borrowing rates currently available to us for debt with similar terms and average maturities, the estimated fair value of long-term debt outstanding is approximately $176.9 million as of September 30, 2002.
We do not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure.
We do not have any cash or cash equivalents as of September 30, 2002 that are subject to market risk based on changes in interest rates.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic filings under the Exchange Act.
(b) Changes in Internal Controls. Since the Evaluation Date, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect such controls.
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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.
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
4.1 | First Supplemental Indenture dated as of August 23, 2002 between Herbst Gaming, Inc., certain guarantors and The Bank of New York | |
10.1 |
First Amendment to Security Agreement dated as of August 23, 2002 among Herbst Gaming, Inc. and its subsidiaries and The Bank of New York |
|
10.2 |
First Amendment to Deed of Trust dated as of August 23, 2002 among Flamingo Paradise Gaming, LLC and The Bank of New York |
|
10.3 |
Credit Agreement dated September 6, 2002 by and among Herbst Gaming, Inc., Flamingo Paradise Gaming, LLC, and U.S. Bank National Association |
|
10.4 |
Security Agreement dated as of September 6, 2002, by and between Flamingo Paradise Gaming, LLC and U.S. Bank National Association |
|
99.1 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
None.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 12, 2002 | Herbst Gaming, Inc. (Registrant) |
|||
By: | /s/ MARY E. HIGGINS Mary E. Higgins |
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Its: | Chief Financial Officer |
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HERBST GAMING, INC.
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edward J. Herbst, Chief Executive Officer, President and Chairman of Herbst Gaming, Inc., certify that:
Date: November 12, 2002 | By: | /s/ EDWARD J. HERBST Edward J. Herbst, Chief Executive Officer, President and Chairman |
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HERBST GAMING, INC.
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mary E. Higgins, Chief Financial Officer of Herbst Gaming, Inc., certify that:
Date: November 12, 2002 | By: | /s/ MARY E. HIGGINS Mary E. Higgins, Chief Financial Officer |
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Exhibit Number |
Description |
|
---|---|---|
4.1 | First Supplemental Indenture dated as of August 23, 2002 between Herbst Gaming, Inc., certain guarantors and The Bank of New York | |
10.1 |
First Amendment to Security Agreement dated as of August 23, 2002 among Herbst Gaming, Inc. and its subsidiaries and The Bank of New York |
|
10.2 |
First Amendment to Deed of Trust dated as of August 23, 2002 among Flamingo Paradise Gaming, LLC and The Bank of New York |
|
10.3 |
Credit Agreement dated September 6, 2002 by and among Herbst Gaming, Inc., Flamingo Paradise Gaming, LLC, and U.S. Bank National Association |
|
10.4 |
Security Agreement dated as of September 6, 2002, by and between Flamingo Paradise Gaming, LLC and U.S. Bank National Association |
|
99.1 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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