1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/ X / Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended February 29, 2004
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-20840
PRESIDENT CASINOS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0341200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
802 North First Street, St. Louis, Missouri 63102
Address of principal executive offices
314-622-3000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.06 par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
amendment to this Form 10-K. / /
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.) Yes / / No /X/
As of June 1, 2004, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $503,023.*
As of June 1, 2004, the number of shares outstanding of the Registrant's
Common Stock was approximately 5,033,161.
* Calculated by excluding all shares that may be deemed to be beneficially
owned by executive officers and directors of the Registrant, without conceding
that all such persons are "affiliates" of the Registrant for purposes of the
federal securities laws.
DOCUMENTS INCORPORATED BY REFERENCE - None.
2
PART I
Item 1. and Item 2. Business and Properties.
General
President Casinos, Inc. owns, operates and develops dockside gaming casinos
through its subsidiaries (collectively, the "Company"). The Company's current
gaming facilities and operations are summarized as follows:
Biloxi, Mississippi
Operating entity - The President Riverboat Casino-
Mississippi, Inc.
Vessel - "President Casino-Broadwater"
Slots - 860
Gaming tables - 41
Opening of casino - August 13, 1992
Opening of current facility - June 30, 1995
St. Louis, Missouri
Operating entity - President Riverboat Casino-
Missouri, Inc.
Vessel - "Admiral"
Slots - 1,354
Gaming tables - 33
Opening of casino without slots - May 27, 1994
Opening of casino with slots - December 9, 1994
In addition to its gaming operations, the Company owns and manages certain
hotel and ancillary facilities associated with its casino operations in
Biloxi, Mississippi.
The Company was incorporated in the State of Delaware in June 1992 and
completed the initial public offering of its Common Stock in December 1992.
The Company is the successor to businesses operated in St. Louis, Missouri
since 1985 and Biloxi, Mississippi since August 1992. The Company's principal
executive offices are located in an approximately 36,000 square foot building
owned by the Company at 802 North First Street, St. Louis, Missouri 63102, of
which the Company occupies approximately 30,800 square feet and leases the
remainder to an unrelated party. The Company's telephone number is (314) 622-
3000. Copies of the Company's filings with the Securities and Exchange
Commission and other important information regarding the Company is available
free of charge on the Company's web page www.presidentcasino.com.
Substantial Indebtedness; Bankruptcy Proceedings
The Company continues to experience difficulty generating sufficient cash
flow to meet its debt obligations and sustain its operations. As a result of
the Company's relatively high degree of leverage and the need for significant
capital expenditures at its St. Louis property, the Company was unable to make
the regularly scheduled interest payments of $6.4 million that were each due
and payable March 15, and September 15, 2000 on its $75.0 million 13% Senior
Exchange Notes (the "Senior Exchange Notes") and $25.0 million 12% Secured
Notes (the "Secured Notes," and collectively with the Senior Exchange Notes,
the "Notes"). Under the Indentures pursuant to which the Notes were issued,
an Event of Default occurred on April 15, 2000, and is continuing as of the
date hereof. Additionally, the Company did not pay the $25.0 million
principal payment due September 15, 2000 on the Senior Exchange Notes. The
holders of at least 25% of the Senior Exchange Notes and the Secured Notes
were notified of the defaults and the Indenture Trustee has accelerated the
1
3
Notes and declared the unpaid principal and interest to be due and payable.
On November 22, 2000, the Company entered into an agreement with a majority
of the holders of the Senior Exchange Notes and a majority of the holders of
the Secured Notes. The agreement, which was not fully implemented, provided
for a proposed restructuring of the Company's debt obligations under the Notes
and the application of certain of the proceeds received by the Company from
the sale of the Company's Davenport, Iowa assets. Approximately $43.0 million
of the proceeds from the sale were deposited with a trustee. Of this amount,
$12.8 million was used to pay missed interest payments due March 15, 2000 and
September 15, 2000 on the Notes; $25.0 million was used to partially redeem
the Notes; and $5.2 million was used to pay interest due March 15, 2001 on the
Notes.
Subsequently, the Company was unable to make the principal and interest
payments due September 15, 2001 and interest payments due March 15, 2002, on
its Notes. As of February 29, 2004, principal due on the Senior and Secured
Notes was $56.2 million and $18.8 million, respectively.
On June 20, 2002, President Casinos, Inc. together with its subsidiary,
President Riverboat Casino-Missouri, Inc. ("President Missouri"), which owns
and operates the St. Louis operations, filed voluntary petitions for
reorganization under Chapter 11 of Title 11, United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Mississippi (the "Mississippi Bankruptcy Court"). Subsequently,
on July 9, 2002, President Casinos, Inc.'s subsidiary The President Riverboat
Casino-Mississippi, Inc. ("President Mississippi") filed a voluntary
reorganization petition in the same Court. On July 11, 2002, substantially
all of President Casinos, Inc.'s other operating subsidiaries filed voluntary
reorganization petitions under Chapter 11 in the same Mississippi Bankruptcy
Court. Subsequently, orders were entered by the Mississippi Bankruptcy Court
transferring venue of all of the bankruptcy cases, except President Riverboat
Casino-New York, Inc. and President Broadwater Hotel, LLC, to the United
States Bankruptcy Court for the Eastern District of Missouri (the "Missouri
Bankruptcy Court") where they are now pending and being administered.
The Company and its subsidiaries each continue in possession and use of
their assets as debtors-in-possession. The Company and its subsidiaries have
had their Missouri Chapter 11 cases administratively consolidated under the
Company's case.
Prior to any of the cases being transferred to the Missouri Bankruptcy
Court, the Mississippi Bankruptcy Court established "bar dates" all of which
have expired, by which all claimants were required to submit and characterize
claims against the Company. As part of the Company's and its subsidiaries'
Chapter 11 reorganization process, the Company has attempted to notify all
known or potential creditors of the filing for the purpose of identifying all
pre-petition claims. In the Company's Chapter 11 case, substantially all of
the Company's liabilities as of the filing date are subject to adjustment
under a plan of reorganization. Generally, actions to enforce or otherwise
effect repayment of all pre-petition liabilities as well as all pending
litigation against the Company are stayed while the Company continues its
business operations as debtors-in-possession. Schedules have been filed by
the Company with the Bankruptcy Court setting forth the assets and liabilities
of the debtors as of the filing date as reflected in the Company's accounting
records. Differences between amounts reflected in such schedules and claims
filed by creditors will be investigated and amicably resolved or adjudicated
before the Bankruptcy Courts. The ultimate amount and settlement terms for
such liabilities are subject to a plan of reorganization, and accordingly, are
not presently determinable. Under the Bankruptcy Code, the Company may elect
2
4
to assume or reject real estate leases, employment contracts, personal
property leases, service contracts and other executory pre-petition contracts
and unexpired leases, subject to Bankruptcy Court review. The Company cannot
presently determine or reasonably estimate the ultimate liability that may
result from rejecting leases or from filing of claims for any rejected
contracts, and no provisions have been made for these items.
The consummation of a plan or plans of reorganization (a "Plan") is the
principal objective of the Company's Chapter 11 filings. A Plan would, among
other things, set forth the means for satisfying claims against and interests
in the Company and its subsidiaries, including setting forth the potential
distributions on account of such claims and interests, if any. Pursuant to
the Bankruptcy Code, the Company had the exclusive right for 120 days from the
filing date to file a Plan, and for 180 days from the filing date to solicit
and receive the votes necessary to confirm a Plan. The Company was unable to
have a plan confirmed prior to the expiration of these exclusivity periods,
and the Missouri Bankruptcy Court denied the Company's motion to further
extend the exclusivity period. Accordingly, in addition to the Company, any
party-in-interest, including a creditor, an equity holder, a committee of
creditors or equity holders, or an indenture trustee, may file its own Plan
for the Company. Confirmation of a Plan is subject to certain statutory
findings by the Bankruptcy Court. Subject to certain exceptions as set forth
in the Bankruptcy Code, confirmation of a Plan requires, among other things, a
vote on the Plan by certain classes of creditors and equity holders whose
rights or interests are impaired under the Plan. If any impaired class of
creditors or equity holders does not vote to accept the Plan, but all of the
other requirements of the Bankruptcy Code are met, the proponent of the Plan
may seek confirmation of the Plan pursuant to the "cram down" provisions of
the Bankruptcy Code. Under these provisions, the Bankruptcy Court may still
confirm a Plan notwithstanding the non-acceptance of the Plan by an impaired
class, if, among other things, no claim or interest receives or retains any
property under the Plan until each holder of a claim senior to such claim or
interest has been paid in full. There can be no assurance that a Plan will be
confirmed by the Bankruptcy Court, or that any such Plan will be consummated.
It is not possible to predict the length of time the Company will operate
under the protection of Chapter 11 and the supervision of the Bankruptcy
Court, the outcome of the bankruptcy proceedings in general, or the effect of
the proceedings on the business of the Company or on the interest of the
various creditors and stakeholders. Since the filing date, the Company has
operated in the ordinary course of business. Management is in the process of
evaluating their operations as part of the development of a Plan. During the
pendency of the Chapter 11 filings, the Company may, with Bankruptcy Court
approval, sell assets and settle liabilities, including for amounts other than
those reflected in the financial statements. The administrative and
reorganization expenses resulting from the Chapter 11 filings will unfavorably
affect the Company's results of operations. In addition, under the priority
scheme established by the Bankruptcy Code, most, if not all, post-petition
liabilities must be satisfied before most other creditors or interest holders,
including stockholders, can receive any distribution on account of such claim
or interest.
On April 27, 2003, the Missouri Bankruptcy Court granted a motion for
approval of a key employee retention plan for certain corporate and Missouri
casino employees (the "Retention Plans"). The motion does not affect any pre-
petition employment agreements as to assumption or rejection of pre-petition
executory contracts, with the exception that any claim asserted by a key
employee on account of a pre-petition employment agreement shall be reduced
dollar for dollar by the amounts paid or payable under the retention plan.
Under the terms of the Retention Plans for certain Missouri key casino
3
5
employees, certain key employees will receive 50% of their then salary which
will be due and payable on the earlier of the following dates: (i) the date on
which all or substantially all of President Missouri's assets are sold or (ii)
the date on which the Company terminates substantially all of its ordinary
Missouri business operations. Under the terms of the Retention Plans for
corporate employees, the Chief Financial Officer will receive one year of his
then salary on the date he is discharged from employment and the other named
key employees will receive 50% of their then salary. If at any time prior
thereto the corporate key employees' salaries are reduced or he or she is
required to move his or her residence from the St. Louis, Missouri
metropolitan area, he or she will also receive such payment. In the event of
the sale of the Missouri assets, an amount shall be set aside to fund such
payments.
On April 1, 2004, the Missouri Bankruptcy Court granted a motion for
approval of a key employee retention plan for certain Mississippi key casino
employees. The terms and conditions are the same as the Missouri key casino
employee Retention Plan except the assets and operations refer to those of
Mississippi and one key employee receiving his then twelve month salary rather
than 50%.
--St. Louis Operations
On May 15, 2003, the Missouri Bankruptcy Court issued an order approving a
joint motion filed by the Company, the unsecured creditors' committee (the
"Committee") and certain noteholders of the Company (the "Noteholders") with
respect to a timetable and process for the Company's reorganization
proceedings. The joint motion sought entry of an order approving a timetable
and process set forth in a Term Sheet, dated March 25, 2003 (the "Term
Sheet"), with respect to either (i) the refinancing of the Company by July 18,
2003, or (ii) a sale of the assets related to the Company's St. Louis gaming
operations. In addition, the Court approved motions by the Company to approve
the appointment of Libra Securities LLC ("Libra") to serve as the Company's
investment banker in connection with any sale of the St. Louis operations.
The Term Sheet outlined a process and timetable under which the Company's
St. Louis operations would be sold in the event that a recapitalization of the
Company was not completed as set forth in the Term Sheet. As part of such
process, the Company was required to meet certain benchmarks which, if not
met, would permit the Committee to file a motion with the Court for the sale
of the Company's St. Louis operations and to appoint a chief restructuring
officer to manage the sale process.
Pursuant to the Term Sheet provisions and the agreement of the Company, the
Committee and the Bondholders, on September 25, 2003, the Company entered into
an agreement with Isle of Capri Casinos, Inc. to sell the assets of its St.
Louis operations for approximately $50.0 million.
On December 23, 2003, the Company filed with the Missouri Bankruptcy Court
an amended motion for orders (a) authorizing sale of assets free and clear of
all liens, claims and encumbrances, subject to higher and better offers, (b)
approving the assumption and assignment of certain executory contracts and
unexpired leases, (c) establishing sale and bidding procedures, and (d)
approving breakup compensation and expense reimbursement. The motion
requested that the Missouri Bankruptcy Court issue an order approving the
foregoing and establishing sale and bidding procedures as well scheduling a
hearing to approve the sale of the Company's St. Louis assets.
4
6
The closing was contingent upon the selection of a subsidiary of Isle of
Capri Casinos, Inc. ("Isle of Capri") as the winner of certain requests for a
proposal issued by the City of St. Louis and St. Louis County (or the waiver
thereof), which would afford the winning party the rights to develop and
operate a casino and gaming facilities in the City and Counties of St. Louis
as well as the approval of the Missouri Gaming Commission.
Isle of Capri was not selected by the City of St. Louis to operate a casino
at a downtown St. Louis location. On May 4, 2004, the Company and Isle of
Capri entered into an agreement to terminate the purchase agreement for the
St. Louis operations. Libra continues to seek a buyer for the St. Louis
operations.
--Biloxi, Mississippi
President Broadwater Hotel, LLC Reorganization
President Broadwater Hotel, LLC ("PBLLC"), a limited liability company in
which Broadwater Hotel, Inc., a wholly-owned subsidiary of the Company
("BHI"), has a Class A ownership interest, was in default under a $30.0
million promissory note and associated $7.0 million loan fee incurred in
connection with the July 1997 purchase by PBLLC of the real estate and
improvements utilized in the Company's operations in Biloxi, Mississippi. On
April 19, 2001, PBLLC filed a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of Mississippi. PBLLC continued in possession and use
of its assets as a debtor-in-possession and had an agreement with Lehman
Brothers Holdings Inc., its lender and largest creditor ("Lehman"), approved
by the Mississippi Bankruptcy Court which allowed PBLLC's use of its cash
collateral.
On October 16, 2001, PBLLC filed its plan of reorganization. Subsequently,
on February 28, 2003, PBLLC filed Modifications to Debtor's Plan of
Reorganization (together with the reorganization plan, the "Modified Plan").
On May 14, 2003, the Mississippi Bankruptcy Court entered the confirmation
order confirming the Modified Plan. The Modified Plan became effective on May
28, 2003 and the Company consummated the Modified Plan at that time. The
Modified Plan provides that the unsecured creditors of PBLLC receive 100% of
their claims. Under the Modified Plan, the obligations to Lehman were
modified with respect to the debt amount, the interest rate and the due date,
and was re-documented substantially along the lines of the Original
Indebtedness, including the non-recourse provision, (the "Modified
Indebtedness"). On May 28, 2003, the Company paid Lehman $3.6 million
pursuant to the Modified Plan. As of February 29, 2004, the principal amount
of the Modified Indebtedness was $45.4 million. The principal amount of the
Modified Indebtedness earns interest at a rate of 12.75% per annum until the
obligation is satisfied. The maturity date of the Modified Indebtedness is
June 1, 2005. Interest is payable during the term of the Modified
Indebtedness on the adjusted loan obligation amount. As of February 29, 2004,
the adjusted loan obligation amount was $43.0 million. PBLLC is required to
pay interest earned on the adjusted loan obligation monthly from May 28, 2003
at a rate of the greater of 7.75% per annum or LIBOR plus 4% per annum
floating through the term of the Modified Indebtedness.
5 7
In the event that payment in full of the Modified Indebtedness is made after
November 1, 2003 but prior to June 2, 2005, interest on the Modified
Indebtedness will be calculated at a lower rate as set forth in the Modified
Plan.
The Modified Plan contains an express waiver of rights by PBLLC to seek
future bankruptcy protection. J. Edward Connelly Associates, Inc. ("JECA"),
the holder of a Class B interest in PBLLC, retains its membership interest,
but any payments by PBLLC to JECA shall be restricted until such time as all
outstanding obligations to Lehman and other creditors receiving funds under
the Modified Plan are discharged.
Mississippi Assets Sale Term Sheet
An agreement has been entered into among the Company, President Mississippi;
Vegas Vegas, Inc. ("Vegas Vegas"); PBLLC; JECA, the owner of the Class B Unit
in PBLLC; John S. Aylsworth, President, Chief Operating Officer and Director
of the Company; Terrence L. Wirginis, Vice Chairman of the Board, Vice
President of Marine and Development and Director of the Company; and
SunAmerica, Inc. and McKay Shields LLC (collectively, representing the
Noteholders). It provides that various assets owned by President Mississippi,
Vegas Vegas and PBLLC (the "Assets") will be marketed for sale, such sale to
be subject to the Noteholders, who have security interests in the Assets,
approval.
Vegas Vegas owns the assets related to the Company's proposed development
of Destination Broadwater. See "Potential Opportunities." To the extent that
the sale includes the Vegas Vegas assets, the buyers shall allocate the amount
of purchase price attributable to the Vegas Vegas assets. The first
$3,250,000 of funds allocated to the Vegas Vegas assets shall be paid into the
Vegas Vegas bankruptcy estate and shall not be subject to the distribution
priorities provided in the agreement.
In the event of a sale of all or substantially all of the Assets, the
proceeds (gross proceeds less typical closing adjustments including brokerage
commission) from the sale, other than the amount to be paid to Vegas Vegas,
shall be allocated as follows:
(i) the first dollars shall be paid to Lehman, the secured lender to
PBLLC, to satisfy in full the indebtedness due to it;
(ii) the next $10.0 million shall be allocated equally between JECA and the
Noteholders on a dollar for dollar basis. If President Mississippi
assets are sold separately and the proceeds are paid to the
Noteholders, then such dollars shall be a credit on the amount payable
to Noteholders under this provision;
(iii) the next $8.0 million shall be paid to Noteholders;
(iv) the next $26.0 million (twice the remaining amount owing to JECA after
payment of the $5.0 million above) shall be split on a dollar for
dollar basis between the Noteholders and JECA;
(v) the next dollars shall be paid to the Noteholders until their debt is
satisfied in full;
(vi) the remaining dollars shall be paid to President Mississippi.
JECA has entered into an agreement with Messrs. Aylsworth, Wirginis and
Ralph J. Vaclavik, the Chief Financial Officer of the Company, pursuant to
which upon receipt of funds by JECA, JECA will use its best efforts to pay a
percentage of such funds to Messrs. Aylsworth, Wirginis and Vaclavik based on
the total sales proceeds to JECA.
6
8
The process and time for the sale of assets shall be reflected in documents
and pleadings to be drafted and may include a sale pursuant to Section 363 of
the Bankruptcy Code and/or the confirmation of a Plan of Reorganization for
President Mississippi and/or Broadwater Hotel, Inc. and/or the Company. The
agreement binds only the parties thereto and establishes priorities between or
among the parties to the agreement and third parties and shall not be binding
on any holder of claims or interests against anyone that is not a party to the
agreement. The term of the agreement is from March 1, 2004 to March 1, 2005.
This agreement becomes effective upon its approval by the Missouri Bankruptcy
Court, provided, however that the marketing of the assets for sale commenced
immediately upon its execution.
Subsequently, the Missouri Bankruptcy Court entered an order approving the
agreement but indicating expressly that nothing therein affected the rights of
Lehman. Thereafter, an Examiner appointed at the request of the Noteholders
filed a motion to set aside the Court's order. That motion is currently set
for hearing on July 19, 2004.
In March 2004, the Missouri Bankruptcy Court appointed an Examiner for the
purpose of investigating and issuing a report concerning whether any
prohibited direct or indirect transfers have been made from the Company or its
subsidiaries that may be avoided or which were otherwise improper or
actionable under the Bankruptcy Code or other applicable law. The examination
concerned the purchase of the Broadwater Property from an entity owned by Mr.
Connelly, Chairman and Chief Executive of the Company, the financing of the
project, the process of the purchase and the operation of the complementary
rooms program, among other items. The Examiner's report was issued on May 28,
2004 and contains various findings and recommendations to be considered by the
various parties in interest. The Noteholders and other creditors now have a
report for their use. No prediction is possible as to what action, if any,
they may take.
--Discontinued Operations (formerly "Leasing Operations")
President Riverboat Casino-New York, Inc. filed a voluntary petition for
reorganization under the Bankruptcy Code in the Mississippi Bankruptcy Court
on July 11, 2002. During October 2003, the case was dismissed by the court.
See "Discontinued Operations."
The descriptions of the Company's business, financial condition and
prospects contained in this Annual Report on Form 10-K are qualified in their
entirety by the foregoing description of the significant risks associated with
the Company's bankruptcy proceedings.
Current Operations
Management is pursuing various strategic financing alternatives in order to
fund its debt obligations and the Company's continuing operations. The
Company is pursuing alternatives, including the restructuring and refinancing
of outstanding debt obligations and/or the sale of all or a portion of its
assets. The Company's ability to continue as a going concern is dependent on
its ability to restructure successfully, including refinancing its debts,
selling assets on a timely basis under acceptable terms and conditions, and
the ability of the Company to generate sufficient cash to fund future
operations. There can be no assurance in this regard.
The Company's management views its current operations in three operating
segments: Biloxi Operations, St. Louis Operations and, to a much lesser
extent, Corporate Leasing Operations, each of which is discussed more fully
below. Prior to the sale of the Company's Davenport properties in fiscal
7
9
2001, Davenport operations were considered to be a fourth operating segment.
Revenues, results of operations and identifiable assets of each of these
segments can be found in Note 20 of the accompanying consolidated financial
statements.
--St. Louis, Missouri Operations
In May 1994, the Missouri Gaming Commission licensed the Company to conduct
dockside gaming operations on the Company-owned vessel, "Admiral," in St.
Louis through its wholly-owned subsidiary, President Missouri. The Company's
initial license was subsequently renewed and was last renewed in May 2002 for
a period of two years. As a result of additional meetings required by the
Missouri Gaming Commission to examine expansion of the St. Louis Metropolitan
area market, the Commission will not conduct usual public meetings during May
and June, 2004. On April 27, 2004, the Commission passed a resolution whereby
all five Class A licensees whose licenses are due to expire during May and
June will be granted temporary licenses until July 31, 2004, at which time a
vote on re-licensing will occur. A temporary Class A license was issued
effective May 27, 2004, under the same terms and conditions as the regular
license.
The "Admiral" is approximately 400 feet long, continuously docked north of
the base of the Gateway Arch in Laclede's Landing, at a mooring site subleased
by the Company from the City of St. Louis Port Commission (the "Port
Commission").
During July 1998, the Company and the City of St. Louis reached an agreement
for the relocation of the "Admiral" approximately 1,000 feet north from its
former location on the Mississippi River. The new location provides guests
with improved parking and valet service, and better ingress/egress including
improved access from major highways into St. Louis. This site is also less
susceptible to the negative economic impact of high water than the previous
mooring site.
The aggregate cost to relocate the "Admiral" and construct ancillary
facilities was approximately $8.7 million. Under the terms of the agreement,
the City funded $3.0 million of the relocation costs, $2.4 million of which
amount was financed through bank debt. The Company paid for the remaining
$5.7 million of relocation costs. It is anticipated that the City will repay
the debt from annual allocations of $0.6 million from the City's annual home
dock city public safety fund that is funded by admission taxes from the
"Admiral." The Company has guaranteed repayment of the bank debt if the City
fails to pay the obligation. As of February 29, 2004, the Company's
guaranteed balance was $0.6 million. The City makes annual payments of $0.6
million in June of each year.
Rent under the terms of the lease consists of base rent plus a percent of
adjusted gross receipts. The base rent was $27,000 annually through December
31 ,2003 and is subject to rate change every five years based on the
recommendation of the Port Commission. Effective January 1, 2004, the annual
base rent was adjusted to $29, 250. The percentage rent is 2% of adjusted
gross receipts for any lease year equal to or less than $80.0 million, plus 3%
of that portion of adjusted gross receipts for such lease year which exceed
$80.0 million but which are equal to or less than $100.0 million, plus 4% of
that portion of adjusted gross receipts for such lease year, if any, which
exceed $100.0 million.
Competition is intense in the St. Louis market area. There are presently
four other casino companies operating five casinos in the market area. Many
8
10
of these competitors have significantly greater name recognition and financial
and marketing resources than the Company. Two of these are Illinois casino
companies operating single casino vessels on the Mississippi River, one across
the Mississippi River from the "Admiral" and the second 20 miles upriver.
There are two Missouri casino companies, each of which operates casino vessels
approximately 20 miles west of St. Louis on the Missouri River. One company
operates two casinos in Maryland Heights, Missouri and the other company
operates one casino in the City of St. Charles, Missouri. The operator of the
St. Charles casino replaced its facility and reopened with nearly double its
prior gaming positions in August 2002.
Applications were submitted to the Missouri Gaming Commission for approval
of potential new licenses at four different locations within the St. Louis
Metropolitan area along the Mississippi River, three of which were within 20
miles of the "Admiral." In July 2000, the Gaming Commission announced its
decision to award an additional license to the applicant proposing a site at
the greatest distance from the "Admiral" of the proposed locations. The
Commission's decision was challenged by one of the applicants whose proposal
was not selected and by other entities. In September 2001, the applicant
selected by the Gaming Commission announced it would not proceed with the
development of the project.
Subsequently, the Gaming Commission announced that it will consider
licensing additional casinos in the St. Louis market. In September 2003, the
City of St. Louis and St. Louis County, which are separate political and
geographic subdivisions, announced that they were both issuing Requests for
Proposals for a new casino in each jurisdiction.
A project proposed by Pinnacle Entertainment, Inc. was selected and approved
by the City of St. Louis as its recommendation before the Missouri Gaming
Commission. Its proposal includes a casino two blocks from the Admiral. St.
Louis County has chosen a separate Pinnacle Entertainment project in Lemay,
Missouri. Various other gaming companies have filed proposals. The Missouri
Gaming Commission is expected to narrow the field in July 2004. The final
decision on whether to issue one or more licenses is up to the Missouri Gaming
Commission. In addition, each company proceeding with its proposal is subject
to approval by the Missouri Gaming Commission. Each of the proposals
submitted requires significant construction of new infrastructure for the
casino and entertainment complexes. Were there to be a new casino or casinos
in metropolitan St. Louis, there would be a material adverse effect on the
Company's St. Louis operations.
Missouri regulations limit the loss per simulated cruise per passenger by
limiting the amount of chips or tokens a guest may purchase during each two-
hour gaming session to five hundred dollars. The company that operates
adjacent casinos is able to offer guests who reach the two-hour loss limit the
ability to move to the adjacent casino and continue to play. The lack of a
statutory loss limit on Illinois casinos allows them to attract higher stake
players and guests who do not want to be burdened with the administrative
requirements related to the loss limits.
--Biloxi, Mississippi Operations
The Company manages its Biloxi gaming operations through its wholly-owned
subsidiary, President Mississippi. Biloxi is located on the Gulf of Mexico 75
miles east of New Orleans. The Mississippi Gulf Coast area has a population
of approximately 364,000. The Company's Mississippi gaming license was last
9
11
renewed in April 2004 for a three-year period.
Since gaming began in Mississippi in August 1992, competition has steadily
increased. There are currently twelve casinos operating in the Mississippi
Gulf Coast area. The twelfth casino opened in March 1999 and is the largest
casino in the market. A thirteenth casino and hotel complex is expected to
open in late Summer 2005 on the Gulf Coast and an additional casino operator
has obtained necessary licenses and approval to open an additional casino
facility, although an opening date has not been announced. The Company also
faces competition from gaming operations in the metropolitan New Orleans area
and elsewhere in Louisiana and Mississippi. The New Orleans metropolitan area
currently has four casinos in operation.
Management believes the Mississippi Gulf Coast has become a major
destination point for gaming entertainment. The area is becoming more widely
known with many guests coming long distances to enjoy the weather, beaches,
golfing and other entertainment. Several large gaming companies have built
large hotel/casino complexes and have captured a significant portion of the
Mississippi Gulf Coast market. Many of these competitors have substantially
greater name recognition and financial and marketing resources than the
Company. Management believes that as newer and larger casino complexes have
entered the market, it has become increasingly more difficult to compete and
maintain market share. Thus, management continues to study strategic
alternatives for its Biloxi operations. See "Potential Opportunities-Biloxi,
Mississippi Development."
The Company began dockside gaming operations in Biloxi on August 13, 1992.
Prior to July 1997, the Company was party to an operating lease with BH
Acquisition Corporation ("BHAC") for its Biloxi mooring site, parking
facilities, offices and a warehouse. BHAC was a wholly-owned entity of Mr.
Connelly. Rent under the operating lease agreement was approximately $3.0
million annually, on a triple net basis. In July 1997, President Broadwater
Hotel, LLC ("PBLLC"), a limited liability company in which the Company has a
Class A ownership interest, and a wholly-owned entity of Mr. Connelly which
has a Class B ownership interest and certain preferred rights to certain cash
flows, acquired the real estate and improvements from BHAC for $40.5 million.
The property comprises approximately 260 acres and includes a 111-slip marina
which contains the mooring site of the barge "President Casino-Broadwater,"
two hotels with approximately 500 rooms and an adjacent 18-hole golf course
(collectively, the "Broadwater Property").
The Company has entered into a contract to sell to an unrelated party the
Broadwater Property golf course. The golf course purchase price is $13.0
million before closing adjustments. The prospective purchaser has applied for
re-zoning of the property and been rejected. It is pursuing an appeal in
court. The contract was amended to make the obtaining of re-zoning a
precondition to closing and extending the closing period for a six-month
period from November 1, 2003 through April 30, 2004 for an option fee of
$25,000 for each month the contract is extended. The agreement was further
amended extending the closing period from May 1, 2004 through August 31, 2004
for an option fee of $25,000 for each month the contract is extended.
Additionally, this amendment increases the sale price by $50,000 for each of
the first two months of the extension period and $75,000 for each of the last
two months of the extension period. It is not possible to predict whether re-
zoning will be obtained. It is anticipated that the net proceeds from the
sale of the golf course will be used to partially pay down the principal on
the Indebtedness of PBLLC.
On March 16, 2004, the Company sold the 179-room Broadwater Tower Hotel for
10
12
$6.5 million to Ocean Beach Club at Biloxi, LLC. The Company's other hotel,
the 333-room President Broadwater Resort, was not included in this
transaction. The net proceeds of the transaction were used to reduce the debt
of the Company's subsidiary, PBLLC. In connection with the transaction the
Company also entered into an initial seven-month lease with the new owners
whereby the Company will continue to operate the Broadwater Tower Hotel with
options for additional extensions.
The marina at the Broadwater Property consists of both "tidelands" and "fast
lands" under the Mississippi Trust Tidelands Act (the "Tidelands Act"). The
Tidelands Act provides that land designated as tidelands is deemed to be owned
by the State of Mississippi in trust. Under Mississippi law, riparian owners
of land designated as tidelands or fast lands are provided the first
opportunity to negotiate with the State of Mississippi for a lease on the
property.
During August 1992, BHAC entered into a ten-year lease agreement with the
State of Mississippi for the tidelands (the "Tidelands Lease") for an annual
rental fee of $295,000, with an option for a renewal term of five years,
subject to renegotiation of the annual rent. In November 1993, the Tidelands
Lease was amended to allow a new or second vessel to be moored, among other
items, for an annual rent of $525,000. Effective in August 1995, BHAC
exercised its rights under the agreement and the Company's annual rent
increased to $525,000. Effective August 1997, the state adjusted the annual
rent to $598,000 in accordance with the terms of the lease. Effective August
2002, the Company renewed its lease for a term of five years and the state
adjusted the annual rent to $670,000 in accordance with the terms of the
lease.
During December 1996, BHAC entered into a 40-year lease agreement (the "Fast
Lands Lease") with the State of Mississippi for the fast lands for an annual
rental fee of $21,000, adjustable every five years as defined in the lease
agreement. Concurrent with the purchase of PBLLC, BHAC sold its interest in
the Tidelands Lease and the Fast Lands Lease to PBLLC.
Discontinued Operations
Discontinued operations were formerly reported as the Company's leasing
segment, President Riverboat Casino-New York, Inc. ("President New York") .
In addition to the vessels currently owned and utilized in its gaming
operations, the Company owned the M/V "President Casino-Mississippi." The M/V
"President Casino-Mississippi" was previously utilized at the Company's Biloxi
and Davenport operations.
The vessel and various equipment aboard the M/V "President Casino-
Mississippi" collateralize a term note payable which was also personally
guaranteed by John E. Connelly, Chairman and Chief Executive Officer of the
Company. The Company continued to make the quarterly principal and interest
payments on the note prior to the Company's bankruptcy filing. Under the
terms of the note agreement, $2.1 million principal became due and payable in
August 2002 together with interest and costs (the "Note"). In November 2002,
the lender brought an action against Mr. Connelly for breach of contract under
his personal guarantee. In December 2003, Mr. Connelly satisfied his personal
guarantee paying the lender $1.2 million. In January 2003, the Mississippi
Bankruptcy Court granted a motion to relieve the lender from the automatic
stay in order to enforce its rights under the Preferred Fleet Ship Mortgage,
including but not limited to the right of the lender to seize and sell the
vessel. In May 2003, the lender filed a motion with the United States
11
13
District Court for the Southern District of Illinois for an order directing
the Clerk of Court to issue a warrant for the arrest of the M/V "President
Casino-Mississippi" pursuant to rules of admiralty and maritime claims. On
May 20, 2003, the Court executed the warrant, which allowed the vessel to be
seized and sold. On April 7, 2004, the vessel was auctioned and the lender
offered the highest bid of $0.5 million.
On March 29, 2001, the Company executed an installment sale agreement for
the M/V "Surfside Princess" (formerly, the "New Yorker"). Under the terms of
the agreement, the Company would receive an aggregate of $9.0 million
principal installment payments over a period of thirty months commencing on
March 29, 2001, which included a final principal balloon payment of $4.4
million due October 2003. The note bore an annual interest rate of 10.5%. On
October 3, 2001, the Company terminated the installment sale agreement and
repossessed the M/V "Surfside Princess," due to the inability of the
purchasing party to meet the terms of the agreement.
During the fourth quarter of fiscal 2003, the Company held a sealed bid
auction of the "Surfside Princess" in accordance with Section 363 of the
United States Bankruptcy Code. In February 2003, the auction closed and the
winning bid was $1.5 million. On May 2, 2003, the purchase agreement on the
vessel was consummated, at which time the liens against the vessel attached to
the proceeds from the sale which are held in an escrow account. The Company
took a $1.2 million valuation allowance on the vessel in February to reduce
the net book value to the bid price.
Former Operations
On October 10, 2000, the Company sold the assets of its former Davenport,
Iowa casino and hotel operations for aggregate consideration of $58.2 million
in cash. The Company recognized a gain of approximately $34.5 million on the
transaction. The Davenport casino operations were managed by the Company's
wholly-owned subsidiary, President Riverboat Casino-Iowa, Inc. ("PRC Iowa"),
which is the general partner of the 95% Company-owned operating partnership,
The Connelly Group, L.P. ("TCG"). The Blackhawk Hotel operations in
Davenport, which were also sold in the transaction, were managed by a wholly-
owned subsidiary of the Company.
On April 30, 2001, the Company executed an agreement to sell the assets of
Gateway Riverboat Cruises, the Company's non-gaming cruise operations which
provided dinner cruise, excursion and sightseeing on two riverboats on the
Mississippi River. The transaction was consummated on July 17, 2001. The
Company recognized a gain of $0.8 million on the sale of these assets.
Potential Opportunities
--Biloxi, Mississippi Development
As discussed in "Current Operations-Biloxi, Mississippi," PBLLC owns the
Broadwater Property in Biloxi, Mississippi. The property comprises
approximately 260 acres and includes two hotels, an adjacent 18-hole golf
course and a 111-slip marina. One of the two hotels was sold subsequent to
year end. The marina is the site of the Company's Biloxi casino operations
and was formerly leased by the Company under a long-term lease agreement.
The Company has developed a master plan for the Broadwater Property.
Management believes that this site is ideal for development of "Destination
Broadwater," a full-scale luxury destination resort offering an array of
entertainment attractions in addition to gaming. The plans for the resort
feature a village which will include a cluster of casinos, hotels,
12
14
restaurants, theaters and other entertainment attractions.
In January 1999, the Company received the permit from the Mississippi
Department of Marine Resources ("DMR") for development of the full-scale
destination resort. This was the first of three permit approvals required of
the Joint Permit Application submitted in August 1998 to the DMR, the U.S.
Army Corps of Engineers (the "Corps") and the Mississippi Department of
Environment Quality. The two remaining permit approvals are still pending and
awaiting the completion of the Final Environmental Impact Statement ("EIS").
The Draft EIS has been completed, notice of which was posted in the Federal
Register in June 2000 for public comment. The current permit application to
the Corps was cancelled on June 10, 2002 pending re-submission of a revised
project design that reflects the changes resulting from the Company's work
with the Corps. The cancellation is an administrative measure which will
allow the Corps to remove the application from the Corps' pending action list,
and should not affect future evaluation of the permit request. The Company
anticipates submitting a revised plan. At that time, a new application number
will be assigned, and the evaluation of the permit request will resume.
In connection with the Company's proposed Destination Broadwater development
plan, to date, the Company has not identified any specific financing
alternatives or sources as the necessary regulatory approvals have not been
obtained. There can be no assurance that the Company will be able to obtain
the regulatory approvals or the requisite financing. Should the Company fail
to raise the required capital, such failure would materially and adversely
impact the Company's business plan.
The Company has entered into a contract to sell to an unrelated party the
Broadwater Property golf course. The golf course purchase price is $13.1
million before closing adjustments. The prospective purchaser has applied for
re-zoning of the property and been rejected. It is pursuing an appeal in
court. The contract was amended to make the obtaining of re-zoning a
precondition to closing and extending the closing period for a six-month
period from November 1, 2003 through April 30, 2004 for an option fee of
$25,000 for each month the contract is extended. The agreement was further
amended extending the closing period from May 1, 2004 through August 31, 2004
for an option fee of $25,000 for each month the contract is extended.
Additionally, this amendment increases the sale price by $50,000 for each of
the first two months of the extension period and $75,000 for each of the last
two months of the extension period. It is not possible to predict whether re-
zoning will be obtained. It is anticipated that the net proceeds from the
sale of the golf course will be used to partially pay down the principal on
the Indebtedness of PBLLC.
On March 16, 2004, the Company sold the 179-room Broadwater Tower Hotel for
$6.5 million to Ocean Beach Club at Biloxi, LLC. The Company's other hotel,
the 333-room President Broadwater Resort, was not included in this
transaction. The net proceeds of the transaction were used to reduce the debt
of the Company's subsidiary, PBLLC. In connection with the transaction the
Company also entered into an initial seven-month lease with the new owners
whereby the Company will continue to operate the Broadwater Tower Hotel with
options for additional extensions.
Marketing and Sales
The Company targets its marketing efforts at middle income, recreational
gaming customers. The Company relies on a mix of billboards, television,
radio and print advertisements in both the local and regional markets to
attain a high recognition level. The Company also has preferred slot player
13
15
programs, together with electronic slot player tracking, a table player
tracking and rating system, hosts, gaming tournaments, special events, direct
mailing, telemarketing and other casino marketing techniques to identify,
recognize and cultivate frequent and better casino customers. This effort is
supported by direct marketing, a targeted trade advertising schedule and
attendance at industry trade shows and sales gatherings. The Company also
utilizes its web site at www.presidentcasino.com to enhance its marketing
programs.
Regulatory Matters
--Gaming Regulations
General. The ownership and operation of gaming facilities are subject to
extensive state and local regulation. The Company's Biloxi gaming operations
are regulated by the Mississippi Gaming Commission and its St. Louis gaming
operations are regulated by the Missouri Gaming Commission. As a condition to
obtaining and maintaining a gaming license, the Company must pay fees and
taxes, observe stringent regulations on operations, submit and update
comprehensive applications and submit detailed financial, operating and other
reports to each such Commission. Each such Commission has broad powers to
suspend or revoke licenses in which event operations would be terminated or
suspended. In addition, substantially all of the Company's material
transactions are subject to prior notice to review, and in some instances,
approval by such Commission. Any person acquiring 5% or more of the Common
Stock or equity securities of any gaming entity must be found suitable by the
appropriate regulatory body.
Various license fees and taxes are payable to the jurisdictions in which the
Company conducts gaming operations. These taxes are calculated in various
ways, and may be based upon (i) a percentage of the gross gaming revenues
received by the casino operation, (ii) the number of slot machines operated by
the casino, (iii) the number of table games operated by the casino and/or (iv)
passenger counts. A casino entertainment tax may also paid be by the licensee
where entertainment is furnished in connection with the selling of food or
refreshments. In addition, certain other fees are imposed.
The Company, its subsidiaries, its employees and other individuals or
entities having material relationships with the Company are required to obtain
and hold various licenses and approvals in Mississippi and Missouri and will
most likely be required to do so in each other jurisdiction in which the
Company may conduct a gaming operation. If a gaming authority were to find a
director, officer or key employee unsuitable for licensing or unsuitable to
continue to have a relationship with the Company, the Company would have to
suspend or dismiss such person. The failure of the Company, or any of its key
personnel, to obtain or retain a license in any jurisdiction could have a
material adverse effect on the Company and its prospects or its ability to
obtain or retain licenses in other jurisdictions. Generally, regulatory
authorities have broad discretion in granting, renewing and revoking licenses.
Moreover, any jurisdiction into which the Company may seek to expand its
gaming operations may require the Company to apply for and obtain regulatory
approvals with respect to the construction, design and operational features of
the structure it intends to utilize. Obtaining such licenses and approvals
may be costly, time consuming and cannot be assured.
The Company may be subject to substantial fines for each violation of a
gaming law or regulation. In addition, a violation of a gaming law or
regulation may subject a license to suspension or revocation. Limitation,
conditioning or suspension of a gaming license could (and revocation of any
gaming license would) materially adversely affect the financial position and
14
16
results of operations of the Company.
Missouri Gaming Regulations. Gaming on the Missouri and Mississippi Rivers
in the State of Missouri was originally authorized pursuant to a statewide
referendum on November 3, 1992. On April 29, 1993, Missouri enacted revised
legislation (as amended, the "Missouri Gaming Law") which amended the existing
legislation. The Missouri Gaming Law also established the Missouri Gaming
Commission (the "Missouri Commission"), which is responsible for the licensing
and regulation, and enforcement with respect to some aspects of gaming in
Missouri.
Opponents of gaming in Missouri have brought several legal challenges to
gaming in the past and may possibly bring similar challenges in the future.
On November 25, 1997, the Missouri Supreme Court overturned a state lower
court and held that a portion of the Missouri Gaming Law that authorized
excursion gaming facilities in "artificial basins" up to 1,000 feet from the
Mississippi or Missouri rivers was unconstitutional. This ruling created
uncertainty as to the legal status of several excursion gaming riverboat
facilities in the state; however, as President Missouri facilities were fully
on the Mississippi River, they did not appear to be affected. On November 3,
1998, a statewide referendum was held, whereby the voters amended the
constitution to allow "artificial basins" for existing facilities, effectively
overturning the above Missouri Supreme Court decision. There can be no
assurances that any future challenges, if brought, would not further interfere
with full-scale gaming operations in Missouri, including the operations of
President Missouri.
Under the Missouri Gaming Law, the ownership and operation of riverboat
gaming facilities are subject to extensive state and local regulation. The
Company, its parent, subsidiaries and certain of its officers and employees
are subject to various regulations.
President Missouri must be licensed by the Missouri Commission in order to
conduct its operations. Licenses issued by the Missouri Commission to conduct
gaming operations are subject to two year renewals and may not be transferred
or pledged as collateral. In addition to the information required of the
operator, the operator's directors, officers and other key persons (which
include individuals and related companies designated by the Missouri
Commission) must submit applications which include detailed personal and
financial information and are subject to thorough investigations and
licensing. Also, all gaming employees must obtain an occupational license
issued by the Missouri Commission. Each applicant has an ongoing duty to
update the information provided to the Missouri Commission in the application.
Applications filed with the Missouri Commission are continuously "pending" and
any issue may be reopened at any time. President Missouri was re-licensed by
the Missouri Commission in May 2002. As a result of additional meetings
required by the Missouri Gaming Commission to examine expansion of the St.
Louis Metropolitan area market, the Commission will not conduct usual public
meetings during May and June, 2004. On April 27, 2004, the Commission passed
a resolution whereby all five Class A licensees whose licenses are due to
expire during May and June will be granted temporary licenses until July 31,
2004, at which time a vote on re-licensing will occur. A temporary Class A
license was issued effective May 27, 2004, under the same terms and conditions
as the regular license.
The Missouri Gaming Law regulations impose restrictions on the use and
transfer of the gaming licenses as well as limitations on transactions engaged
in by licensees. The Missouri Gaming Law regulations bar a licensee from
taking any of the following actions without prior notice to, and approval by,
the Missouri Commission: any transfer or issuance of an ownership interest of
15
17
five percent or more of the issued and outstanding ownership interest, any
private incurrence of debt by the licensee or any holding company of $1.0
million or more, any public issuance of debt by a licensee or its holding
company, and certain defined "significant related party transactions." In
addition, the licensee must notify the Missouri Commission of other
transactions, including the transfer of five percent or more of an ownership
interest in the licensee or holding company, and any transaction of at least
$1.0 million. The restrictions on transfer of ownership apply to the parent
as well as the direct licensee, President Missouri. Gaming equipment and
corporate stock of some licensees may not be pledged except in narrow
circumstances and subject to regulatory conditions.
The Missouri Gaming Law imposes operational requirements on riverboat
operators, including a charge of two dollars per gaming customer per excursion
that licensees must pay to the Missouri Commission, a 20% tax on adjusted
gross receipts (in addition to other state taxes and license fees),
requirements regarding minimum payouts, prohibitions against providing credit
to gaming customers (except for the use of credit cards and cashing checks)
and a requirement that each licensee reimburse the Missouri Commission for all
costs of all Missouri Commission staff, including Missouri Highway Patrol
Officers, necessary to protect the public on the licensee's riverboat.
Licensees must also submit monthly, quarterly and annual reports of
financial and statistical data and quarterly and annual audited financial
information and compliance reports to the Missouri Commission and pay the
associated auditing fees.
Other areas of operation which are subject to regulation under the Missouri
Gaming Law rules are the color, denomination and handling of chips and tokens;
the surveillance methods and computer monitoring of electronic games;
accounting and audit methods and procedures; and approval of an extensive
internal control system. The internal operating procedures and controls of
each facility are subject to the approval of the Missouri Commission. The
purchase and sale of slot machines and other gaming equipment are subject to
regulation, and must be purchased from a licensed supplier. The Missouri
Commission requires comprehensive safety inspections and compliance with local
ordinances and federal safety requirements. The Missouri Commission regulates
security and surveillance, and the control of cash and chips. Liquor licenses
are issued and regulated by the Missouri Commission, rather than local or
other state agencies.
The Missouri Commission has the authority to investigate any potential
violation of the Missouri Gaming Law. In addition, the Missouri Commission
may take enforcement action against a licensee for the failure of that
licensee to comply with any other law.
The Missouri Commission has the power and broad discretion in exercising
this power to revoke or suspend gaming or occupational licenses and impose
other penalties for violation of the Missouri Gaming Law and the rules and
regulations promulgated thereunder. These penalties may include forfeiture of
all gaming equipment used for improper gaming and fines of up to three times a
licensee's highest daily gross receipts during the preceding twelve months.
Although the Missouri Gaming Law does not limit the amount of riverboat
space that may be used for gaming, the Missouri Commission is empowered to
impose such space limitations through the adoption of rules and regulations.
The Missouri Gaming Law provides for a loss limit of five hundred dollars per
person per each two-hour gaming session. In order to establish an excursion
schedule which allows patrons to enter and exit the gaming floor at any time
during the excursion, the licensee must prove to the Missouri Commission that
16
18
it can enforce the five hundred dollar loss limit.
Mississippi Gaming Regulations. Gaming was authorized in Mississippi in
June 1990 but gaming operations did not commence until August 1992. The
ownership and operation of casino gaming facilities in Mississippi are subject
to extensive state and local regulation. The Company is registered as a
publicly traded corporation under the Mississippi Gaming Control Act and its
gaming operations are subject to the licensing and regulatory control of the
Mississippi Gaming Commission (the "Mississippi Commission") and various
local, city and county regulatory agencies.
Licenses to conduct gaming operations in the State of Mississippi are not
transferable and are required to be renewed on a periodic basis. The
Mississippi Commission may at any time revoke, suspend, condition, limit or
restrict a license or deny approval to own shares of stock in the Company or
President Mississippi for any cause it deems reasonable.
The Mississippi Gaming Law imposes state and local gaming taxes of
approximately 12% of gaming revenues. In addition, certain other fees are
imposed.
The Mississippi Commission has the authority to require a finding of
suitability with respect to any Company or President Mississippi stockholder
regardless of such stockholder's percentage of ownership. The stockholder is
required to pay all costs of investigation. In this regard, the Company's
Restated Certificate of Incorporation provides that the Company may redeem any
shares of the Company's capital stock held by any person or entity whose
holding of shares may cause the loss or non-reinstatement of a governmental
license held by the Company. Such redemption shall be at fair market value,
as defined in the Company's Restated Certificate of Incorporation, regardless
of the price the stockholder paid for the shares. Mississippi law also
contains a provision which requires any Company or President Mississippi
stockholder found unsuitable by the Mississippi Commission to immediately
offer its shares to the Company/President Mississippi for purchase and the
Company/President Mississippi to purchase the shares for cash within ten days
of the offer. In addition, any individual who is found to have a material
relationship to, or material involvement with, the Company or President
Mississippi may be required to be investigated in order to be found suitable
or to be licensed as a business associate. Key employees, controlling persons
or others who exercise significant influence upon the management or affairs of
the Company or President Mississippi may be deemed to have such a relationship
or involvement.
In connection with President Mississippi's license, the Company and
President Mississippi are required to submit detailed financial, operating and
other reports to the Mississippi Commission. Substantially all loans, leases,
sales of securities and similar financing transactions entered into by
President Mississippi and the Company must be reported to and/or approved by
the Mississippi Commission. In addition, the Mississippi Commission regulates
the Company's ability to engage in certain types of transactions. For
example, a change in control of the Company or a plan of reorganization (as
defined in the Mississippi Commission regulations) by the Company may not
occur without the prior approval of the Mississippi Commission. Similarly,
Mississippi gaming legislation requires that each person employed by President
Mississippi as a gaming employee obtain a valid work permit issued by the
Mississippi Commission.
The Mississippi Commission has the authority to waive certain Mississippi
Gaming Control Act provisions to allow the Company to conduct gaming
operations outside of Mississippi. On May 24, 1993, the Company received all
17
19
requisite approvals from the Mississippi Commission to conduct gaming
operations in the jurisdictions in which it was then operating or proposing to
operate without further action by the Mississippi Commission. Mississippi law
requires that the Company notify the Mississippi Commission of any proposed
gaming operations in any additional jurisdictions, provide certain
documentation to the Mississippi Commission relating to those gaming
operations, and obtain the necessary statutory waiver from the Mississippi
Commission before beginning those proposed gaming operations.
A Mississippi Commission regulation requires as a condition of site
development plan approval that a gaming establishment's development plan
include a 500-car or larger parking facility in close proximity to the casino
complex and infrastructure facilities, the expenditures for which will amount
to at least 100% of the higher of the appraised value or construction cost of
the casino. A Mississippi Commission regulation formerly required
infrastructure expenditures amounting to 25% of the casino cost. Such
infrastructure facilities shall include any of the following: a 250-room or
larger hotel of at least a two-star rating as defined by the current edition
of the Mobil Travel Guide, a theme park, golf courses, marinas, tennis
complex, entertainment facilities, or any other such facility as approved by
the Mississippi Commission as infrastructure. Parking facilities, roads,
sewage and water systems, or facilities normally provided by cities and/or
counties are excluded. The Mississippi Commission may in its discretion
reduce the number of rooms required, where it is shown to the Mississippi
Commission's satisfaction that sufficient rooms are available to accommodate
the anticipated visitor load, and parking spaces may also be reduced as needed
for small casinos, provided that the infrastructure rule is otherwise met.
Non-Gaming Regulations
The Company is subject to certain federal, state and local safety and health
laws, regulations and ordinances that apply to non-gaming businesses
generally, such as the Americans with Disabilities Act, the Clean Air Act,
Clean Water Act, Occupational Safety and Health Act, Resource and Conservation
Recovery Act and the Comprehensive Environmental Response, Compensation and
Liability Act. The Company has not made material expenditures with respect to
such laws and regulations. However, the coverage and attendant compliance
costs associated with such laws, regulations and ordinances may result in
future additional costs to the Company's operations. For example, in 1990 the
U.S. Congress enacted the Oil Pollution Act to consolidate and rationalize
mechanisms under various oil spill response laws. The Department of
Transportation has proposed regulations requiring owners and operators of
certain vessels to establish through the U.S. Coast Guard evidence of
financial responsibility in the amount of $5.5 million for clean-up of oil
pollution. This requirement would be satisfied by either proof of adequate
insurance (including self-insurance) or the posting of a surety bond or
guaranty.
Applicable provisions of the Local Option Alcoholic Beverage Control Law of
the State of Mississippi require that each employee of a licensed retailer who
handles alcoholic beverages obtain a valid permit issued by the Alcoholic
Beverage Control Division of the Mississippi State Tax Division. All
employees of President Mississippi who are required to obtain such permits
have either obtained such permits or have completed applications therefore and
are permitted to act in the positions for which they were hired pending
approval of such applications.
18
20
Employees
As of February 29, 2004, the Company had approximately 1,550 employees.
In April 1999, certain gaming, service and maintenance employees of
President Missouri ratified a three-year collective bargaining agreement
setting out wages, benefits and other terms and conditions of employment. The
labor agreement was renegotiated and ratified for a one year period effective
April 2002. The April 2003 labor agreement is in effect until October 2004.
The labor agreement covers approximately 300 of the Company's 675 St. Louis
employees.
Item 3. Legal Proceedings.
Pending Bankruptcy Proceedings
On June 20, 2002, the Company together with its subsidiary, President
Missouri, which owns and operates the St. Louis operations, filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Mississippi. On
July 9, 2002, the Company's subsidiary President Mississippi filed a voluntary
reorganization petition in the same Court. On July 11, 2002, substantially
all of the Company's other operating subsidiaries filed voluntary
reorganization petitions under Chapter 11 in the same Court. Subsequently,
orders were entered by the Mississippi Bankruptcy Court transferring venue of
all of the Chapter 11 cases, except President Riverboat Casino-New York, Inc.
and PBLLC, to the United States Bankruptcy Court for the Eastern District of
Missouri, where they are now pending and being administered. On May 28, 2003,
PBLLC's Debtor's Modified Plan of Reorganization was confirmed by the
Mississippi Bankruptcy Court and the Company initiated consummation of the
Modified Plan. In October 2003, the bankruptcy case of President Riverboat
Casino-New York, Inc. was dismissed. The Company and its subsidiaries each
continue in possession and use of their assets as debtors-in-possession. The
Company and its subsidiaries have had their Missouri Bankruptcy Chapter 11
cases administratively consolidated under the Company's case.
On May 15, 2003, the Missouri Bankruptcy Court issued an order approving a
joint motion filed by the Company, the unsecured creditors' committee (the
"Committee") and certain bondholders of the Company (the "Bondholders") with
respect to a timetable and process for the Company's reorganization
proceedings. The joint motion sought entry of an order approving a timetable
and process set forth in a Term Sheet, dated March 25, 2003 (the "Term
Sheet"), with respect to either (i) the refinancing of the Company by July 18,
2003, or (ii) a sale of the assets related to the Company's St. Louis gaming
operations. In addition, the Court approved motions by the Company to approve
the appointment of Libra Securities LLC ("Libra") to serve as the Company's
investment banker in connection with any sale of the St. Louis operations.
The Term Sheet outlined a process and timetable under which the Company's
St. Louis operations would be sold in the event that a recapitalization of the
Company was not completed as set forth in the Term Sheet. As part of such
process, the Company was required to meet certain benchmarks which, if not
met, would permit the Committee to file a motion with the Court for the sale
of the Company's St. Louis operations and to appoint a chief restructuring
officer to manage the sale process.
Pursuant to the Term Sheet provisions and the agreement of the Company, the
Committee and the Bondholders, on September 25, 2003, the Company entered into
19
21
an agreement with Isle of Capri Casinos, Inc. to sell the assets of its St.
Louis operations for approximately $50.0 million. On May 4, 2004, the Company
and Isle of Capri Casinos, Inc. announced they had mutually agreed to
terminate the agreement. Libra continues to seek a buyer for the St. Louis
operations.
On April 27, 2003, the Missouri Bankruptcy Court granted a motion for
approval of a key employee retention plan for certain corporate and Missouri
casino employees (the "Retention Plans"). The motion does not affect any pre-
petition employment agreements as to assumption or rejection of pre-petition
executory contracts, with the exception that any claim asserted by a key
employee on account of a pre-petition employment agreement shall be reduced
dollar for dollar by the amounts paid or payable under the retention plan.
Under the terms of the Retention Plans for certain Missouri key casino
employees, certain key employees will receive 50% of their then salary which
will be due and payable on the earlier of the following dates: (i) the date on
which all or substantially all of President Missouri's assets are sold or (ii)
the date on which the Company terminates substantially all of its ordinary
Missouri business operations. Under the terms of the Retention Plans for
corporate employees, the Chief Financial Officer will receive one year of his
then salary on the date he is discharged from employment and the other named
key employees will receive 50% of their then salary. If at any time prior
thereto the corporate key employees' salaries are reduced or he or she is
required to move his or her residence from the St. Louis, Missouri
metropolitan area, he or she will also receive such payment. In the event of
the sale of the Missouri assets, an amount shall be set aside to fund such
payments.
On April 1, 2004, the Missouri Bankruptcy Court granted a motion for
approval of a key employee retention plan for certain Mississippi casino
employees. The terms and conditions are the same as the Missouri key casino
employee Retention Plan except the assets and operations refer to those of
Mississippi and one key employee receiving his then twelve month salary rather
than 50%.
PBLLC was in default under a $30.0 million promissory note and associated
$7.0 million loan fee incurred in connection with the July 1997 purchase by
PBLLC of the real estate and improvements utilized in the Company's operations
in Biloxi, Mississippi. On April 19, 2001, PBLLC filed a voluntary petition
for reorganization under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Mississippi. PBLLC
continued in possession and use of its assets as a debtor-in-possession and
had an agreement with Lehman Brothers Holdings Inc., its lender and largest
creditor ("Lehman"), approved by the Mississippi Bankruptcy Court which
allowed PBLLC's use of its cash collateral.
On October 16, 2001, PBLLC filed its plan of reorganization. Subsequently,
on February 28, 2003, PBLLC filed Modifications to Debtor's Plan of
Reorganization (together with the plan of reorganization, the "Modified
Plan"). On May 14, 2003, the Mississippi Bankruptcy Court entered the
confirmation order confirming the Modified Plan. The Modified Plan became
effective on May 28, 2003 and the Company consummated the Modified Plan at
that time. The Modified Plan provided the unsecured creditors of PBLLC
receive 100% of their claims. Under the Modified Plan, the obligations to
Lehman were modified with respect to the debt amount, the interest rate and
the due date. In addition, the obligation was re-documented substantially
along the lines of the Original Indebtedness, including the non-recourse
provision, (the "Modified Indebtedness"). On the effective date, $3.6 million
was paid to Lehman pursuant to the Modified Plan. The principal amount of the
Modified Indebtedness is $45.4 million plus interest at the rate of 12.75% per
20
22
annum until the obligation is satisfied. The maturity date of the Lehman
obligation is June 1, 2005. Interest is payable during the term of the
Modified Indebtedness on an adjusted loan obligation amount. As of February
29, 2004, the adjusted loan obligation amount was $43.0 million. PBLLC is
required to pay interest earned on the Modified Indebtedness monthly from May
28, 2003 at a rate of the greater of 7.75% per annum or LIBOR plus 4% per
annum floating.
The Modified Plan contains an express waiver by PBLLC of rights to seek
future bankruptcy protection. J. Edward Connelly Associates, Inc. ("JECA"),
the holder of a Class B interest in PBLLC, retains its membership interest,
but any payments by PBLLC to JECA shall be restricted until such time as all
outstanding obligations to Lehman and other creditors receiving funds under
the Modified Plan are discharged.
Mississippi Assets Sale Term Sheet
An agreement has been entered into among the Company, President Mississippi;
Vegas Vegas, Inc. ("Vegas Vegas"); PBLLC; JECA, the owner of the Class B Unit
in PBLLC; John S. Aylsworth, President, Chief Operating Officer and Director
of the Company; Terrence L. Wirginis, Vice Chairman of the Board, Vice
President of Marine and Development and Director of the Company; and
SunAmerica, Inc. and McKay Shields LLC (collectively, representing the
Noteholders). It provides that various assets owned by President Mississippi,
Vegas Vegas and PBLLC (the "Assets") will be marketed for sale, such sale to
be subject to the Noteholders, who have security interests in the Assets,
approval.
Vegas Vegas owns the assets related to the Company's proposed development
of Destination Broadwater. See "Potential Opportunities." To the extent that
the sale includes the Vegas Vegas assets, the buyers shall allocate the amount
of purchase price attributable to the Vegas Vegas assets. The first
$3,250,000 of funds allocated to the Vegas Vegas assets shall be paid into the
Vegas Vegas bankruptcy estate and shall not be subject to the distribution
priorities provided in the agreement.
In the event of a sale of all or substantially all of the Assets, the
proceeds (gross proceeds less typical closing adjustments including brokerage
commission) from the sale, other than the amount to be paid to Vegas Vegas,
shall be allocated as follows:
(i) the first dollars shall be paid to Lehman, the secured lender to
PBLLC, to satisfy in full the indebtedness due to it;
(ii) the next $10.0 million shall be allocated equally between JECA and the
Noteholders on a dollar for dollar basis. If President Mississippi
assets are sold separately and the proceeds are paid to the
Noteholders, then such dollars shall be a credit on the amount payable
to Noteholders under this provision;
(iii) the next $8.0 million shall be paid to Noteholders;
(iv) the next $26.0 million (twice the remaining amount owing to JECA after
payment of the $5.0 million above) shall be split on a dollar for
dollar basis between the Noteholders and JECA;
(v) the next dollars shall be paid to the Noteholders until their debt is
satisfied in full;
(vi) the remaining dollars shall be paid to President Mississippi.
JECA has entered into an agreement with Messrs. Aylsworth, Wirginis and
Ralph J. Vaclavik, the Chief Financial Officer of the Company, pursuant to
which upon receipt of funds by JECA, JECA will use its best efforts to pay a
percentage of such funds to Messrs. Aylsworth, Wirginis and Vaclavik based on
21
23
the total sales proceeds to JECA.
The process and time for the sale of assets shall be reflected in documents
and pleadings to be drafted and may include a sale pursuant to Section 363 of
the Bankruptcy Code and/or the confirmation of a Plan of Reorganization for
President Mississippi and/or Broadwater Hotel, Inc. and/or the Company. The
agreement binds only the parties thereto and establishes priorities between or
among the parties to the agreement and third parties and shall not be binding
on any holder of claims or interests against anyone that is not a party to the
agreement. The term of the agreement is from March 1, 2004 to March 1, 2005.
This agreement becomes effective upon its approval by the Missouri Bankruptcy
Court, provided, however that the marketing of the assets for sale commenced
immediately upon its execution.
Subsequently, the Missouri Bankruptcy Court entered an order approving the
agreement but indicating expressly that nothing therein affected the rights of
Lehman. Thereafter, an Examiner appointed at the request of the Noteholders
filed a motion to set aside the Court's order. That motion is currently set
for hearing on July 19, 2004.
In March 2004, the Missouri Bankruptcy Court appointed an Examiner for the
purpose of investigating and issuing a report concerning whether any
prohibited direct or indirect transfers have been made from the Company or its
subsidiaries that may be avoided or which were otherwise improper or
actionable under the Bankruptcy Code or other applicable law. The examination
concerned the purchase of the Broadwater Property from an entity owned by Mr.
Connelly, Chairman and Chief Executive of the Company, the financing of the
project, the process of the purchase and the operation of the complementary
rooms program, among other items. The Examiner's report was issued on May 28,
2004 and contains various findings and recommendations to be considered by the
various parties in interest. The Noteholders and other creditors now have a
report for their use. No prediction is possible as to what action, if any,
they may take.
Litigation
--Poulos, McElmore and Shreier, et al. v. Caesar's World, Inc. et al.
In 1994, William H. Poulos filed a class-action lawsuit in the United States
District Court for the Middle District of Florida against over thirty-eight
(38) casino operators, including the Company, and certain suppliers and
distributors of video poker and electronic slot machines. This lawsuit was
followed by several additional lawsuits of the same nature against the same
and as well as additional defendants, all of which have now been consolidated
into a single class-action in the United States District Court for the
District of Nevada. The complaint alleges that the defendants fraudulently
marketed and operated casino video poker machines and electronic slot
machines, and asserts common law fraud and deceit, unjust enrichment and
negligent misrepresentation. The plaintiffs sought class certification and
the defendants opposed it. On June 21, 2002, the Court entered an order
holding the action could not proceed as a class action. The decision has been
appealed to the 9th Circuit Court of Appeals. A motion to stay pending the
Company's bankruptcy proceedings has been filed. Although the outcome of
litigation is inherently uncertain, management, after consultation with
counsel, believes the action will not have a material adverse effect on the
Company's financial position or results of operations.
22
24
--Other
The Company is from time to time a party to litigation, which may or may not
be covered by insurance, arising in the ordinary course of its business. The
Company does not believe that the outcome of any such litigation will have a
material adverse effect on the Company's financial condition or results of
operations, or which would have any material adverse impact upon the gaming
licenses of the Company's subsidiaries.
General
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulation. As a condition to obtaining and
maintaining a gaming license, the Company must submit detailed financial,
operating and other reports to state gaming commissions, all of which have
broad powers to suspend or revoke licenses. In addition, substantially all of
the Company's material transactions are subject to review and/or approval by
the various regulatory bodies. Any person acquiring 5% or more of the Common
Stock or of the equity securities of any gaming entity must be found suitable
by the appropriate regulatory body. The Biloxi license was last renewed in
April of 2004 and expires in April 2007. The St. Louis license was last
renewed in May 2002 for a period of two years. As a result of additional
meetings required by the Missouri Gaming Commission to examine expansion of
the St. Louis Metropolitan area market, the Commission will not conduct usual
public meetings during May and June, 2004. On April 27, 2004, the Commission
passed a resolution whereby all five Class A licensees whose licenses are due
to expire during May and June 2004 will be granted temporary licenses until
July 31, 2004, at which time a vote on re-licensing will occur. A temporary
Class A license was issued effective May 27, 2004, under the same terms and
conditions as the regular license.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 2004.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
The Company's Common Stock was delisted from the Nasdaq National Market
effective the close of business November 19, 1998, because the Company no
longer met certain listing requirements. The stock continues to trade on the
OTC Bulletin Board under the symbol "PREZQ.OB." The following table sets
23
25
forth, for the fiscal quarters indicated, the high and low sale or bid prices
for the Common Stock, as reported by the OTC Bulletin Board:
High Low
------ -----
Fiscal 2004
First Quarter................ $ 0.4000 $ 0.2500
Second Quarter............... $ 0.4500 $ 0.3100
Third Quarter................ $ 0.5100 $ 0.1700
Fourth Quarter............... $ 0.2200 $ 0.1100
Fiscal 2003
First Quarter................ $ 1.0500 $ 0.7000
Second Quarter............... $ 0.8400 $ 0.2000
Third Quarter................ $ 0.5100 $ 0.2000
Fourth Quarter............... $ 0.4000 $ 0.2600
The market bid quotations reflect inter-dealer prices, without retail mark-
up, mark-down or commission and may not necessarily represent actual
transactions. Bid quotations are derived from Commodity Systems, Inc. through
Yahoo.com Historical Quotes.
On June 1, 2004, there were approximately 1,077 holders of record of the
Company's Common Stock.
The Company has never paid any dividends on its Common Stock. The Company
anticipates that for the foreseeable future all earnings, if any, will be used
for the repayment of debt or retained for the operations and expansion of its
business. Accordingly, the Company does not anticipate paying any cash
dividends in the foreseeable future. The payment of dividends by the Company
is restricted under the terms of the indenture governing the Company's Senior
Exchange Notes. See "Management's Discussion and Analysis of Financial
Position and Results of Operations."
Item 6. Selected Consolidated Financial Data.
The following selected financial data of the Company is qualified by
reference to and should be read in conjunction with "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and notes thereto included elsewhere
herein. The selected consolidated statement of operations and balance sheet
24
26
data are derived from the Company's consolidated financial statements which
are included elsewhere herein.
Years Ended February 28/29,
2004 2003 2002 2001 2000
------ ------ ------ ------ ------
(in thousands, except share data)
Consolidated Statement of Operations Data:
Total operating revenues (1).............. $119,296 $123,721 $129,184 $152,098 $188,516
Operating income (loss)
before (gain)/loss on disposal
of property and equipment.............. $ 5,731 $ 4,316 $ 3,400 $ (2,891) $ 7,623
Gain/(loss) on disposal of property
and equipment (2)...................... $ (117) $ (117) $ 771 $ 33,985 $ (99)
Income (loss) from
continuing operations................... $ (342) $ (6,215) $(12,888) $ 15,191 $(11,473)
Loss from discontinued operations (3)..... $ (2,393) $ (2,864) $ (7,860) $(15,397) $ (1,900)
Net loss.................................. $ (2,735) $ (9,079) $(20,748) $ (206) $(13,373)
Basic and dilutive income (loss) per share
from continuing operations............... $ (0.07) $ (1.23) $ (2.56) $ 3.02 $ (2.28)
Basic and dilutive loss per share
from discontinued operations............. $ (0.47) $ (0.57) $ (1.56) $ (3.06) $ (0.38)
-------- -------- -------- -------- --------
Basic and diluted net loss per share...... $ (0.54) $ (1.80) $ (4.12) $ (0.04) $ (2.66)
======== ======== ======== ======== ========
Consolidated Balance Sheet Data:
Total assets.............................. $116,818 $120,834 $120,450 $135,744 $172,744
Current liabilities....................... 14,097 58,429 145,237 141,657 27,109
Long-term debt............................ 45,429 -- -- -- 139,379
Minority interest (4)..................... 17,653 679 15,102 13,874 13,220
Liabilities subject to compromise (5)..... 107,657 111,340 646 -- --
Stockholders' deficit..................... (52,439) (49,614) (40,535) (19,787) (6,208)
(1) Accounting guidance issued in and effective for fiscal year 2001 (EITF
00-22) requires that the cost of the cash-back component of the Company's
players' programs be treated as a reduction of revenue. Further guidance
(EITF 00-25), which the Company elected during fiscal 2001, requires
that coupons which are redeemed for tokens be similarly classified as a
reduction of revenue. This guidance impacts only the income statement
classification of these costs. The prior years' results have been
restated to reflect the impact of implementing this guidance.
(2) On October 10, 2000, the assets of the Company's Davenport hotel and
casino operations were sold. A gain of $34,465 was recognized on
the transaction. On July 17, 2001, the assets of Gateway Riverboat
Cruises, the Company's non-gaming cruise operations in St. Louis were
sold. A gain of $778 was recognized on the transaction.
(3) The Company sold one of two vessels accounted for in its leasing segment
during May 2003 and the second vessel was foreclosed on by the lender
which held a Preferred First Fleet Mortgage collateralizing debt owed
to the lender during April 2004. With the disposal of both vessels,
representing all of the operating assets of the segment, the segment is
accounted for as discontinued operations in accordance with Financial
25
27
Accounting Standards Board SFAS No. 144 "Accounting for the Impairment
and Disposal of Long-Lived Assets."
Management's evaluation of the net realizable value of its assets, based
on their intended future use and current market conditions, resulted in
impairments of long-lived assets of $288, $1,167, $7,068 and $12,709,
respectively, during fiscal years 2004, 2003, 2002 and 2001, on two
casino vessels held for sale. The assets are accounted for in the
Company's discontinued operations.
(4) As of February 28, 2003, $15,669 of minority interest related to
J. Edward Connelly Associates, Inc.'s Class B Unit of PBLLC was
classified as liabilities subject to comprise.
(5) PBLLC did not pay the $30,000 note and the associated $7,000 loan fee
due July 22, 2000 related to the Broadwater Property. PBLLC is the
owner of the marina in which the Company operates its Biloxi casino
operations barge. On April 19, 2001, PBLLC filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Mississippi.
On June 20, 2002, President Casinos, Inc. together with its subsidiary,
President Riverboat Casino-Missouri, Inc. filed voluntary petitions for
reorganization under Chapter 11 of Title 11, United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of Mississippi (the "Mississippi Bankruptcy Court").
Subsequently, on July 9, 2002, President Casinos, Inc.'s subsidiary The
President Riverboat Casino-Mississippi, Inc. filed a voluntary
reorganization petition in the same Court. On July 11, 2002,
substantially all of President Casinos, Inc.'s other operating
subsidiaries filed voluntary reorganization petitions under Chapter 11
in the same Mississippi Bankruptcy Court. Subsequently, orders were
entered by the Mississippi Bankruptcy Court transferring venue of all
of the bankruptcy cases, except President Riverboat Casino-New York,
Inc. and President Broadwater Hotel, LLC, to the United States
Bankruptcy Court for the Eastern District of Missouri where they are
now pending and being administered. On May 28, 2003, President
Broadwater Hotel, LLC's Debtor's Modified Plan of Reorganization was
confirmed by the Mississippi Bankruptcy Court and the Company initiated
consummation of the Modified Plan. In October 2003, the bankruptcy case
of President Riverboat Casino-New York, Inc. was dismissed. See Item 1.
"Substantial Indebtedness; Bankruptcy Proceedings."
Gaming operations commenced in Davenport, Iowa on April 1, 1991, in Biloxi,
Mississippi on August 13, 1992 and in St. Louis, Missouri on May 27, 1994.
Hotel operations commenced in Davenport, Iowa on October 30, 1990 and in
Biloxi, Mississippi on July 27, 1997. The assets of the Davenport operations
were sold on October 10, 2000. The assets of Gateway Riverboat Cruises, the
Company's non-gaming cruise operations in St. Louis, were sold on July 17,
2001.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion, which covers fiscal years 2002 through 2004,
should be read in conjunction with the consolidated financial statements of
the Company and the notes thereto included elsewhere in this report.
President Casinos, Inc., President Riverboat Casino-Missouri, Inc., The
26
28
President Riverboat Casino-Mississippi, Inc., Broadwater Hotel, Inc., PRC
Management, Inc., PRC Holdings Corporation, TCG/Blackhawk, Inc. and Vegas
Vegas, Inc. have each filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code. See "Note 1. Bankruptcy Proceedings" of
the Notes to Condensed Consolidated Financial Statements included in Part IV
of this report.
As a result of the Company's relatively high degree of leverage and the need
for significant capital expenditures at its St. Louis property, the Company
was unable to pay the regularly scheduled interest payments of $6.4 million
that were each due and payable March 15 and September 15, 2000. Under the
indentures pursuant to which the $75.0 million 13.0% Senior Exchange Notes
(the "Senior Exchange Notes") and the $25.0 million 12% Secured Notes (the
"Secured Notes" and collectively with the Senior Exchange Notes, the "Notes")
were issued, an Event of Default occurred on April 15, 2000, and is continuing
as of the date hereof. Additionally, the Company was unable to pay the $25.0
million principal payment due September 15, 2000 on the Senior Exchange Notes.
The holders of at least 25% of the Senior Exchange Notes and the Secured Notes
were notified of the defaults and instructed the Indenture Trustee to
accelerate the Notes and on August 11, 2000, the holders declared the unpaid
principal and interest to be due and payable.
On October 10, 2000, the Company sold the assets of its Davenport, Iowa
operations for aggregate consideration of $58.2 million in cash. On November
22, 2000, the Company entered into an agreement with a majority of the holders
of the Senior Exchange Notes and a majority of the holders of the Secured
Notes. The agreement provided for a proposed restructuring of the Company's
debt obligations under the Notes and the application of certain of the
proceeds received by the Company from the sale of the Company's Davenport
assets. Approximately $43.0 million of the proceeds from the sale were
deposited with a trustee. Of this amount, $12.8 million was used to pay
missed interest payments due March 15, 2000 and September 15, 2000 on the
Notes; $25.0 million was used to partially redeem the Notes; and $5.2 million
was used to pay interest due March 15, 2001 on the Notes.
Subsequently, the Company was unable to make the principal and interest
payments due September 15, 2001 and has not made any subsequent principal or
interest payments on the Notes. As of February 29, 2004, principal due on the
Senior and Secured Notes was $56.2 million and $18.8 million, respectively.
Due to certain debt covenants and cross default provisions associated with
other debt agreements, the Company is also currently in default under its $2.1
million M/V "President Casino-Mississippi" note. See Liquidity and Capital
Resources.
On May 2, 2003, the Company consummated the sale of the M/V "Surfside
Princess" under the terms of a Section 363 sale of the Bankruptcy Code for
$1.5 million. Liens on the vessel were transferred to the proceeds from the
sale, which were distributed after the settlement of certain litigation.
Pursuant to the Term Sheet provisions and the agreement of the Company, the
Committee and the Bondholders, on September 25, 2003, the Company entered into
an agreement with Isle of Capri Casinos, Inc. to sell the assets of its St.
Louis operations for approximately $50.0 million. The agreement was
terminated by mutual consent on May 4, 2004.
27
29
The Company has entered into a contract to sell to an unrelated party the
Broadwater Property golf course. The golf course purchase price is $13.1
million before closing adjustments. The prospective purchaser has applied for
re-zoning of the property and been rejected. It is pursuing an appeal in
court. The contract was amended to make the obtaining of re-zoning a
precondition to closing and extending the closing period for a six-month
period from November 1, 2003 through April 30, 2004 for an option fee of
$25,000 for each month the contract is extended. The agreement was further
amended extending the closing period from May 1, 2004 through August 31, 2004
for an option fee of $25,000 for each month the contract is extended.
Additionally, this amendment increases the sale price by $50,000 for each of
the first two months of the extension period and $75,000 for each of the last
two months of the extension period. It is not possible to predict whether re-
zoning will be obtained. It is anticipated that the net proceeds from the
sale of the golf course will be used to partially pay down the principal on
the Indebtedness of PBLLC.
On March 16, 2004, the Company sold the 179-room Broadwater Tower Hotel for
$6.5 million to Ocean Beach Club at Biloxi, LLC. The Company's other hotel,
the 333-room President Broadwater Resort, was not included in this
transaction. The net proceeds of the transaction were used to reduce the debt
of the Company's subsidiary, PBLLC. In connection with the transaction the
Company also entered into an initial seven-month lease with the new owners
whereby the Company will continue to operate the Broadwater Tower Hotel with
options for additional extensions.
Management believes the Company's liquidity and capital resources will be
sufficient to maintain its normal operations at current levels and does not
anticipate any adverse impact on its operations, customers or employees during
the ongoing bankruptcy proceedings. However, costs previously incurred and
which will be incurred in the future in connection with restructuring the
Company's debt obligations and the bankruptcy proceedings have been and will
continue to be substantial and, in any event, there can be no assurance that
the Company will be able to restructure successfully its indebtedness or that
its liquidity and capital resources will be sufficient to maintain its normal
operations during the restructuring period.
The Company's ability to continue as a going concern is dependent on its
ability to restructure successfully, including refinancing its debts, and the
ability of the Company to generate sufficient cash to fund future operations.
There can be no assurance in this regard.
Overview
The Company's operating results are affected by a number of factors,
including competitive pressures, changes in regulations governing the
Company's activities, the results of pursuing various development
opportunities and general weather conditions. Consequently, the Company's
operating results may fluctuate from period to period and the results for any
period may not be indicative of results for future periods. The Company's
operations are not significantly affected by seasonality.
--Competition
Intensified competition for patrons continues to occur at both of the
Company's properties.
28
30
Since gaming began in Biloxi in August 1992, there has been steadily
increasing competition along the Mississippi Gulf Coast, in nearby New Orleans
and elsewhere in Louisiana and Mississippi. Several large hotel/casino
complexes have been built with the largest single resort in the area opening
in March 1999. There are currently twelve casinos operating on the
Mississippi Gulf Coast. A thirteenth casino and hotel complex is expected to
open in late Summer 2005 on the Gulf Coast and an additional casino operator
has obtained necessary licenses and approval to open an additional casino
facility, although an opening date has not been announced. See "Potential
Growth Opportunities" regarding a master plan for a destination resort the
Company is developing in Biloxi, Mississippi.
Competition is intense in the St. Louis market area. There are presently
four other casino companies operating five casinos in the market area. Many
of these competitors have significantly greater name recognition and financial
and marketing resources than the Company. Two of these are Illinois casino
companies operating single casino vessels on the Mississippi River, one across
the Mississippi River from the "Admiral" and the second 20 miles upriver.
There are two Missouri casino companies, each of which operates casino vessels
approximately 20 miles west of St. Louis on the Missouri River. One company
operates two casinos in Maryland Heights, Missouri and the other company
operates one casino in the City of St. Charles, Missouri. The operator of the
St. Charles casino replaced its facility and reopened with nearly double its
prior gaming positions in August 2002.
Applications were submitted to the Missouri Gaming Commission for approval
of potential new licenses at four different locations within the St. Louis
Metropolitan area along the Mississippi River, three of which were within 20
miles of the "Admiral." In July 2000, the Gaming Commission announced its
decision to award an additional license to the applicant proposing a site at
the greatest distance from the "Admiral" of the proposed locations. The
Commission's decision was challenged by one of the applicants whose proposal
was not selected and by other entities. In September 2001, the applicant
selected by the Gaming Commission announced it would not proceed with the
development of the project.
Subsequently, the Gaming Commission announced that it will consider
licensing additional casinos in the St. Louis market. In September 2003, the
City of St. Louis and St. Louis County, which are separate political and
geographic subdivisions, announced that they were both issuing Requests for
Proposals for a new casino in each jurisdiction.
A project proposed by Pinnacle Entertainment, Inc. was selected and approved
by the City of St. Louis as its recommendation before the Missouri Gaming
Commission. Its proposal includes a casino two blocks from the Admiral. St.
Louis County has chosen a separate Pinnacle Entertainment project in Lemay,
Missouri. Various other gaming companies have filed proposals. The Missouri
Gaming Commission is expected to narrow the field in July 2004. The final
decision on whether to issue one or more licenses is up to the Missouri Gaming
Commission. In addition, each company proceeding with its proposal is subject
to approval by the Missouri Gaming Commission. Each of the proposals
submitted requires significant construction of new infrastructure for the
casino and entertainment complexes. Were there to be a new casino or casinos
in metropolitan St. Louis, there would be a material adverse effect on the
Company's St. Louis operations.
29
31
--Regulatory Matters
Missouri regulations limit the loss per "simulated" cruise per passenger by
limiting the amount of chips or tokens a guest may purchase during each two-
hour gaming session to five hundred dollars (the "loss limit"). The company
that operates adjacent casinos is able to offer guests who reach the two-hour
loss limit the ability to move to the adjacent casino and continue to play.
The lack of a statutory loss limit on Illinois casinos allows them to attract
higher stake players. Additionally, their guests are not burdened with the
administrative requirements related to the loss limits, which includes the
presentation of government issued identification. Any easing of the loss
limits in Missouri would be expected to have a positive impact on the
Company's St. Louis operations.
--Weather Conditions
The Company's operating results are susceptible to the effects of floods,
hurricanes and adverse weather conditions. Historically, the Company has
temporarily suspended operations on various occasions as a result of such
adversities. Under less severe conditions, high river levels in St. Louis
cause reduced parking and a general public perception of diminished access to
the casino resulting in decreased revenues. Management believes the move of
the "Admiral" diminished the negative effects of high water on operations.
However, on May 13, 2002, at 4:00 a.m. the St. Louis operations were
temporarily suspended due to high water levels. The "Admiral" was reopened on
May 20, 2002 at 6:00 p.m. During the same period for the prior year, the
Company recorded $1.4 million in St. Louis gaming revenue.
On September 25, 2002, all Mississippi Gulf Coast casinos, including the
Company's Biloxi casino, were temporarily closed at 10:00 a.m. by the
Mississippi Gaming Commission in anticipation of Tropical Storm Isidore. The
Company's Biloxi casino reopened on September 27, 2002 at 5:00 a.m. On
October 2, 2002, all Mississippi Gulf Coast casinos, including the Company's
Biloxi casino, were temporarily closed at 10:00 p.m. by the Mississippi Gaming
Commission in anticipation of Hurricane Lili. The Company's Biloxi casino
reopened on October 3, 2002 at 3:00 p.m. The Company's Biloxi hotel
operations remained open during both periods.
--Potential Opportunities
Biloxi, Mississippi
President Broadwater Hotel, LLC ("PBLLC") owns approximately 260 acres which
includes two hotels, a 111-slip marina and an adjacent 18-hole golf course
(collectively, the "Broadwater Property"). One of the two hotels was sold
subsequent to year end. The marina is the site of the Company's casino
operations in Biloxi and was formerly leased by the Company under a long-term
lease agreement.
The Company has developed a master plan for the Broadwater Property.
Management believes that this site is ideal for the development of
"Destination Broadwater," a full-scale luxury destination resort offering an
array of entertainment attractions in addition to gaming. The plans for the
resort feature a village which will include a cluster of casinos, hotels,
restaurants, theaters and other entertainment attractions.
30
32
In January 1999, the Company received a permit from the Mississippi
Department of Marine Resources (the "DMR") for development of the full-scale
destination resort. This is the first of three permit approvals required of
the Joint Permit Application submitted in August 1998 to the DMR, the U.S.
Army Corps of Engineers (the "Corps") and the Mississippi Department of
Environment Quality. The two remaining permit approvals are still pending and
awaiting the completion of the Final Environmental Impact Statement ("EIS").
The Draft EIS has been completed, notice of which was posted in the Federal
Register in June 2000 for public comment. The current permit application to
the Corps was cancelled on June 10, 2002 pending re-submission of a revised
project design that reflects the changes resulting from the Company's work
with the Corps. The cancellation is an administrative measure which will
allow the Corps to remove the application from the Corps' pending action list,
and should not affect future evaluation of the permit request. The Company
anticipates submitting a revised plan. At that time, a new application number
will be assigned, and the evaluation of the permit request will resume.
In connection with the Company's proposed Destination Broadwater development
plan, to date, the Company has not identified any specific financing
alternatives or sources as the necessary regulatory approvals have not been
obtained. There can be no assurance that the Company will be able to obtain
the regulatory approvals or the requisite financing. Should the Company fail
to raise the required capital, such failure would materially and adversely
impact the Company's business plan.
The Company has entered into a contract to sell to an unrelated party the
Broadwater Property golf course. The golf course purchase price is $13.1
million before closing adjustments. The prospective purchaser has applied for
re-zoning of the property and been rejected. It is pursuing an appeal in
court. The contract has been amended to make the obtaining of re-zoning a
precondition to closing and to extend the closing period for a six-month
period from November 1, 2003 through April 30, 2004 for an option fee of
$25,000 for each month the contract is extended. The agreement was further
amended extending the closing period from May 1, 2004 through August 31, 2004
for an option fee of $25,000 for each month the contract is extended.
Additionally, this amendment increases the sale price by $50,000 for each of
the first two months of the extension period and $75,000 for each of the last
two months of the extension period. It is not possible to predict whether re-
zoning will be obtained. It is anticipated that the net proceeds from the
sale of the golf course will be used to partially pay down the principal on
the Indebtedness of PBLLC.
Results of Operations
The results of operations for the years ended February 29,2004 and February
28, 2003 and 2002 include the gaming results for the Company's operations in
St. Louis, Missouri and Biloxi, Mississippi and, of much lesser significance,
the hotel operations in Biloxi (the Broadwater Property) and the non-gaming
cruise operations in St. Louis (Gateway Riverboat Cruises) through the date of
sale. The assets of Gateway Riverboat Cruises ("Gateway") were sold July 17,
2001.
31
33
The following table highlights the results of the Company's operations
during the periods presented.
Twelve Months Ended February 29/28,
2004 2003 2002
------ ------ ------
(in millions)
St. Louis, Missouri Operations
Operating revenues $ 70.8 $ 73.9 $ 79.1
Operating income 5.6 4.9 6.1
Biloxi, Mississippi Operations
Operating revenues 48.5 49.8 50.1
Operating income 3.0 2.9 1.9
Corporate Administration
and Development
Operating loss (2.9) (3.5) (4.6)
St. Louis operating margin 7.9% 6.6% 7.7%
Biloxi operating margin 6.2% 5.8% 3.8%
The following table highlights cash flows of the Company's operations.
Twelve Months Ended February 29/28,
2004 2003 2002
------ ------ ------
(in millions)
Cash flows provided by
operating activities $ 6.2 $ 10.1 $ 3.8
Cash flows provided by (used in)
investing activities 0.9 (4.0) 0.5
Cash flows used in
financing activities (3.6) (0.1) (2.7)
Cash paid for interest 3.0 0.1 6.4
Fiscal 2004 Compared to Fiscal 2003
Operating revenues. The Company generated consolidated operating revenues
of $119.3 million during fiscal 2004 compared to $123.7 million during fiscal
2003, a decrease of $4.4 million, or 3.6%. The St. Louis operations
experienced a decrease in revenue of $3.1 million and the Biloxi operations
experienced a decrease in revenue of $1.3 million.
Gaming revenues in the Company's St. Louis operations decreased $1.9
million, or 2.5%, during fiscal 2004, compared to fiscal 2003. The St. Louis
market share decreased to approximately 8.6% during fiscal 2004 from
approximately 9.2% in fiscal 2003. Management believes this decrease is
primarily attributable to increased competition resulting from expansion by a
competitor in the St. Louis market. Gaming revenues at the Company's Biloxi
operations decreased $1.8 million, or 3.7%, during 2004 compared to prior
year, primarily as a result of individual guests spending less per visit.
The Company's revenues from food and beverage were $13.4 million during
32
34
fiscal 2004, compared to $13.3 million during fiscal 2003, an increase of $0.1
million. St. Louis food and beverage revenue decreased $0.4 million due to a
decrease in patron volume and a change in the direct mail program which
resulted in a decrease in buffet complimentaries. Biloxi food and beverage
revenue increased $0.5 million as a result of price adjustments and an
increase in volume.
The Company's revenues from hotel, retail and other were $11.4 million
during fiscal 2004, compared to $10.4 million during fiscal 2003, an increase
of $1.0 million. The increase was primarily attributable to a $0.3 million
increase in hotel revenue in Biloxi as a result of an increase in
complimentary hotel rooms offered by the casino.
Promotional allowances were $24.9 million during fiscal 2004 compared to
$23.1 million during fiscal 2003, an increase of $1.8 million, or 7.8%.
Promotional allowances in St. Louis increased $0.8 million and promotional
allowances in Biloxi increased $1.0 million during fiscal 2004. St. Louis
contributed to the $0.8 million increase in promotional allowances primarily
as the result of changes made in the types of promotional items offered to
guests. The $1.0 million increase in Biloxi is the result of an increase in
room promotions in response to the competitive environment.
Operating costs and expenses. The Company's consolidated gaming costs and
expenses were $66.4 million during fiscal 2004, compared to $70.4 million
during fiscal 2003, a decrease $4.0 million, or 5.7%. The decrease in gaming
costs was primarily attributable to a $3.2 million decrease in gaming costs in
St. Louis as a result of a (i) $0.7 million decrease in gaming and admissions
taxes which was attributable to decreased gaming revenues, (ii) $1.5 million
decrease in payroll and benefit costs (iii) $0.5 million decrease in expense
related to leased machines and $0.3 million decrease in repairs and
maintenance and costs associated with high water. Gaming costs decreased $0.8
million in Biloxi primarily as a result of a $0.7 million decrease in payroll
and payroll benefit costs and $0.3 million decrease in gaming taxes offset by
an increase in complementary rooms provided to casino patrons.
The Company's costs and expenses for food and beverage were $8.1 million
during fiscal 2004, compared to $8.7 million during fiscal 2003, a decrease of
$0.6 million, or 6.9%. St. Louis and Biloxi food and beverage expense
decreased $0.5 million and $0.1 million, respectively, primarily as a result
of a decreases in payroll and payroll benefits.
The Company's costs and expenses for hotel, retail and other were $2.8
million during fiscal 2004, compared to $3.6 million during fiscal 2003, a
decrease of $0.8 million, or 22.2%. The decrease is primarily due to $0.5
million decrease in St. Louis as a result of downsizing the gift shop in
December 2002 and bringing valet service in-house in June 2003. In Biloxi the
decrease is primarily attributable to a decrease in payroll and payroll
benefits.
The Company's consolidated selling, general and administrative expenses were
$28.3 million during both fiscal years 2004 and 2003. The Company's St. Louis
casino operations experienced an increase of $0.3 million in selling, general
and administrative expense primarily due to an increase in payroll and related
costs due to an elimination of an accrual during fiscal year 2003 related to
an employee incentive program. Biloxi selling, general and administrative
expense decreased $0.1 million primarily as a result of a reduction of
property taxes. Corporate overhead decreased $0.3 million primarily as the
result of a severance agreement with a former executive accrued during fiscal
33
35
year 2003 of $0.3 million.
Depreciation expense was $8.1 million during fiscal 2004 compared to $8.3
million during fiscal 2003, an increase of $0.2 million, or 2.4%.
The Company incurred no development costs during fiscal 2004, compared to
$0.1 million during fiscal 2003. The costs were incurred for the Destination
Broadwater project.
Operating income. As a result of the foregoing items, the Company had
operating income of $5.7 million during fiscal 2004, compared to operating
income of $4.3 million during fiscal 2003.
Interest expense, net. The Company incurred net interest expense of $3.6
million during fiscal 2004, compared to $7.8 million during fiscal 2003, a
decrease of $4.2 million. The decrease is the result of $3.3 million decrease
in interest expense resulting from June 20, 2002 voluntary petition under
Chapter 11 of the Bankruptcy Code, whereby the noteholders of the Senior
Exchange Notes and the Secured Notes were deemed by management to be under-
secured and as a result, interest ceased to accrue as of the date thereof.
Reorganization items. The Company incurred reorganization items of $1.4
million during the year ended February 29, 2004, compared to $1.5 million
during the year ended February 28, 2003. On April 19, 2001, PBLLC filed a
voluntary bankruptcy petition for bankruptcy and began incurring costs
associated with its reorganization. On June 20, 2002, the Company's parent
company and President Missouri filed voluntary petitions and in July 2002,
substantially all of the Company's other operating subsidiaries filed
voluntary petitions. On May 28, 2003, PBLLC emerged from bankruptcy. The
decrease in reorganization costs as a result of the emergence of PBLLC from
bankruptcy were offset by the costs associated with the process of selling
other assets of the Company. Costs associated with the reorganizations
consist of professional fees and U.S. Bankruptcy Trustee fees.
Gain/loss on disposal of property and equipment. The Company recorded a
loss of $0.1 million during both years ended February 29, 2004 and February
28, 2003, primarily as a result of the sale of certain gaming equipment to
upgrade the gaming devices offered to guests in St. Louis.
Minority interest expense. The Company incurred $1.3 million in minority
interest expense during both fiscal years 2004 and 2003. During both periods
the minority interest relates to Mr. Connelly's Class B Unit of the Broadwater
Property.
Net loss from continuing operations. As a result of foregoing items, the
Company incurred a net loss from continuing operations of $0.3 during fiscal
year 2004 compared to a net loss from continuing operations of $6.2 million
during fiscal year 2003.
Discontinued operations. Discontinued operations consists of the Company's
former vessel leasing segment, operated by President Riverboat Casino-New
York, Inc., a wholly-owned subsidiary of the Company. Of the two vessels
owned by this segment, the "Surfside Princess" was sold in May 2003. The
second vessel, M/V "President Casino-Mississippi," was the original vessel
utilized at its Biloxi casino operations and subsequently utilized as an
auxiliary vessel in other Company operations after it was replaced in Biloxi
by the current larger barge facility. See "Liquidity and Capital Resources"
regarding disposition of the vessel.
34
36
The Company incurred a net loss from discontinued operations of $2.4 million
during the fiscal year ended February 29, 2004, compared to a net loss from
discontinued operations of $2.9 million during the fiscal year ended February
28, 2003. On October 17, 2003, the Mississippi Bankruptcy Court issued an
order dismissing President Riverboat Casino-New York, Inc.'s Chapter 11
bankruptcy case. As a result of the segment no longer operating under the
protection of Chapter 11, during the Company accrued certain contractual
obligations under the terms of the debt agreement collateralized by the M/V
"President Casino-Mississippi." Such amounts consist of $0.7 million of
default interest arising since the inception of the bankruptcy filing, $0.5
million in contractual legal fees and $0.1 million in penalties.
Additionally, the Company recognized a $0.3 million valuation allowance on the
vessel. The Company anticipates the discontinued operations to incur $0.1
million in default interest on the debt in future quarters. During fiscal
year 2003, expenses incurred for the discontinued operations consisted
primarily of the costs associated with maintaining the two vessels and legal
fees associated with litigation involving the "Surfside Princess."
Net loss. The Company incurred a net loss of $2.7 million during fiscal
2004, compared to a net loss of $9.1 million during fiscal 2003.
Fiscal 2003 Compared to Fiscal 2002
Operating revenues. The Company generated consolidated operating revenues
of $123.7 million during fiscal 2003 compared to $129.2 million during fiscal
2002, a decrease of $5.5 million. The St. Louis operations experienced a
decrease in revenue of $5.2 million and the Biloxi operations experienced a
decrease in revenue of $0.3 million. Excluding the Gateway operations, St.
Louis revenues decreased $4.5 million.
Gaming revenues in the Company's St. Louis operations decreased $3.6
million, or 4.6%, during fiscal 2003, compared to fiscal 2002. The St. Louis
market share decreased to approximately 9.2% during fiscal 2003 from
approximately 10.1% in fiscal 2002. Management believes this decrease is
primarily attributable to increased competition resulting from expansion by a
competitor in the St. Louis market, high water on the Mississippi River that
caused the casino to be closed for a week, and customer apprehension following
the Company's reorganization filing. Gaming revenues at the Company's Biloxi
operations increased $0.5 million, or 1.0%, during 2003 compared to prior
year, primarily as a result of increased volume.
The Company's revenues from food and beverage were $13.3 million during
fiscal 2003, compared to $14.4 million during fiscal 2002, a decrease of $1.1
million. Excluding the Gateway operations, revenues from food and beverage
decreased $0.8 million, or 5.6%, during fiscal year 2003. The decrease was
primarily the result of a decrease in St. Louis revenue due to a decrease in
patron volume, a change in the direct mail program which results in a decrease
in food and beverage promotional revenue and the buffet closing one week as a
result of high water and 11 days for remodeling.
The Company's revenues from hotel, retail and other were $10.4 million
during fiscal 2003, compared to $11.0 million during fiscal 2002, a decrease
of $0.6 million. Excluding the Gateway operations, revenues from hotel,
retail and other decreased $0.3 million, or 2.6% during fiscal year 2003. St.
Louis retail and other revenue decreased $0.3 million primarily as a result of
decrease volume.
Promotional allowances were $23.1 million during fiscal 2003 compared to
$22.6 million during fiscal 2002, an increase of $0.5 million, or 2.2%.
35
37
Promotional allowances in St. Louis decreased $0.3 million and promotional
allowances in Biloxi increased $0.8 million during fiscal 2003. The decrease
in St. Louis is primarily the result of changes made in the direct mail
program. The increase in Biloxi is the result of an increase in room
promotions and food and beverage complementaries in response to the
competitive environment.
Operating costs and expenses. The Company's consolidated gaming costs and
expenses were $70.4 million during fiscal 2003, compared to $72.8 million
during fiscal 2002, a decrease $2.4 million, or 3.3%. The decrease in gaming
costs was primarily attributable to a $2.1 million decrease in gaming costs in
St. Louis as a result of a (i) $1.7 million decrease in gaming and admissions
taxes which was attributable to decreased gaming revenues, (ii) $0.3 million
decrease in payroll and benefit costs, and (iii) $0.6 million decrease in the
cost of complimentaries offset by an increase slot machine lease expense and
an increase in repairs and maintenance. Gaming costs decreased $0.3 million
in Biloxi primarily as a result of a decrease in payroll and payroll benefit
costs offset by an increase in rooms provided to casino patrons and an
increase in player development events.
The Company's costs and expenses for food and beverage were $8.7 million
during fiscal 2003, compared to $9.6 million during fiscal 2002, a decrease of
$0.9 million. Excluding the Gateway operations, food and beverage expenses
decreased $0.7 million, or 7.3%, during fiscal year 2003. Decreases at both
casino properties are primarily due to more efficient purchasing and reduced
volume.
The Company's costs and expenses for hotel, retail and other were $3.6
million during fiscal 2003, compared to $4.3 million during fiscal 2002, a
decrease of $0.7 million. Excluding the Gateway operations, expenses from
hotel, retail and other decreased $0.5 million, or 11.6%, during fiscal year
2003. The decrease is primarily due to the St. Louis operations (i) a
decrease in parking related expenses of $0.3 million as a result of the new
guest parking lot and changes made in the valet parking and (ii) changes in
product mix and subsequent downsizing of the gift shop in December 2002.
The Company's consolidated selling, general and administrative expenses were
$28.3 million during fiscal 2003, compared to $30.2 million during fiscal
2002, a decrease of $1.9 million. Excluding the Gateway operations, selling,
general and administrative expenses decreased $1.7 million, or 5.6%. The St
Louis casino operations experienced a decrease in selling, general and
administrative costs of $1.2 million primarily due to (i) a reduction of
payroll and payroll benefits of $0.6 million, (ii) a decrease in professional
fees of $0.3 million, and (iii) a decrease in repairs and maintenance of $0.1
million resulting from the retirement and replacement of older busses. Biloxi
combined operations experienced an increase of $0.1 million primarily as a
result of increased bus subsidy in response to the competitive environment.
Corporate expenses decreased primarily as a result of a reduction in legal
fees charged to selling, general and administration expense associated with
the negotiations with the Company's Noteholders. Since the filing of the
bankruptcy petitions in fiscal 2003, professional fees associated with the
Bankruptcy are charged to reorganization expense. Excluding the Gateway
operations, as a percentage of consolidated revenues, selling, general and
administrative expenses decreased to 22.8% during fiscal 2003, from 23.4%
during fiscal 2002.
Depreciation expense was $8.3 million during fiscal 2003 compared to $8.4
36
38
million during fiscal 2002, an increase of $0.1 million, or 1.2%.
The Company incurred development costs of $0.1 million during fiscal 2003,
compared to $0.4 million during fiscal 2002. During both fiscal years, the
costs were incurred for the Destination Broadwater project.
Operating income. As a result of the foregoing items, the Company had
operating income of $4.3 million during fiscal 2003, compared to operating
income of $3.4 million during fiscal 2002.
Interest expense, net. The Company incurred net interest expense of $7.6
million during fiscal 2003, compared to $14.4 million during fiscal 2002, a
decrease of $6.8 million. The decrease is the result of $6.8 million decrease
in interest expense resulting from June 20, 2002 voluntary petition under
Chapter 11 of the Bankruptcy Code, whereby the noteholders of the Senior
Exchange Notes and the Secured Notes were deemed by management to be under-
secured and as a result, interest ceased to accrue as of the date thereof.
Reorganization items. The Company incurred reorganization items of $1.5
million during the year ended February 28, 2003, compared to $1.4 million
during the year ended February 28, 2002. On April 19, 2001, PBLLC filed a
voluntary bankruptcy petition for bankruptcy and began incurring costs
associated with its reorganization. On June 20, 2002, the Company's parent
company and PRC-Missouri filed voluntary petitions and in July 2002,
substantially all of the Company's other operating subsidiaries filed
voluntary petitions. Costs associated with the reorganizations consist of
professional fees and U.S. Bankruptcy Trustee fees.
Gain/loss on disposal of property and equipment. The Company recorded a
loss of $0.1 million during the year ended February 28, 2003, primarily as a
result of the sale of certain gaming equipment in St. Louis. As previously
discussed, during fiscal 2002, the Company sold the assets of its St. Louis-
based non-gaming cruise riverboats and recognized a gain of $0.8 million.
Minority interest expense. The Company incurred $1.3 million in minority
interest expense during fiscal 2003, compared to $1.2 million during fiscal
2002. During both periods the minority interest relates to Mr. Connelly's
Class B Unit of the Broadwater Property.
Loss from continuing operations. As a result of the foregoing items, the
Company incurred a net loss for continuing operations of $6.2 million during
fiscal year 2003, compared to a net loss from continuing operations of $12.9
million during fiscal year 2002.
Discontinued operations. Discontinued operations consists of the Company's
former vessel leasing segment, operated by President Riverboat Casino-New
York, Inc., a wholly-owned subsidiary of the Company. During fiscal years
2003 and 2002, management's ongoing evaluation of the net realizable value of
its assets, based on their intended future use and current market conditions,
resulted in the recognition of an impairments of long-lived assets of $1.2
million and $7.1 million, respectively, on two casino vessels not used in the
Company's gaming operations and accounted for in the Company's leasing
segment. The $1.2 million impairment recorded in February 2003, was the
result of an auction held on the "Surfside Princess" under the terms of
Section 363 of the United States Bankruptcy Code. The net book value of the
vessel was written down to the winning bid of $1.5 million.
Additionally, there was $0.5 million of interest income during fiscal year
2002 which resulted from the installment sale agreement on the "Surfside
37
39
Princess," with no comparable income during fiscal year 2003.
Net loss. As a result of the foregoing items, the Company incurred a net
loss of $9.1 million during fiscal 2003, compared to a net loss of $20.7
million during fiscal 2002.
Liquidity and Capital Resources
The Company meets its working capital requirements from a combination of
internally generated sources including cash from operations and the sale or
charter of assets no longer utilized in the Company's casino operations.
As discussed above, the Company and its subsidiaries, with the exception of
PBLLC and President Riverboat Casino-New York, Inc., are operating their
businesses as debtors-in-possession under Chapter 11 of the Bankruptcy Code.
In addition to the cash requirements necessary to fund ongoing operations, the
Company anticipates that it will incur significant professional fees and other
restructuring costs in connection with the reorganization. As a result of the
uncertainty surrounding the Company's current circumstances, it is difficult
to predict the Company's actual liquidity needs and sources at this time.
However, based upon current and anticipated levels of operations, during the
pendency of the bankruptcy, management believes that its liquidity and capital
resources will be sufficient to maintain its normal operations at current
levels. Costs previously incurred and to be incurred in the future in
connection with the reorganization have been and will continue to be
substantial and, in any event, there can be no assurance that the Company will
be able to reorganize its indebtedness or that its liquidity and capital
resources will be sufficient to maintain its normal operations during the
reorganization period. The Company's access to additional financing is, and
for the foreseeable future will likely continue to be, very limited.
Additionally, any significant interruption or decrease in the revenues derived
by the Company from its operations would have a material adverse effect on the
Company's liquidity and the ability to maintain the Company's operations as
presently conducted.
As a result of the Company's high degree of leverage and the need for
significant capital expenditures at its St. Louis property, the Company was
unable to make the regularly scheduled interest payments of $6.4 million that
were each due and payable March 15 and September 15, 2000. Under the
Indentures pursuant to which the Senior Exchange Notes and Secured Notes were
issued, an Event of Default occurred on April 15, 2000, and is continuing as
of the date hereof. Additionally the Company did not make the $25.0 million
principal payment due September 15, 2000 on the Senior Exchange Notes. The
holders of at least 25% of the Senior Exchange Notes and Secured Notes were
notified and instructed the Indenture Trustee to accelerate the Senior
Exchange Notes and Secured Notes and on August 11, 2000, the holders declared
the unpaid principal and interest to be due and payable. As of February 29,
2004, principal due on the Senior and Secured Notes was $56.2 million and
$18.8 million, respectively.
The Company requires approximately $6.5 million of cash to fund daily
operations. As of February 29, 2004 and April 30, 2004, the Company had $16.3
million and $14.6 million of non-restricted cash in excess of the $6.5
million. The Company is heavily dependant on cash generated from operations
to continue to operate as planned in its existing jurisdictions and to make
capital expenditures. Management believes that its existing available cash
and cash equivalents and its anticipated cash generated from operations will
be sufficient to fund its ongoing operating properties. The debt obligations
of the debtors-in-possession are currently stayed by the bankruptcy
38
40
proceedings. To the extent cash generated from operations is less than
anticipated, the Company may be required to curtail certain planned
expenditures or seek other sources of financing.
The Company had $2.3 million in restricted cash as of February 29, 2004
related to the Broadwater Property. Prior to the filing for reorganization
under Chapter 11, PBLLC deposited revenues into lockboxes that were controlled
by its lender. Expenditures from the lockboxes were limited to the operating
expenses, capital improvements and debt service of the Broadwater Property as
defined by its loan agreement. The lender continues to control the capital
improvements lockbox. PBLLC currently operates under a cash collateral
stipulation and agreement, which allows PBLLC to use its cash collateral for
normal operations in accordance with certain terms as defined by the cash
collateral agreement. Revenues of PBLLC include the operations of the hotels
(one of which was subsequently sold) and golf course and $3.1 million annually
of proceeds from rental of the Biloxi casino's mooring site.
The Company had $0.4 million in restricted short-term investments as of
February 29, 2004, consisting of a certificate of deposit guaranteeing a
certain performance obligation required by the Mississippi Gaming Commission.
The Company generated $6.2 million of cash from operating activities during
fiscal year 2004, compared to generating $8.2 million during fiscal 2003.
The Company used $0.9 million of cash in investing activities during fiscal
year 2004. The Company expended $2.5 million on property and equipment, of
which approximately $1.9 million related the St. Louis operations and $0.6
million was spent in Biloxi.
The Company used $3.6 million of cash financing activities during fiscal
year 2004 as a result of refinancing the PBLLC debt.
In conjunction with the purchase of the Broadwater Property, PBLLC borrowed
the sum of $30.0 million from a third party lender, evidenced by a non-
recourse promissory note (the "Indebtedness"). PBLLC was obligated under the
Indebtedness to make monthly payments of interest accruing under the
Indebtedness, and was obligated to repay the Indebtedness in full on July 22,
2000. In addition, PBLLC was obligated to pay to the lender a loan fee in the
amount of $7.0 million which was fully earned and non-refundable when the
Indebtedness became due. PBLLC continued to make the monthly interest
payments accruing on the $30.0 million principal through April 19, 2001, when
the Company announced that PBLLC had filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Mississippi.
On October 16, 2001, PBLLC filed its plan of reorganization which would
permit PBLLC to restructure its debt obligations in a manner which was
designed to permit it to continue as a going concern. Subsequently, on
February 28, 2003, PBLLC filed Modifications to Debtor's Plan of
Reorganization (together with the reorganization plan, the "Modified Plan").
On May 14, 2003, the Mississippi Bankruptcy Court entered the confirmation
order confirming the Modified Plan. The Modified Plan became effective on May
28, 2003 and the Company consummated the Modified Plan at that time. The
Modified Plan provided for the unsecured creditors of PBLLC to receive 100% of
their claims. Under the Modified Plan, the obligations to Lehman were
modified with respect to the debt amount, the interest rate and the due date.
An agreement has been entered into among the Company, President Mississippi;
Vegas Vegas, Inc. ("Vegas Vegas"); PBLLC; JECA, the owner of the Class B Unit
39
41
in PBLLC; John S. Aylsworth, President, Chief Operating Officer and Director
of the Company; Terrence L. Wirginis, Vice Chairman of the Board, Vice
President of Marine and Development and Director of the Company; and
SunAmerica, Inc. and McKay Shields LLC (collectively, representing the
Noteholders). It provides that various assets owned by President Mississippi,
Vegas Vegas and PBLLC (the "Assets") will be marketed for sale, such sale to
be subject to the Noteholders, who have security interests in the Assets,
approval.
Vegas Vegas owns the assets related to the Company's proposed development of
Destination Broadwater. See "Potential Opportunities." To the extent that
the sale includes the Vegas Vegas assets, the buyers shall allocate the amount
of purchase price attributable to the Vegas Vegas assets. The first $3.3
million of funds allocated to the Vegas Vegas assets shall be paid into the
Vegas Vegas bankruptcy estate and shall not be subject to the distribution
priorities provided in the agreement.
In the event of a sale of all or substantially all of the Assets, the
proceeds (gross proceeds less typical closing adjustments including brokerage
commission) from the sale, other than the amount to be paid to Vegas Vegas,
shall be allocated as follows:
(i) the first dollars shall be paid to Lehman, the secured lender to
PBLLC, to satisfy in full the indebtedness due to it;
(ii) the next $10.0 million shall be allocated equally between JECA and the
Noteholders on a dollar for dollar basis. If President Mississippi
assets are sold separately and the proceeds are paid to the
Noteholders, then such dollars shall be a credit on the amount payable
to Noteholders under this provision;
(iii) the next $8.0 million shall be paid to Noteholders;
(iv) the next $26.0 million (twice the remaining amount owing to JECA after
payment of the $5.0 million above) shall be split on a dollar for
dollar basis between the Noteholders and JECA;
(v) the next dollars shall be paid to the Noteholders until their debt is
satisfied in full;
(vi) the remaining dollars shall be paid to President Mississippi.
JECA has entered into an agreement with Messrs. Aylsworth, Wirginis and
Ralph J. Vaclavik, the Chief Financial Officer of the Company, pursuant to
which upon receipt of funds by JECA, JECA will use its best efforts to pay a
percentage of such funds to Messrs. Aylsworth, Wirginis and Vaclavik based on
the total sales proceeds to JECA.
The process and time for the sale of assets shall be reflected in documents
and pleadings to be drafted and may include a sale pursuant to Section 363 of
the Bankruptcy Code and/or the confirmation of a Plan of Reorganization for
President Mississippi and/or Broadwater Hotel, Inc. and/or the Company. The
agreement binds only the parties thereto and establishes priorities between or
among the parties to the agreement and third parties and shall not be binding
on any holder of claims or interests against anyone that is not a party to the
agreement. The term of the agreement is from March 1, 2004 to March 1, 2005.
This agreement becomes effective upon its approval by the Missouri Bankruptcy
Court, provided, however that the marketing of the assets for sale commenced
immediately upon its execution.
Subsequently, the Missouri Bankruptcy Court entered an order approving the
agreement but indicating expressly that nothing therein affected the rights of
Lehman. Thereafter, an Examiner appointed at the request of the Noteholders
filed a motion to set aside the Court's order. That motion is currently set
for hearing on July 19, 2004.
40
42
In March 2004, the Missouri Bankruptcy Court appointed an Examiner for the
purpose of investigating and issuing a report concerning whether any
prohibited direct or indirect transfers have been made from the Company or its
subsidiaries that may be avoided or which were otherwise improper or
actionable under the Bankruptcy Code or other applicable law. The examination
concerned the purchase of the Broadwater Property from an entity owned by Mr.
Connelly, Chairman and Chief Executive of the Company, the financing of the
project, the process of the purchase and the operation of the complementary
rooms program, among other items. The Examiner's report was issued on May 28,
2004 and contains various findings and recommendations to be considered by the
various parties in interest. The Noteholders and other creditors now have a
report for their use. No prediction is possible as to what, if any, action
they may take.
The Company defaulted under the terms of its $2.1 million M/V "President
Casino-Mississippi" note. The M/V "President Casino-Mississippi" is the
vessel previously operated as a casino in Biloxi, Mississippi and Davenport,
Iowa. The vessel and various equipment aboard the M/V "President
Casino-Mississippi" collateralize a term note payable which was also
personally guaranteed by John E. Connelly, Chairman and Chief Executive
Officer of the Company. The Company continued to make the quarterly principal
and interest payments on the note prior to the Company's bankruptcy filing.
Under the terms of the note agreement, $2.1 million principal became due and
payable in August 2002 together with interest and costs (the "Note"). In
November 2002, the lender brought an action against Mr. Connelly for breach of
contract under his personal guarantee. In December 2003, Mr. Connelly
satisfied his personal guarantee paying the lender $1.2 million. In January
2003, the Mississippi Bankruptcy Court granted a motion to relieve the lender
from the automatic stay in order to enforce its rights under the Preferred
Fleet Ship Mortgage, including but not limited to the right of the lender to
seize and sell the vessel. In May 2003, the lender filed a motion with the
United States District Court for the Southern District of Illinois for an
order directing the Clerk of Court to issue a warrant for the arrest of the
M/V "President Casino-Mississippi" pursuant to rules of admiralty and maritime
claims. On May 20, 2003, the Court executed the warrant, which allowed the
vessel to be seized and sold. On April 7, 2004, the vessel was auctioned and
the lender offered the highest bid of $0.5 million.
Because the Note was also guaranteed by the Company and President
Mississippi, the payment of the personal guarantee triggered a right of
contribution to Mr. Connelly from both the Company and the President
Mississippi. In addition, Mr. Connelly became subrogated to the lender's
right under the Note to collect the payment by him from the Company's
subsidiary that issued the Note. The Note remains outstanding but has been
credited with the payment by Mr. Connelly and will be credited by the value
realized on foreclosure. Thus, while the parties responsible for payment have
shifted, a portion of Mr. Connelly's guarantee has been paid, and the
collateral has been used to satisfy a portion of the Note, the obligation
remains outstanding. It is not possible at this time to determine the amounts
that may be owed by whom or to whom with respect to the above described person
and entities.
In addition, as a part of the settlement agreement with the lender, Mr.
Connelly was assigned a one-half interest in certain claims filed by the
lender in the Missouri Bankruptcy Court. It is not possible to predict
whether these claims will be successful or the amount, if any, that will be
paid with respect to these claims.
In connection with the Company's proposed "Destination Broadwater"
41
43
development plan, to date, the Company has not identified any particular
financing alternatives or sources as the necessary regulatory approvals have
not been obtained. There can be no assurance that the Company will be able to
obtain the regulatory approvals or the requisite financing. Should the
Company fail to raise the required capital, such failure would materially and
adversely impact the Company's business plan.
Critical Accounting Policies
--Significant Accounting Policies and Estimates
The Company prepares the consolidated financial statements in conformity
with accounting principles generally accepted in the United States. Certain
of the Company's accounting policies, including the determination of bad debt
reserves, the estimated useful lives assigned to property, plant and
equipment, asset impairment, insurance reserves and player point liability
require that management apply significant judgment in defining the appropriate
assumptions for calculating financial estimates. By their nature, these
judgments are subject to an inherent degree of uncertainty. Management's
judgments are based on historical experience, terms of existing contracts,
observance of trends in the gaming industry and information available from
other outside sources. There can be no assurance that actual results will not
differ from the Company's estimates. To provide an understanding of the
methodology applied, significant accounting policies and basis of presentation
are discussed where appropriate in this discussion and analysis and in the
notes of the consolidated financial statements.
The carrying values of the Company's assets are reviewed when events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Asset impairment is determined to exist if estimated future
cash flows, undiscounted and without interest charges, are less than the
carrying amount. If it is determined that an impairment loss has occurred,
then an impairment loss is recognized in the statement of operations. The
resulting impairment loss is measured as the amount by which the carrying
amount of the asset exceeds its fair value, estimated using quoted market
prices, if available, or other acceptable valuation methodologies, including
discounted cash flows or comparable sales.
Recently Issued Accounting Standards
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS No. 150"). This statement established standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. SFAS No. 150, as issued, was effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise was effective after June 15, 2003. As a result of SFAS No. 150,
minority interest related to certain non-controlling interest in PBLLC is
included in liabilities. On November 7, 2003, the FASB issued Staff Position
150-3, which deferred indefinitely the measurement provisions of SFAS No. 150.
The Company cannot predict and, accordingly, is not able to determine the
ultimate impact on the Company's consolidated financial statements, if any, of
future FASB action regarding SFAS No. 150.
42
44
Forward Looking Statements
This Annual Report on Form 10-K and certain information provided
periodically in writing and orally by the Company's designated officers and
agents contain certain statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended and Section 21E of the Securities Exchange Act of 1934, as amended.
The terms "Company," "we," "our" and "us" refer to President Casinos, Inc.
The words "expect," "believe," "goal," "plan," "intend," "estimate," and
similar expressions and variations thereof are intended to specifically
identify forward-looking statements. Those statements appear in this Annual
Report on Form 10-K and the documents incorporated herein by reference,
particularly "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with
respect to, among other things: (i) our financial prospects; (ii) our
financing plans and our ability to meet our obligations under our debt
obligations and obtain satisfactory operating and working capital; (iii) our
operating and restructuring strategy; and (iv) the effect of competition and
regulatory developments on our current and expected future revenues. You are
cautioned that any such forward looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ materially from those projected in the forward looking
statements as a result of various factors. The factors that might cause such
differences include, among others, the following: (i) continuation of future
operating and net losses by the Company; (ii) the inability of the Company to
restructure its debt obligations and facilitate its and its subsidiaries
successful emergence from bankruptcy; (iii) the inability of the Company to
obtain sufficient cash from its operations and other resources to fund ongoing
obligations and continue as a going concern; (iv) developments or new
initiatives by our competitors in the markets in which we compete; (v) our
stock price; (vi) adverse governmental or regulatory changes or actions which
could negatively impact our operations; and (vii) other factors including
those identified in the Company's filings made from time-to-time with the
Securities and Exchange Commission. The Company undertakes no obligation to
publicly update or revise forward looking statements to reflect events or
circumstances after the date of this Annual Report on Form 10-K or to reflect
the occurrence of unanticipated events.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As of February 29, 2004, the Company had $122.5 million of debt. Of this
amount $75.0 million bears contractual interest at fixed rates and is
classified as liabilities subject to compromise and $2.1 million bears
contractual interest at a fixed rate and is classified as liabilities of
discontinued operations. The remaining $45.4 million bears contractual
interest at a variable rate. The $45.4 million Broadwater Property note bears
interest at a stipulated variable rate at the greater of (i) 7.75% or (ii)
4.0% plus the LIBOR 30-day rate. As of February 29, 2004, the interest rate
applicable to the debt a carrying variable rate was 7.75%. An increase of one
percentage point in the average interest rate applicable to the variable rate
debt outstanding as of February 29, 2004, would increase the Company's annual
interest costs by approximately $0.4 million. The Company continues to
monitor interest rate markets, but has not engaged in any hedging transactions
with respect to such risks.
43
45
Although the Company manages its short-term cash assets to maximize return
with minimal risk, the Company does not invest in market rate sensitive
instruments for trading or other purposes and the Company is not exposed to
foreign currency exchange risks or commodity price risks in its transactions.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Index to Financial Statements and Schedules on page
F-1.
Item 9. Changes in and Disagreements with Independent Registered Public
Accounting Firm on Accounting and Financial Disclosure.
Not applicable.
ITEM 9A. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the Company's
disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) of the Securities and Exchange Act of 1934. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures as of February
29, 2004 were effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission's rules and forms.
There were no changes in the Company's internal control over financial
reporting that occurred during the quarter ended February 29, 2004 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
Part III
Item 10. Directors and Executive Officers Registrant
As of the date hereof, the directors and executive officers of the Company,
together with certain information about them, are set forth below.
Name Age Director Since Positions with the Company
---- --- -------------- --------------------------
John E. Connelly 78 1992 Chairman of the Board and
Chief Executive Officer
(Class III)
John S. Aylsworth 53 1995 President, Chief Operating
Officer and Director
(Class III)
Terrence L. Wirginis 52 1993 Vice Chairman of the Board,
Vice President-Marine and
Development and Director
(Class II)
Ralph J. Vaclavik 49 -- Senior Vice President and
Chief Financial Officer
Karl G. Andren 57 1993 Director (Class I)
Royal P. Walker, Jr. 44 1996 Director (Class I)
The Company has a classified Board of Directors consisting of three classes.
44
46
At each annual meeting of stockholders, directors are elected for a term of
three years to succeed those directors whose terms are expiring. No annual
meeting of stockholders has been held since August 2001 and none is scheduled
for 2004. Each director will continue in office until his successor is duly
elected and qualified.
Mr. Connelly has served as Chairman and a director of the Company and its
predecessors since their inception. Mr. Connelly has also served as Chief
Executive Officer of the Company from its inception until March 1995 and from
July 1995 to the present. Mr. Connelly served as President of the Company
from July 1995 until July 1997. Entities controlled by Mr. Connelly have
owned and operated the Gateway Clipper Fleet in Pittsburgh from its inception
in 1958 through 1996, the Station Square Sheraton Hotel in Pittsburgh from
1981 to 1998 and the Broadwater Beach Resort from 1992 until such time as the
purchase of the property by a limited liability company in which the Company
and Mr. Connelly have interests. In 1984, Mr. Connelly founded World Yacht
Enterprises, a fleet of dinner cruise, sightseeing and excursion boats in New
York City. In 1985, he started Gateway Riverboat Cruises in St. Louis, a
predecessor to the Company. Mr. Connelly is also the founder, owner and Chief
Executive Officer of J. Edward Connelly Associates, Inc., a marketing firm
based in Pittsburgh, Pennsylvania.
Mr. Aylsworth has been President and Chief Operating Officer since July
1997, and a director of the Company since July 1995. Mr. Aylsworth served as
Executive Vice President and Chief Operating Officer of the Company from March
1995 to July 1997. Prior to joining the Company, Mr. Aylsworth served as an
executive officer for Davis Companies, located in Los Angeles, California.
From January 1992 through October 1994, Mr. Aylsworth was Chief Executive
Officer of The Sports Club Company, a company which operates premier health
and fitness facilities in Los Angeles and Irvine, California.
Mr. Wirginis has served as Vice Chairman of the Board since July 1997. Mr.
Wirginis has served as Vice President, Marine and Development since August
1995 and as a director since 1993. Prior to his employment with the Company,
Mr. Wirginis provided consulting services to the Company with respect to the
Company's marine operations and the development and improvement of the
Company's facilities. The Company has been advised that Mr. Wirginis devotes
an insubstantial amount of his time to Gateway Clipper Fleet, a company in
which he has an ownership interest. Mr. Wirginis is the grandson of Mr.
Connelly.
Mr. Vaclavik has been Senior Vice President and Chief Financial Officer of
the Company since September 2002. Mr. Vaclavik served as Vice President of
Finance of the Company since its inception in June 1992.
Mr. Andren has been Chairman of Circle-Line Sightseeing Yachts, Inc., a
subsidiary of New York Cruise Lines, Inc. ("NYCL"), which operates the leading
sightseeing cruise line in New York City, since 1981. In addition, NYCL owns
World Yacht, Inc., a fleet of luxury dinner cruise, sightseeing and excursion
boats in New York City. Mr. Andren is a principal stockholder in NYCL. Mr.
Andren is a member of the Company's Audit and Compensation Committees.
Mr. Walker became a member of the Company's Board of Directors on June 4,
1996. Mr. Walker holds a J.D. from Texas Southern University in Houston,
Texas, and since June 1, 1992 has served on the staff of The Institute for
Disability Studies at the University of Southern Mississippi. From June 1991
through May 1992 he served as the first Executive Director of the Mississippi
Gaming Commission. Mr. Walker is a member of the Company's Audit and
Compensation Committees.
45
47
The Company's board of directors has a standing Audit Committee which is
comprised of non-employee directors. Messrs. Andren and Walker comprise the
Audit Committee. The Audit Committee acts pursuant to a written charter. The
Audit Committee met four times during fiscal 2004. Each member of the
Company's Audit Committee meets the independence requirement of the Securities
Exchange Act of 1934, as amended, and is financially literate, knowledgeable
and qualified to review financial statements. The Audit Committee does not
have a financial expert designated by the board of directors. Messrs. Andren
and Walker, who are the sole independent board members, are not financial
experts by definition of Regulation S-K. Due to the bankruptcy proceedings
and financial uncertainties of the Company, it has not been possible to
recruit additional independent board members.
The Company has adopted a Code of Ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer
and controller, or persons performing similar functions. A copy of the Code
of Ethics is available from the Company at no charge.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers ("Reporting Persons") to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock of the Company. The Company has
designated an officer who is available to the Company's Reporting Persons to
assist them in filing the required reports. To the Company's knowledge, based
solely on its review of the copies of such reports furnished to the Company
and written representations that no other reports were required, during the
year ended February 29, 2004 all Section 16(a) filing requirements applicable
to the Reporting Persons were complied with.
46
48
Item 11. Executive Compensation
The following table sets forth certain information with respect to
compensation paid by the Company during the three fiscal years ended February
29, 2004 and February 28, 2003 and 2002, respectively, to each of the named
executive officers of the Company.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
-------------------- ------------
Securities All
Fiscal Underlying Other
Name and Principal Position Year Salary Bonus Options/SARs Compensation (1)
- --------------------------- ------ ------ ----- ------------ ----------------
John E. Connelly 2004 $200,000 $ -- -- $ 4,000
Chairman of the Board and 2003 200,000 -- -- 3,375
Chief Executive Officer 2002 200,000 -- -- 2,438
John S. Aylsworth 2004 $450,000 $ 67,510 -- $ 3,718
President and Chief 2003 450,000 168,751 -- 4,141
Operating Officer 2002 450,000 56,251 436,667 (2) 3,525
Terrence L. Wirginis 2004 $205,000 $ 18,449 -- $ 3,923
Vice Chairman of the 2003 205,000 76,125 -- 4,157
Board and Vice President 2002 205,000 15,376 112,000 (2) 3,438
- -Marine and Development
Ralph J. Vaclavik 2004 $180,000 $ 16,200 -- $ 3,923
Senior Vice President and 2003 180,000 40,500 -- 4,034
Chief Financial Officer 2002 180,000 13,501 31,000 (2) 3,526
___________________
(1) Consists of contributions made to the Company's 401(k) plan for the
account of the named executive.
(2) On August 28, 2001, the Company repriced certain outstanding stock
options with exercise prices ranging from $1.875 to $4.000 per share by
amending the terms of such options to provide for an exercise price of
$0.87 per share. In connection with such repricing each of Messrs.
Aylsworth, Wirginis and Vaclavik had previously granted options for all
shares indicated in the table repriced.
The following table sets forth information regarding the number and value of
options held by each of the Company's executive officers named in the Summary
Compensation Table during fiscal 2004. None of the named executive officers
exercised any stock options during fiscal 2004.
FISCAL YEAR END OPTION/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs in-the-Money Options/SARs
at Fiscal Year End (#) at Fiscal Year End ($) (1)
------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- -------------- -------------- --------------
John E. Connelly -- -- $ -- $ --
John S. Aylsworth 420,000 16,667 -- --
Terrence L. Wirginis 107,000 -- -- --
Ralph J. Vaclavik 23,500 -- -- --
47
49
(1) As of February 29, 2004, no options were in the money.
Employment Arrangements
In June 1998, the Company entered into separate Amended and Restated
Employment Agreements with each of Messrs. Connelly, Aylsworth and Wirginis.
The agreements with each of Messrs. Connelly, Aylsworth and Wirginis provide
for a term of employment through June 1, 2003. The agreements are
automatically renewable thereafter for successive two-year terms unless
terminated by either party. Each of the employment agreements is an executory
contract which has neither been accepted or rejected in the Company's
bankruptcy proceedings.
In March 2002, the Company entered into an Employment Agreement with Mr.
Vaclavik for an employment term through June 1, 2004. The agreement is
renewable thereafter for successive two-year terms unless terminated by either
party within 90 days of its expiration.
The agreements provide for minimum annual base salaries of $200,000 for Mr.
Connelly and $180,000 for Mr. Vaclavik. In March 1999, the Amended and
Restated Employment Agreements of Messrs. Aylsworth and Wirginis were further
amended by letter agreements whereby Mr. Aylsworth's minimum annual base
salary is $450,000 and Mr. Wirginis's minimum annual base salary is $205,000.
Such minimum annual base salaries are subject to increases at the discretion
of the Compensation Committee. Each such executive officer may also receive
incentive bonuses provided through any incentive compensation plan of the
Company.
Each employment agreement provides that if the Company terminates the
employment of the executive without Cause or if the executive terminates his
employment for Good Reason prior to a Change in Control of the Company, the
Company will be required to pay such executive officer severance benefits
including the continuation of the executive's then-current annual salary for a
maximum of two years (except for Mr. Vaclavik's agreement, which provides for
salary continuation for a one-year period), and the continuation of certain
employment benefits to which he otherwise would have been entitled. "Cause"
is generally defined as (i) any breach or failure to perform duties or follow
instructions of the Board of Directors, (ii) commission of fraud,
misappropriation, embezzlement or other acts of dishonesty, alcoholism, drug
addiction or dependency or conviction of a felony or gross misdemeanor if the
Board of Directors determines such conduct is materially adverse to Company,
(iii) breach of the employment agreement by the executive, or (iv) the refusal
by any gaming commission with jurisdiction over the Company's facilities to
grant a license to the executive or any suspension or revocation of a license
previously granted to the executive. "Good Reason" is generally defined as
(i) a significant and adverse change in the nature or scope of the executive's
position, authority, duties or responsibility, (ii) a failure to continue the
executive officer's then-current participation in benefits or compensation,
(iii) within a period of one year following a Change in Control (as defined),
resignation by the executive in his sole and absolute discretion, or (iv) any
material breach of the agreement by the Company.
The employment agreements additionally provide that each such executive
officer will be paid severance benefits in the event that his employment with
the Company is terminated by the Company without Cause or by the executive for
Good Reason within two years of a Change in Control of the Company. The
Change in Control provisions would require, in addition to any other benefits
to which the executive is entitled, a lump-sum cash payment in an amount equal
to 2.99 times the executive officer's average annual base compensation, as
determined pursuant to the employment agreement, for Messrs. Connelly,
Aylsworth and Wirginis and in an amount equal to 1.5 times for Mr. Vaclavik.
48
50
If payment of the foregoing amounts and any other benefits received or
receivable upon termination after a Change in Control would subject such
executive officer to the payment of a federal excise tax, the total amount
payable by the Company to such executive officer would be increased by an
amount sufficient to provide such executive officer (after satisfaction of all
excise taxes and federal income taxes attributable to such increased payment)
with a net amount equal to the amount receivable prior to the federal excise
tax and federal income tax owed by the executive officer.
Change in Control is generally defined as (i) the acquisition by any person
of beneficial ownership of 20% or more of the combined voting power of the
Company's then outstanding securities, (ii) a change in the composition of the
Company's Board of Directors such that during any two consecutive years the
incumbent directors and their nominees do not constitute a majority of the
Board, (iii) a merger or consolidation of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the holders
of the Common Stock prior to such event do not have the same proportionate
ownership of the common stock of the surviving corporation, (iv) a merger or
consolidation of the Company in which the Company is the continuing or
surviving corporation in which the holders of the Company's Common Stock
immediately prior to such event do not own 50% or more of the outstanding
stock of the surviving corporation, or (v) approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company or the sale of
substantially all of the assets of the Company. A transfer by Mr. Connelly
and certain related persons and entities which would otherwise be sufficient
to constitute a Change of Control would not constitute a Change of Control for
the purpose of triggering a payment to Mr. Connelly, but would constitute a
change in control for each of the other executives.
On April 27, 2003, the Missouri Bankruptcy Court granted a motion for
approval of a key employee retention plan for certain parent company and
Missouri operating company employees. The motion does not affect any pre-
petition employment agreements as to assumption or rejection of pre-petition
executory contracts, with the exception that any claim asserted by a key
employee on account of a pre-petition employment agreement shall be reduced
dollar for dollar by the amounts paid or payable under the retention plan.
Under the terms of the plan, Mr. Vaclavik will receive $180,000 of
compensation on the date he is discharged from employment. If at any time
prior thereto Mr. Vaclavik's salary is reduced or he is required to move his
residence from the St. Louis, Missouri metropolitan area, he will also receive
such payment.
Compensation of Directors
During fiscal 2004, directors who were not employees of the Company received
annual director's fees of $36,000. Directors who are employees of the Company
do not receive director's fees. Directors of the Company are entitled to
receive discretionary grants of stock options. No such grants were made in
fiscal 2004. In addition, under the Company's existing stock option plan,
each non-employee director elected to the Board of Directors receives a grant
of non-qualified stock options to purchase 5,000 shares of Common Stock at the
fair market value of the Company's Common Stock on the date of grant. These
stock options are exercisable immediately with respect to one-half of the
shares and become exercisable with respect to the remainder of the shares in
two equal annual installments.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of the June 1, 2004: (i) by each person known
49
51
to the Company to own beneficially more than 5% of the outstanding shares of
the Company's Common Stock; (ii) by each of the Company's directors; (iii) by
each of the executive officers of the Company listed in the Summary
Compensation Table, and (iv) by all of directors and executive officers of the
Company as a group.
Name of Beneficial Owner No. of Shares (1) % of Class (1)
------------------------ ------------------ -------------
John E. Connelly 615,235 (2) 12.2%
John S. Aylsworth 558,985 (3) 10.2%
Terrence L. Wirginis 1,250,603 (4) 24.3%
Karl G. Andren 69,500 (5) 1.4%
Royal J. Walker, Jr. 36,000 (6) *
Ralph J. Vaclavik 29,114 (7) *
All executive officers and
directors as a group (6 persons) 2,559,437 (8) 45.0%
________________________
* Less than 1%
(1) Except as otherwise noted in the footnotes to this table, to the
Company's knowledge each of the persons named in the table has sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them. The percentage calculations are
based upon 5,033,161 shares of Company Common Stock issued and
outstanding and, for each director or executive officer or the group, the
number of shares subject to options exercisable by such director or
executive or the group.
(2) Includes an aggregate of 615,235 shares owned of record by an entity
controlled by Mr. Connelly. Mr. Connelly's address is 2180 Noblestown
Road, Pittsburgh, PA 15205.
(3) Includes 436,667 shares issuable pursuant to stock options, 420,000 of
which are currently exercisable. Mr. Aylsworth's address is 802 North
First Street, St. Louis, MO 63102.
(4) Includes 107,000 shares issuable pursuant to stock options which are
currently exercisable. Mr. Wirginis's address is 350 West Station
Square Drive, Pittsburgh, PA 15219.
(5) Consists of 12,500 shares owned by New York Cruise Lines, Inc., of which
Mr. Andren is Chairman and a principal stockholder and 57,000 shares
issuable pursuant to stock options which are currently exercisable.
(6) Consists solely of shares issuable pursuant to stock options which are
currently exercisable.
(7) Includes 23,500 shares issuable pursuant to stock options which are
currently exercisable.
(8) Includes 660,167 shares issuable pursuant to stock options, 643,500
of which are currently exercisable.
50
52
The following table reflects information about the Company's equity
compensation plans as of February 29, 2004.
Number of securities
Number of securities remaining available for
to be issued upon Weighted average exercise future issuance under
exercise of price of outstanding equity compensation
Plan category outstanding options options plans
- ------------- ------------------ ------------------ ------------------
Equity compensation
plans approved by
shareholders 691,193 $ 0.87 194,225
Equity compensation
plans not approved
by shareholders -- -- --
Item 13. Certain Relationships and Related Transactions
J. Edward Connelly and Associates, Inc. ("JECA"), an entity controlled by
John E. Connelly, the Company's Chairman and Chief Executive Officer, holds a
Class B membership interest in PBLLC. Under the operating agreement of PBLLC,
such Class B interest is entitled to certain redemption rights and preferred
returns on cash flows. In April 2001, PBLLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code. As part of the plan of
reorganization filed by PBLLC in the bankruptcy proceedings, JECA will retain
its membership interest but any payments by PBLLC to JECA shall be restricted
until such time as all outstanding obligations to Lehman and other interests
receiving funds under the plan of reorganization are discharged.
The M/V "President Casino-Mississippi" and various equipment aboard the M/V
"President Casino-Mississippi" collateralize a term note payable which was
also personally guaranteed by Mr. Connelly and his affiliates. Under the
terms of the note agreement, $2.1 million principal became due and payable in
August 2002 together with interest and costs (the "Note"). The highest
aggregate sum guaranteed on the Note in fiscal 2004 was $3.2 million. In
November 2002, the lender brought an action against Mr. Connelly for breach of
contract under his personal guarantee. In December 2003, Mr. Connelly
satisfied his personal guarantee paying the lender $1.2 million. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Liquidity and Capital Resources."
An agreement has been entered into among the Company, President Mississippi;
Vegas Vegas, Inc. ("Vegas Vegas"); PBLLC; JECA; John S. Aylsworth, President,
Chief Operating Officer and Director of the Company; Terrence L. Wirginis,
Vice Chairman of the Board, Vice President of Marine and Development and
Director of the Company; and SunAmerica, Inc. and McKay Shields LLC
(collectively, representing the Noteholders). It provides that various assets
owned by President Mississippi, Vegas Vegas and PBLLC (the "Assets") will be
marketed for sale, such sale to be subject to the approval of the Noteholders,
who have security interests in the Assets. The term sheet sets forth the
manner in which the proceeds from the sale will be distributed. The terms
call for certain distributions be made to JECA related to its Class B Unit in
PBLLC. JECA has entered into an agreement with Messrs. Aylsworth, Wirginis
and Ralph J. Vaclavik, the Chief Financial Officer of the Company, pursuant to
which upon receipt of funds by JECA, JECA will use its best efforts to pay a
51
53
percentage of such funds to Messrs. Aylsworth, Wirginis and Vaclavik based on
the total sales proceeds to JECA. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations. Liquidity and
Capital Resources."
PART IV
Item 14. Principal Accountant Fees and Services
The Audit Committee has appointed Deloitte & Touche LLP to serve as the
Company's independent registered public accounting firm for 2004 and 2003.
The following table presents fees for professional audit services rendered
by Deloitte & Touche LLP for the audit of our the Company's financial
statements, and fees billed for other services rendered by Deloitte & Touche
LLP for the fiscal years shown.
Year Ended February 29/28,
2004 2003
------ ------
Audit Fees (1)...................... $ 187 $ 193
Audit-Related Fees (2).............. 56 86
Tax Fees (3)........................ 15 19
--------- --------
Total $ 258 $ 298
========= ========
(1) Audit Fees consist of fees rendered for professional services rendered
for the audit of our financial statements included in our Forms 10-K and
10-Q's during the 2004 and 2003 fiscal years and services that are normally
provided by Deloitte & Touche LLP in connection with statutory and regulatory
filings or engagement.
(2) Audit Related Fees consist of fees rendered for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial statements and are not reported under "Audit Fees." This
category includes fees related primarily to compliance audits required by the
Missouri and Mississippi Gaming Commissions.
(3) Tax Fees consist of fees rendered for professional services rendered for
tax compliance, tax advice and tax planning. These services include
assistance regarding federal and state tax compliance, tax planning,
divestiture and reorganization.
The Audit Committee has established a policy requiring the approval of all
audit engagement fees and terms and the pre-approval of all non-audit services
provided to the Company by Deloitte & Touche LLP. The policy prohibits the
Audit Committee from delegating to management the committee's responsibility
to pre-approve permitted services of the independent registered public
accounting firm.
During 2004, the Audit Committee pre-approved non-audit services related to
tax compliance and gaming compliance. The Audit Committee pre-approved 100%
of the fees for services covered under the captions "Audit Related Fees" and
"Tax Fees," for fiscal years 2004 and 2003.
Prior to retaining Deloitte & Touche LLP to provide any non-audit services,
the Audit Committee considered whether Deloitte & Touche LLP's provision of
52
54
all these services was compatible with maintaining the independence of
Deloitte & Touche LLP and determined that the provision of these services
would not interfere with Deloitte & Touche LLP's independence.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements.
See the Index to Financial Statements and Schedules on page F-1.
2. Financial Statement Schedules.
See the Index to Financial Statements and Schedules on page F-1.
3. Exhibits.
See Exhibit Index on page F-54.
(b) Reports on Form 8-K.
On December 30, 2003, the Company filed a Current Report on Form
8-K dated December 2, 2002, reporting under Item 2 that President
Casino, Inc. and certain subsidiaries filed with the United States
Bankruptcy Court for the Eastern District of Missouri an amended
motion for orders (a) authorizing sale of assets free and clear of
all liens, claims and encumbrances, subject to higher and better
offers, (b) approving the assumption and assignment of certain
executory contracts and unexpired leases, (c) establishing sale
and bidding procedures, and (d) approving breakup compensation and
expense reimbursement.
The assets to be sold were those comprising the company's gaming
operations in St. Louis, Missouri. The closing was contingent
upon the selection of a subsidiary of Isle of Capri Casinos, Inc.
as the winner of certain requests for a proposal issued by the
City of St. Louis and the County of St. Louis (or the waiver
thereof), which would afford the winning party the rights to
develop and operate a casino and gaming facilities in the City and
Counties of St. Louis as well as the approval of the Missouri
Gaming Commission.
53 55
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
I. PRESIDENT CASINOS, INC. (Debtors-in-Possession)
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm...........F-2
Consolidated Balance Sheets as of February 29, 2004 and
February 28, 2003...............................................F-3
Consolidated Statements of Operations for the Years
Ended February 29, 2004 and February 28, 2003 and 2002..........F-4
Consolidated Statements of Stockholders' Equity (Deficit)for the
Years Ended February 29, 2004 and February 28, 2003 and 2002....F-5
Consolidated Statements of Cash Flows for the Years
Ended February 29, 2004 and February 28, 2003 and 2002..........F-6
Notes to Consolidated Financial Statements........................F-7
Financial Statement Schedule:
Schedule II--Valuation and Qualifying Accounts...................F-44
All other schedules are omitted as the required information is
inapplicable or is presented in the Company's Consolidated
Financial Statements or Notes thereto.
II. THE CONNELLY GROUP, L.P.
Financial Statements:
Report of Independent Registered Public Accounting Firm..........F-45
Balance Sheets as of February 29, 2004 and February 28, 2002.....F-46
Statements of Operations for the Years
Ended February 29, 2004 and February 28, 2003 and 2002.........F-47
Statements of Partners' Preferred Redeemable Capital and
General Capital for the Years Ended February 29, 2004 and
February 28, 2003 and 2002.....................................F-48
Statements of Cash Flows for the Years Ended
February 29, 2004 and February 28, 2003 and 2002...............F-49
Notes to Financial Statements....................................F-50
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts..................F-52
All other schedules are omitted as the required information is
inapplicable or is presented in the Company's Financial Statements
or Notes thereto.
F-1
56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members of the Board of Directors of
President Casinos, Inc.:
We have audited the accompanying balance sheets of President Casinos, Inc.
(debtors-in-possession), (the "Company") as of February 29, 2004 and February
28, 2003, and the related statements of operations, stockholder's deficit, and
cash flows for each of the three years in the period ended February 29, 2004.
Our audits also include the financial statement schedule listed in the Index
at Item 15(a)2. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of February 29, 2004 and
February 28, 2003, and the results of its operations and its cash flows for
each of the three years in the period ended February 29, 2004 in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
As discussed in Note 1, the Company has filed for reorganization under Chapter
11 of the United States Bankruptcy Code. The accompanying financial
statements do not purport to reflect or provide for the consequences of the
bankruptcy proceedings. In particular, such financial statements do not
purport to show (a) as to assets, their realizable value on a liquidation
basis or their availability to satisfy liabilities; (b) as to pre-petition
liabilities, the amounts that may be allocated for claims or contingencies, or
the status and priority thereof; (c) as to shareholder accounts, the effect of
any changes that may be made in the capitalization of the Company; or (d) as
to operations, the effect of any changes that may be made in the business.
The accompanying financial statements have been prepared assuming that the
Company, will continue as a going concern. As discussed in Notes 1 and 2, the
Company has suffered recurring losses from operations, generated negative cash
flows from operations and has a net stockholder's deficit. Management's plans
in regard to these matters are also described in Notes 1 and 2. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
May 21, 2004
F-2
57
PRESIDENT CASINOS, INC.
(DEBTORS-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
February 29/28,
2004 2003
-------- --------
ASSETS
Current Assets:
Cash and cash equivalents............................................. $ 22,762 $ 16,120
Restricted cash and cash equivalents.................................. 2,322 5,304
Restricted short-term investments..................................... 350 712
Receivables, net of allowance for doubtful accounts of $119 and $189.. 666 659
Inventories........................................................... 940 1,202
Prepaid expenses and other current assets............................. 3,413 2,758
--------- ---------
Total current assets.............................................. 30,453 26,755
Property and Equipment, net............................................. 85,965 91,730
Assets of Discontinued Operations....................................... 400 2,349
--------- ---------
$116,818 $120,834
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities Not Subject to Compromise:
Accounts payable...................................................... $ 1,327 $ 1,340
Accrued payroll and benefits.......................................... 4,425 3,866
Accrued interest...................................................... 269 9,818
Accrued loan fee...................................................... -- 7,000
Other accrued liabilities............................................. 4,430 6,100
Liabilities of discontinued operations................................ 3,646 305
Current maturities of long-term debt.................................. -- 30,000
--------- ---------
Total current liabilities......................................... 14,097 58,429
Long-Term Debt.......................................................... 45,429 --
Minority Interest....................................................... 17,653 --
--------- ---------
Total liabilities not subject to compromise....................... 77,179 58,429
Liabilities Subject to Compromise....................................... 91,988 111,340
--------- ---------
Total liabilities.............................................. 169,167 169,769
--------- ---------
Commitments and Contingent Liabilities.................................. -- --
Minority Interest....................................................... -- 679
Stockholders' Deficit:
Preferred Stock, $.01 par value per share; 150,000 shares
authorized; none issued and outstanding............................. -- --
Common Stock, $.06 par value per share; 14,000,000 shares
authorized; 5,033,161 shares issued and outstanding................. 302 302
Additional paid-in capital............................................ 101,729 101,729
Accumulated deficit................................................... (154,380) (151,645)
--------- ---------
Total stockholders' deficit....................................... (52,349) (49,614)
--------- ---------
$116,818 $120,834
========= =========
See Notes to Consolidated Financial Statements.
F-3
58
PRESIDENT CASINOS, INC.
(DEBTORS-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
OPERATING REVENUES:
Gaming..................................... $119,460 $123,177 $126,269
Food and beverage.......................... 13,375 13,278 14,426
Hotel...................................... 7,181 6,134 5,502
Retail and other........................... 4,186 4,224 5,539
Less promotional allowances................ (24,906) (23,092) (22,552)
--------- --------- ---------
Total operating revenues................. 119,296 123,721 129,184
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Gaming and gaming cruise................... 66,372 70,409 72,812
Food and beverage.......................... 8,082 8,690 9,645
Hotel...................................... 1,005 1,250 1,351
Retail and other........................... 1,803 2,335 2,944
Selling, general and administrative........ 28,251 28,269 30,203
Depreciation and amortization.............. 8,052 8,340 8,413
Development................................ -- 112 416
--------- --------- ---------
Total operating costs and expenses....... 113,565 119,405 125,784
--------- --------- ---------
OPERATING INCOME........................... 5,731 4,316 3,400
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest expense (contractual interest of
$18,691 and $15,499 for the years ended
February 29/28, 2004 and 2003).......... (3,638) (7,800) (14,768)
Interest income............................ 130 190 381
Reorganization items, net.................. (1,442) (1,485) (1,444)
Gain (loss) on sale of
property and equipment.................. (117) (117) 771
Other income............................... 300 -- --
--------- --------- ---------
Total other income (expense), net.......... (4,767) (9,212) (15,060)
--------- --------- ---------
INCOME (LOSS) BEFORE MINORITY INTEREST
AND DISCONTINUED OPERATIONS............... 964 (4,896) (11,660)
Minority interest.......................... 1,306 1,319 1,228
--------- --------- ---------
LOSS FROM CONTINUING OPERATIONS............ (342) (6,215) (12,888)
--------- --------- ---------
Loss from discontinued operations.......... (2,393) (2,864) (7,860)
--------- --------- ---------
NET LOSS................................... $ (2,735) $ (9,079) $(20,748)
========= ========= =========
Basic and diluted net loss per share
from continuing operations.............. $ (0.07) $ (1.23) $ (2.56)
Basic and diluted net loss per share
from discontinued operations............ (0.47) (0.57) (1.56)
-------- -------- --------
Basic and diluted net loss per share....... $ (0.54) $ (1.80) $ (4.12)
======== ======== ========
Weighted average common and dilutive
potential common shares outstanding....... 5,033 5,033 5,033
======= ======= =======
See Notes to Consolidated Financial Statements.
F-4
59
PRESIDENT CASINOS, INC.
(DEBTORS-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
Additional
Common Paid-In Accumulated
Stock Capital Deficit Total
----- ------- -------- -----
Years Ended February 28, 2002 and
2003 and February 29, 2004:
Balance as of March 1, 2001....... $ 302 $ 101,729 $(121,818) $ (19,787)
Net loss.......................... -- -- (20,748) (20,748)
---------- ---------- ---------- ----------
Balance as of February 28, 2002... 302 101,729 (142,566) (40,535)
Net loss.......................... -- -- (9,079) (9,079)
---------- ---------- ---------- ----------
Balance as of February 28, 2003... 302 101,729 (151,645) (49,614)
Net loss.......................... -- -- (2,735) (2,735)
---------- ---------- ---------- ----------
Balance as of February 29, 2004... $ 302 $ 101,729 $(154,380) $ (52,349)
========== ========== ========== ==========
See Notes to Consolidated Financial Statements.
F-5
60
PRESIDENT CASINOS, INC.
(DEBTORS-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
Cash flows from operating activities:
Net loss............................................ $ (2,735) $ (9,079) $(20,748)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization................... 8,052 8,340 8,413
(Gain) loss on disposal of assets............... 117 117 (771)
Amortization of deferred financing
costs and discount............................ -- -- 281
Amortization of lease option.................... -- -- 253
Minority interest............................... 1,306 1,319 1,228
Reorganization items, net....................... 1,442 1,485 1,444
Net change in working capital accounts.......... (2,015) 5,987 6,680
--------- --------- ---------
Net cash provided by (used in)
operating activities........................ 6,167 8,169 (3,220)
--------- --------- ---------
Cash flows from investing activities:
Expenditures for property and equipment........... (2,464) (5,592) (4,482)
Proceeds from the sale of property
and equipment.................................. 60 12 1,710
Changes in restricted cash........................ 2,982 1,638 (2,538)
Purchase of short-term investments................ -- (12) (250)
Maturity of short-term investments................ 322 75 5,413
--------- --------- ---------
Net cash provided by (used in)
investing activities....................... 900 (3,879) (147)
--------- --------- ---------
Cash flows from financing activities:
Payments on notes payable......................... (3,551) (5) (2,263)
Payments on capital lease obligations............. -- -- (1)
Payment of minority interest...................... (2) (73) --
--------- --------- ---------
Net cash used in financing activities......... (3,553) (78) (2,264)
--------- --------- ---------
Net cash provided by discontinued operations........ 3,128 1,799 7,182
Net increase in cash and cash equivalents........... 6,642 6,011 1,551
Cash and cash equivalents at beginning of year...... 16,120 10,109 8,558
--------- --------- ---------
Cash and cash equivalents at end of year............ $ 22,762 $ 16,120 $ 10,109
========= ========= =========
See Notes to Consolidated Financial Statements.
F-6
61
PRESIDENT CASINOS, INC.
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share data and unless otherwise stated)
1. BANKRUPTCY PROCEEDINGS
As used herein, the term "Company" refers to President Casinos, Inc., its
wholly-owned subsidiaries, a 95%-owned limited partnership and a limited
liability company in which a wholly-owned subsidiary of President Casinos,
Inc. owns a Class A ownership interest and in which an entity wholly-owned by
the Chairman of President Casinos, Inc. owns a Class B unit and has a
preferred right to certain cash flows. As described below, President Casinos,
Inc. and certain of its subsidiaries are currently in bankruptcy proceedings
and certain of their assets are being realized upon by its creditors. At this
time it is not possible to predict accurately what, if any, value will remain
after the Company's creditors have realized upon the Company assets.
On June 20, 2002, President Casinos, Inc. together with its subsidiary,
President Riverboat Casino-Missouri, Inc. ("President Missouri"), which owns
and operates the St. Louis operations, filed voluntary petitions for
reorganization under Chapter 11 of Title 11, United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Mississippi (the "Mississippi Bankruptcy Court"). Subsequently,
on July 9, 2002, President Casinos, Inc.'s subsidiary The President Riverboat
Casino-Mississippi, Inc. ("President Mississippi") filed a voluntary
reorganization petition in the same Court. On July 11, 2002, substantially
all of President Casinos, Inc.'s other operating subsidiaries filed voluntary
reorganization petitions under Chapter 11 in the same Mississippi Bankruptcy
Court. Subsequently, orders were entered by the Mississippi Bankruptcy Court
transferring venue of all of the bankruptcy cases, except President Riverboat
Casino-New York, Inc. and President Broadwater Hotel, LLC, to the United
States Bankruptcy Court for the Eastern District of Missouri (the "Missouri
Bankruptcy Court," and together with the Mississippi Bankruptcy Court, the
"Bankruptcy Courts,") where they are now pending and being administered. The
Company and its operating subsidiaries in the Missouri Bankruptcy Court cases
each continue in possession and use of their assets as debtors-in-possession
and have had their cases administratively consolidated under the President
Casinos, Inc. case.
Prior to any of the cases being transferred to the Missouri Bankruptcy
Court, the Mississippi Bankruptcy Court established "bar dates," all of which
have expired, by which all claimants were required to submit and characterize
claims against the Company. As part of the Company's Chapter 11
reorganization process, the Company has attempted to notify all known or
potential creditors of the filings for the purpose of identifying all pre-
petition claims. In the Company's Chapter 11 cases, substantially all of the
Company's liabilities as of the filing date are subject to adjustment under a
plan of reorganization. Generally, actions to enforce or otherwise effect
repayment of all pre-petition liabilities as well as all pending litigation
against the Company are stayed while the Company continues its business
operations as debtors-in-possession. Schedules have been filed by the Company
with the Bankruptcy Courts setting forth the assets and liabilities of the
debtors as of the filing dates as reflected in the Company's accounting
records. Differences between amounts reflected in such schedules and claims
filed by creditors will be investigated and amicably resolved or adjudicated
F-7
62
before the Bankruptcy Courts. The ultimate amount and settlement terms for
such liabilities are subject to a plan of reorganization, and accordingly, are
not presently determinable. Under the Bankruptcy Code, the Company may elect
to assume or reject real estate leases, employment contracts, personal
property leases, service contracts and other executory pre-petition contracts
and unexpired leases, subject to Bankruptcy Court review. The Company cannot
presently determine or reasonably estimate the ultimate liability that may
result from rejecting leases or from filing of claims for any rejected
contracts, and no provisions have been made for these items.
The consummation of a plan or plans of reorganization (a "Plan") is the
principal objective of the Company's Chapter 11 filings. A Plan would, among
other things, set forth the means for satisfying claims against and interests
in the Company, including setting forth the potential distributions on account
of such claims and interests, if any. Pursuant to the Bankruptcy Code, the
Company had the exclusive right for 120 days from the filing date to file a
Plan, and for 180 days from the filing date to solicit and receive the votes
necessary to confirm a Plan. The Company was unable to have a plan confirmed
prior to the expiration of these exclusivity periods, and the Missouri
Bankruptcy Court denied the Company's motion to extend further the exclusivity
period. Accordingly, in addition to the Company, any party-in-interest,
including a creditor, an equity holder, a committee of creditors or equity
holders, or an indenture trustee, may file its own Plan for the Company.
Confirmation of a Plan is subject to certain statutory findings by the
Bankruptcy Court. Subject to certain exceptions as set forth in the
Bankruptcy Code, confirmation of a Plan requires, among other things, a vote
on the Plan by certain classes of creditors and equity holders whose rights or
interests are impaired under the Plan. If any impaired class of creditors or
equity holders does not vote to accept the Plan, but all of the other
requirements of the Bankruptcy Code are met, the proponent of the Plan may
seek confirmation of the Plan pursuant to the "cram down" provisions of the
Bankruptcy Code. Under these provisions, the Bankruptcy Court may still
confirm a Plan notwithstanding the non-acceptance of the Plan by an impaired
class, if, among other things, no claim or interest receives or retains any
property under the Plan until each holder of a claim senior to such claim or
interest has been paid in full. There can be no assurance that a Plan will be
confirmed by the Bankruptcy Court, or that any such Plan will be consummated.
It is not possible to predict the length of time the Company will operate
under the protection of Chapter 11 and the supervision of the Bankruptcy
Court, the outcome of the bankruptcy proceedings in general, or the effect of
the proceedings on the business of the Company or on the interest of the
various creditors and stakeholders. Since the filing date, the Company has
operated in the ordinary course of business. During the pendency of the
Chapter 11 filings, the Company may, with Bankruptcy Court approval, sell
assets and settle liabilities, including for amounts other than those
reflected in the financial statements. The administrative and reorganization
expenses resulting from the Chapter 11 filings will unfavorably affect the
Company's results of operations. In addition, under the priority scheme
established by the Bankruptcy Code, most, if not all, post-petition
liabilities must be satisfied before most other creditors or interest holders,
including stockholders, can receive any distribution on account of such claim
or interest.
F-8
63
--St. Louis Casino Operations
On May 15, 2003, the Missouri Bankruptcy Court issued an order approving a
joint motion filed by the Company, the unsecured creditors' committee (the
"Committee") and certain bondholders of the Company (the "Bondholders") with
respect to a timetable and process for the Company's reorganization
proceedings. The joint motion sought entry of an order approving a timetable
and process set forth in a Term Sheet, dated March 25, 2003 (the "Term
Sheet"), with respect to either (i) the refinancing of the Company by July 18,
2003, or (ii) a sale of the assets related to the Company's St. Louis gaming
operations. In addition, the Court approved motions by the Company to approve
the appointment of Libra Securities LLC to serve as the Company's investment
banker in connection with any sale of the St. Louis operations.
The Term Sheet outlined a process and timetable under which the Company's
St. Louis operations would be sold in the event that a recapitalization of the
Company was not completed as set forth in the Term Sheet. As part of such
process, the Company was required to meet certain benchmarks which, if not
met, would permit the Committee to file a motion with the Court for the sale
of the Company's St. Louis operations and to appoint a chief restructuring
officer to manage the sale process.
Pursuant to the Term Sheet provisions and the agreement of the Company, the
Committee and the Bondholders, on September 25, 2003, the Company entered into
an agreement with Isle of Capri Casinos, Inc. to sell the assets of its St.
Louis operations for approximately $50,000. On May 4, 2004, the Company and
Isle of Capri Casinos, Inc. announced they had mutually agreed to terminate
the agreement.
Applications were submitted to the Missouri Gaming Commission for approval
of potential new licenses at four different locations within the St. Louis
Metropolitan area along the Mississippi River, three of which were within 20
miles of the "Admiral." In July 2000, the Gaming Commission announced its
decision to award an additional license to the applicant proposing a site at
the greatest distance from the "Admiral" of the proposed locations. The
Commission's decision was challenged by one of the applicants whose proposal
was not selected and by other entities. In September 2001, the applicant
selected by the Gaming Commission announced it would not proceed with the
development of the project.
Subsequently, the Gaming Commission announced that it will consider
licensing additional casinos in the St. Louis market. In September 2003, the
City of St. Louis and St. Louis County, which are separate political and
geographic subdivisions, announced that they were both issuing Requests for
Proposals for a new casino in each jurisdiction.
A project proposed by Pinnacle Entertainment, Inc. was selected and approved
by the City of St. Louis as its recommendation before the Missouri Gaming
Commission. Its proposal includes a casino two blocks from the Admiral. St.
Louis County has chosen a separate Pinnacle Entertainment project in Lemay,
Missouri. Various other gaming companies have filed proposals. The Missouri
Gaming Commission is expected to narrow the field in July 2004. The final
decision on whether to issue one or more licenses is up to the Missouri Gaming
Commission. In addition, each company proceeding with its proposal is subject
to approval by the Missouri Gaming Commission. Each of the proposals
submitted requires significant construction of new infrastructure for the
F-9
64
casino and entertainment complexes. Were there to be a new casino or casinos
in metropolitan St. Louis, there would be a material adverse effect on the
Company's St. Louis operations.
--Broadwater Hotel Operations
President Broadwater Hotel, LLC ("PBLLC"), a limited liability company in
which Broadwater Hotel, Inc., a wholly-owned subsidiary of the Company
("BHI"), has a Class A ownership interest, was in default under a $30,000
promissory note and associated $7,000 loan fee incurred in connection with the
July 1997 purchase by PBLLC of the real estate and improvements utilized in
the Company's operations in Biloxi, Mississippi. On April 19, 2001, PBLLC
filed a voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of Mississippi. PBLLC continued in possession and use of its assets
as a debtor-in-possession and had an agreement with Lehman Brothers Holdings
Inc., its lender and largest creditor ("Lehman"), approved by the Mississippi
Bankruptcy Court, which allowed PBLLC's use of its cash collateral.
On October 16, 2001, PBLLC filed its plan of reorganization. Subsequently,
on February 28, 2003, PBLLC filed Modifications to Debtor's Plan of
Reorganization (together with the reorganization plan, the "Modified Plan").
On May 14, 2003, the Mississippi Bankruptcy Court entered the confirmation
order confirming the Modified Plan. The Modified Plan became effective on May
28, 2003 and the Company initiated consummation of the Modified Plan at that
time. The Modified Plan provides that the unsecured creditors of PBLLC will
receive 100% of their claims. Under the Modified Plan, the obligations to
Lehman were modified with respect to the debt amount, the interest rate and
the due date. See "Note 7. Long-Term Debt and Current Portion of Long-Term
Debt."
Proposed Mississippi Assets Sale
An agreement has been entered into among the Company, President Mississippi;
Vegas Vegas, Inc. ("Vegas Vegas"); PBLLC; JECA, the owner of the Class B Unit
in PBLLC; John S. Aylsworth, President, Chief Operating Officer and Director
of the Company; Terrence L. Wirginis, Vice Chairman of the Board, Vice
President of Marine and Development and Director of the Company; and
SunAmerica, Inc. and McKay Shields LLC (collectively, representing the
Noteholders). It provides that various assets owned by President Mississippi,
Vegas Vegas and PBLLC (the "Assets") will be marketed for sale, such sale to
be subject to the Noteholders, who have security interests in the Assets,
approval.
Vegas Vegas owns the assets related to the Company's proposed development of
Destination Broadwater. To the extent that the sale includes the Vegas Vegas
assets, the buyers shall allocate the amount of purchase price attributable to
the Vegas Vegas assets. The first $3,250 of funds allocated to the Vegas
Vegas assets shall be paid into the Vegas Vegas bankruptcy estate and shall
not be subject to the distribution priorities provided in the agreement.
In the event of a sale of all or substantially all of the Assets, the
proceeds (gross proceeds less typical closing adjustments including brokerage
commission) from the sale, other than the amount to be paid to Vegas Vegas,
shall be allocated as follows:
(i) the first dollars shall be paid to Lehman, the secured lender to
PBLLC, to satisfy in full the indebtedness due to it;
F-10
65
(ii) the next $10,000 shall be allocated equally between JECA and the
Noteholders on a dollar for dollar basis. If President Mississippi
assets are sold separately and the proceeds are paid to the
Noteholders, then such dollars shall be a credit on the amount payable
to Noteholders under this provision;
(iii) the next $8,000 shall be paid to Noteholders;
(iv) the next $26,000 (twice the remaining amount owing to JECA after
payment of the $5,000 above) shall be split on a dollar for
dollar basis between the Noteholders and JECA;
(v) the next dollars shall be paid to the Noteholders until their debt is
satisfied in full;
(vi) the remaining dollars shall be paid to President Mississippi.
JECA has entered into an agreement with Messrs. Aylsworth, Wirginis and
Ralph J. Vaclavik, the Chief Financial Officer of the Company, pursuant to
which upon receipt of funds by JECA, JECA will use its best efforts to pay a
percentage of such funds to Messrs. Aylsworth, Wirginis and Vaclavik based on
the total sales proceeds to JECA.
The process and time for the sale of assets shall be reflected in documents
and pleadings to be drafted and may include a sale pursuant to Section 363 of
the Bankruptcy Code and/or the confirmation of a Plan of Reorganization for
President Mississippi and/or Broadwater Hotel, Inc. and/or the Company. The
agreement binds only the parties thereto and establishes priorities between or
among the parties to the agreement and third parties and shall not be binding
on any holder of claims or interests against anyone that is not a party to the
agreement. The term of the agreement is from March 1, 2004 to March 1, 2005.
This agreement becomes effective upon its approval by the Missouri Bankruptcy
Court, provided, however that the marketing of the assets for sale commenced
immediately upon its execution.
Subsequently, the Missouri Bankruptcy Court entered an order approving the
agreement but indicating expressly that nothing therein affected the rights of
Lehman. Thereafter, an Examiner appointed at the request of the Noteholders
filed a motion to set aside the Court's order. That motion is currently set
for hearing on July 19, 2004.
In March 2004, the Missouri Bankruptcy Court appointed an Examiner for the
purpose of investigating and issuing a report concerning whether any
prohibited direct or indirect transfers have been made from the Company or its
subsidiaries that may be avoided or which were otherwise improper or
actionable under the Bankruptcy Code or other applicable law. The examination
concerned the purchase of the Broadwater Property from an entity owned by Mr.
Connelly, Chairman and Chief Executive of the Company, the financing of the
project, the process of the purchase and the operation of the complementary
rooms program, among other items. The Examiner's report was issued on May 28,
2004 and contains various findings and recommendations to be considered by the
various parties in interest. The Noteholders and other creditors now have a
report for their use. No prediction is possible as to what action, if any,
they may take.
Management is pursuing various strategic financing alternatives in order to
fund its debt obligations and the Company's continuing operations in
Mississippi. The Company is pursuing alternatives, including the
restructuring and refinancing of outstanding debt obligations and/or the sale
of all or a portion of its remaining assets. The Company has entered into a
contract to sell to an unrelated party the Broadwater Property golf course.
The golf course purchase price is $13,100 before closing adjustments. The
prospective purchaser has applied for re-zoning of the property and been
F-11
66
rejected. It is pursuing an appeal in court. The contract has been amended
to make the obtaining of re-zoning a precondition to closing. It is not
possible to predict whether re-zoning will be obtained. It is anticipated
that the net proceeds from the sale of the golf course will be used to
partially pay down the principal on the Indebtedness of PBLLC.
During March 2004, the Company sold the 179-room Broadwater Tower Hotel for
$6,500. The President's other hotel, the 333-room President Broadwater
Resort, was not included in this transaction. The net proceeds were used to
reduce the debt of the Company's subsidiary, President Broadwater Hotel, LLC.
The Company also entered into an initial seven-month lease with the new owners
whereby the Company will continue to operate Broadwater Tower Hotel with
options for additional extensions.
--Other
Due to certain debt covenants and cross default provisions associated with
other debt agreements, the Company is also currently in default under the
terms of its $2,100 M/V "President Casino-Mississippi" note. See "Note 21.
Related Party Transactions."
The Company's ability to continue as a going concern is dependent on its
ability to restructure successfully, including refinancing its debts, selling
assets on a timely basis under acceptable terms and conditions, and the
ability of the Company to generate sufficient cash to fund future operations.
There can be no assurance in this regard.
The descriptions of the Company's business, financial condition and
prospects contained in this Annual Report on Form 10-K are qualified in their
entirety by the foregoing description of the significant risks associated with
the Company's bankruptcy proceedings.
As of February 29, 2004, the Company had $22,762 of unrestricted cash and
cash equivalents. Of this amount, the Company requires approximately $6,500
of cash to fund daily operations. The Company is heavily dependant on cash
generated from operations to continue to operate as planned in its existing
jurisdictions and to make capital expenditures. Management anticipates that
its existing available cash and cash equivalents and its anticipated cash
generated from operations will be sufficient to fund its ongoing operations
during the bankruptcy proceedings. Payments under the Company's defaulted
debt obligations generally will be stayed during the bankruptcy proceedings.
Costs previously incurred and which will be incurred in the future in
connection with the reorganizations have been and will continue to be
substantial and, in any event, there can be no assurance that the Company will
be able to restructure its indebtedness or that its liquidity and capital
resources will be sufficient to maintain its normal operations during the
reorganization period. To the extent cash generated from operations is less
than anticipated, the Company may be required to curtail certain planned
expenditures and/or seek additional financing.
2. BASIS OF PRESENTATION
The consolidated financial statements set forth herein include the accounts
and operations of President Casinos, Inc., its wholly-owned subsidiaries, a
95%-owned limited partnership and a limited liability company in which a
F-12
67
wholly-owned subsidiary of the Company has a Class A ownership interest and in
which an entity wholly-owned by the Chairman of the Board of the Company owns
a Class B Unit and has preferred rights to certain cash flows. All material
intercompany balances and transactions have been eliminated.
The accompanying consolidated financial statements are presented in
accordance with American Institute of Certified Public Accountants Statement
of Position 90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code," assuming that the Company will continue as a going concern.
The Company is currently operating under the jurisdiction of Chapter 11 of the
Bankruptcy Code and the Bankruptcy Courts, and continuation of the Company as
a going concern is contingent upon, among other things, its ability to
formulate a reorganization which will gain approval of the requisite parties
under the Bankruptcy Code and confirmation by the Bankruptcy Courts, its
ability to return to profitability, generate sufficient cash flows from
operations, and obtain financing sources to meet future obligations. These
matters raise substantial doubt about the Company's ability to continue as a
going concern. The accompanying consolidated financial statements do not
include any adjustments relating to the outcome of these uncertainties.
The accompanying consolidated balance sheets as of February 29, 2004 and
February 28, 2003, segregate liabilities subject to compromise, such as
unsecured claims, from liabilities not subject to compromise, such as fully
secured liabilities and liabilities arising subsequent to filing bankruptcy
petitions. A plan of reorganization could materially change the amounts
currently recorded in the consolidated financial statements. The consolidated
statements that might result from the outcome of this uncertainty may be
materially different than those presented herein.
Reorganization items represent expenses incurred by the Company as a result
of the bankruptcy filings and proceedings which are required to be expensed as
incurred.
3. NATURE OF OPERATIONS
The Company owns and operates dockside gaming casinos in Biloxi, Mississippi
through its wholly-owned subsidiary President Mississippi and in St. Louis,
Missouri north of the Gateway Arch through its wholly-owned subsidiary,
President Missouri. In addition, the Company owns and manages certain hotel
and ancillary facilities associated with its gaming operations. PBLLC, in
which the Company's wholly-owned subsidiary Broadwater Hotel, Inc. ("BHI") has
a Class A ownership interest, owns approximately 260 acres in Biloxi,
Mississippi, which includes a 111-slip marina containing the mooring site of
the barge "President Casino-Broadwater," two hotels with approximately 500
rooms and an adjacent 18-hole golf course (collectively, the "Broadwater
Property"). During March 2004, the Company sold the 179-room Broadwater
Tower Hotel. Prior to July 2001, the Company also operated two non-gaming
dinner cruise, excursion and sightseeing vessels in St. Louis near the base of
the Gateway Arch. The assets of the non-gaming cruise operations were sold
July 17, 2001. See "Note 6. Property and Equipment."
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with maturities
F-13
68
of ninety days or less at date of purchase.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents consists of cash and cash equivalents
which are held in segregated accounts to fund potential obligations required
by third parties. See "Note 5. Restricted Cash and Cash Equivalents and
Restricted Short-Term Investments."
Restricted Short-Term Investments
To fulfill certain regulatory and other obligations, the Company invests in
certificates of deposit with maturities greater than ninety days and not in
excess on one year at date of purchase. Short-term investments are stated at
cost, which approximates fair value. See "Note 5."
Inventories
Inventories, consisting principally of food, beverage, retail items and
operating supplies, are stated at the lower of first-in, first-out cost or
market.
Property and Equipment
Property and equipment are recorded at cost and capitalized lease assets are
recorded at their fair market value at the inception of the lease. Repairs
and maintenance are charged to expense as incurred. Improvements that extend
the useful life or increase the productivity of the asset are capitalized.
Depreciation and amortization, except on property held for sale or development
in which no depreciation or amortization is taken, are computed on a
straight-line basis over the following estimated useful lives:
Land and marina improvements 3-20 years
Buildings and improvements 10-40 years
Riverboats, barges and improvements 5-20 years
Leasehold improvements 3-25 years
Furnishings and equipment 5-10 years
Leasehold improvements estimated useful lives do not exceed the terms of the
lease agreement.
Gaming Revenues and Promotional Allowances
In accordance with industry practice, the Company recognizes gaming revenues
as the net win from gaming activities, which is the difference between gaming
wins and losses. All other revenues are recognized by reference to the
service provided. Revenues include the retail value of food and beverage,
rooms and other items provided on a complimentary basis to customers. The
estimated departmental costs of providing such promotional allowances are
F-14
69
included in gaming costs and expenses and consist of the following:
2004 2003 2002
------ ------ ------
Food and beverage...... $ 4,051 $ 4,012 $ 4,586
Hotel.................. 1,098 963 772
Other.................. 257 341 351
-------- -------- --------
$ 5,406 $ 5,316 $ 5,709
======== ======== ========
Indirect Expenses
Certain indirect expenses of operating departments such as selling, general
and administrative and depreciation and amortization are shown separately in
the accompanying statements of operations and are not allocated to
departmental operating costs and expenses.
Reorganization Items, Net
Reorganization items, net, represent professional fees and U.S. Bankruptcy
Trustee fees, net of forgiveness of certain pre-petition claims by certain
professionals, incurred by the Company as a direct result of the Chapter 11
proceedings which are required to be expensed as incurred.
Self-Insurance
The Company was partially self-insured for employee health and workers
compensation claims and third party liability costs through April 1999.
Effective May 1999, the Company became fully insured for workers compensation
claims. The Company continues to be partially self-insured for certain
employee health and third party liability claims. The self-insurance claim
liability is based on claims reported and claims incurred but not reported
using the Company's historic experience with such matters.
Minority Interest
The Company recognizes net income (loss) in TCG, in which the Company has a
95% ownership interest, and PBLLC, in which BHI has 100% interest in the Class
A Unit which controls PBLLC. In addition, the Company accrues minority
interest at 5% of net income for TCG and recognizes a priority return based on
a percentage per annum equal to the greater of (i) 7.75% or (ii) 4.0% plus
LIBOR, as defined by the terms of the agreement, for PBLLC. As of February
29, 2004 and February 28, 2003, the minority interest on the balance sheet is
comprised of $17,650 and $16,343, respectively, related to its obligation to
redeem the Class B Unit for $10,000, plus any priority return accrued but not
paid, of which $15,669 is included in liabilities subject to compromise as of
February 28, 2003. See "Note 17. Minority Interest."
Stock-Based Compensation
As of February 29, 2004, the Company has stock Option Plans, which are
described more fully in "Note 19. Stock Option Plans." The Company applies
Accounting Principles Board Opinion No. 25 and related interpretations in
accounting for its stock-based compensation plans using the intrinsic value
method. Accordingly, no compensation expense is reflected in net income for
F-15
70
stock options, as all options granted had an exercise price equal to the
market value of the underlying common stock on the date of grant.
Substantially all of the Company's stock options were vested as of February
29, 2004. Had compensation cost for the Company's Stock Option Plans been
determined based on the fair value at the grant dates for awards under those
plans consistent with the method of Statement of Financial Accounting
Standards ("SFAS") No. 123 "Accounting for Stock-Based Compensation," the
Company's net loss and net loss per share would have been reduced to the pro
forma amounts indicated below:
2004 2003 2002
------ ------ ------
(in thousands, except per share amounts)
Net loss, as reported $ (2,735) $ (9,079) $(20,748)
Deduct: Total stock-based
employee compensation
expense determined under
the fair value method,
net of related taxes -- -- (172)
--------- --------- ---------
Pro forma net income $ (2,735) $ (9,079) $(20,920)
========= ========= =========
Earnings per share:
Basic and diluted, as reported (0.54) (1.80) (4.12)
Basic and diluted, pro forma (0.54) (1.80) (4.16)
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in during fiscal year 2002: dividend yield of
zero percent expected volatility of 135.68 percent; risk-free interest rates
of 3.11-4.97 percent and the remaining expected lives of the options granted.
There were no options granted in fiscal years 2004 and 2003. The weighted-
average fair value per share of options granted was $0.87 during 2002.
Basic and Diluted Loss Per Share Information
Loss per share information is computed using the weighted average number of
shares of Common Stock outstanding and common stock equivalent shares from
diluted stock options from date of grant, using the treasury stock method.
There is no difference between loss per share under the basic and diluted
methods due to the anti-dilutive effect of the stock options, since the
Company has had losses in all periods presented. See "Note 19. Stock Option
Plans."
Fair Value of Financial Instruments
The Company calculates the fair value of financial instruments and includes
this additional information in the Notes to the Consolidated Financial
Statements. The Company uses quoted market prices whenever available to
calculate these fair values. When quoted market prices are not available, the
Company uses valuation methodologies which take into account the present value
of estimated future cash flows to determine fair value.
Recoverability of Long-Lived Assets
The carrying values of the Company's assets are reviewed when events or
F-16
71
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Asset impairment is determined to exist if estimated future
cash flows, undiscounted and without interest charges, are less than the
carrying amount. If it is determined that an impairment loss has occurred,
then an impairment loss is recognized in the statement of operations. The
resulting impairment loss is measured as the amount by which the carrying
amount of the asset exceeds its fair value, estimated using quoted market
prices, if available, or other acceptable valuation methodologies, including
discounted cash flows or comparable sales.
Recently Issued Accounting Standards
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS No. 150"). This statement established standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. SFAS No. 150, as issued, was effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise was effective after June 15, 2003. As a result of SFAS No. 150,
minority interest related to certain non-controlling interest in PBLLC is
included in liabilities. On November 7, 2003, the FASB issued Staff Position
150-3, which deferred indefinitely the measurement provisions of SFAS No. 150.
The Company cannot predict and, accordingly, is not able to determine the
ultimate impact on the Company's consolidated financial statements, if any, of
future FASB action regarding SFAS No. 150.
Use of Management Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain 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 amounts of
revenues and expenses during the reporting period. Actual results may differ
from those estimates.
Reclassifications
Certain amounts have been reclassified to conform with fiscal 2004 financial
statement presentation.
5. RESTRICTED CASH AND CASH EQUIVALENTS AND RESTRICTED SHORT-TERM INVESTMENTS
Restricted cash and cash equivalents consist of the cash of PBLLC. PBLLC
deposits revenues into lockboxes that are controlled by its lender.
Expenditures from the lockboxes are limited to the operating expenses, capital
improvements and debt service of the Broadwater Property as defined by certain
agreements. The lender controls the capital improvements lockbox. PBLLC
currently operates under a cash collateral stipulation and agreement, which
allows PBLLC to use its cash collateral for normal operations in accordance
with certain terms as defined by the cash collateral agreement.
F-17
72
Obligations giving rise to the requirement for restricted short-term
investments consist of the following:
2004 2003
------ ------
Performance bonds...................... $ 350 $ 612
Letter of credit....................... -- 100
--------- ---------
$ 350 $ 712
========= =========
The Company is required to collateralize certain performance bonds. To
fulfill these requirements, the Company invests in certificates of deposit
with maturities greater than ninety days and which do not exceed one year at
date of purchase.
6. PROPERTY AND EQUIPMENT
Property and equipment owned by the Company is summarized as follows:
2004 2003
------ ------
Land.................................. $ 250 $ 250
Land and marina improvements.......... 6,682 6,634
Buildings and improvements............ 3,045 3,027
Boats, barges and improvements........ 50,383 50,319
Leasehold improvements................ 5,041 5,041
Furnishings and equipment............. 41,042 41,125
Property held for development or
sale, at net book value............. 43,768 43,768
Construction in progress.............. 130 330
--------- ---------
150,341 150,494
Accumulated depreciation............ (64,376) (58,764)
--------- ---------
Property and equipment, net....... $ 85,965 $ 91,730
========= =========
On April 30, 2001, the Company executed an agreement to sell the assets of
Gateway Riverboat Cruises, the Company's non-gaming cruise operations which
provides dinner cruise, excursion and sightseeing on two riverboats on the
Mississippi River. The transaction was consummated on July 17, 2001. The
Company recognized a gain of $778 on the sale of these assets.
During the fourth quarter of fiscal 2003, the Company held a sealed bid
auction of the "Surfside Princess" in accordance with Section 363 of the
United States Bankruptcy Code. In February, 2003, the auction closed and the
winning bid was $1,500. The purchase agreement was consummated on May 2,
2003. The Company recognized a $1,167 asset impairment on the vessel in
February 2003 to reduce the net book value to the bid price. The Company
recorded a $36 loss on the sale of the vessel during the first quarter of
fiscal 2004. See "Note 11. Discontinued Operations."
The Company has entered into a contract to sell to an unrelated party the
Broadwater Property golf course. The golf course purchase price is $13,100
F-18
73
before closing adjustments. The prospective purchaser has applied for re-
zoning of the property and been rejected. The prospective purchaser is
pursuing an appeal in court. In exchange for certain fees and scheduled
increases in the purchase price, the contract has been amended to make the
obtaining of re-zoning a precondition to closing. It is not possible to
predict whether re-zoning will be obtained. It is anticipated that the net
proceeds from the sale of the golf course will be used to partially pay down
the principal on the indebtedness of PBLLC.
7. LONG-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT
As of February 29, 2004, all of the Company's long-term debt, except the
Broadwater Hotel note, was classified as liabilities subject to compromise.
See "Note 9. Liabilities Subject to Compromise and Reorganization Items,
Net."
Broadwater Hotel Note
In conjunction with the purchase of the Broadwater Property, PBLLC borrowed
the sum of $30,000 from a third party lender (the "Original Indebtedness").
Except as set forth in the promissory note and related security documents,
PBLLC's obligations under the Indebtedness were nonrecourse and secured by the
Broadwater Property, its improvements and leases thereon. The Original
Indebtedness bears interest at a stipulated variable rate per annum equal to
the greater of (i) 8.75% or (ii) 4% plus the LIBOR 30-day rate.
PBLLC was obligated under the Original Indebtedness to make monthly payments
of interest accruing under the Indebtedness, and was obligated to repay the
Indebtedness in full on July 22, 2000. In addition, PBLLC was obligated to
pay to the lender a loan fee in the amount of $7,000 which was fully earned
and non-refundable when the Original Indebtedness was due. Neither the
Original Indebtedness nor the loan fee payments were made on the due date and
the Original Indebtedness was in default through the effective date of the
Modified Plan discussed below. PBLLC continued to make monthly interest
payments accruing on the $30,000 principal through April 19, 2001, when the
Company announced that PBLLC had filed for reorganization under Chapter 11 in
the Mississippi Bankruptcy Court.
On October 16, 2001, PBLLC filed its plan of reorganization. Subsequently,
on February 28, 2003, PBLLC filed Modifications to Debtor's Plan of
Reorganization (together with the reorganization plan, the "Modified Plan").
On May 14, 2003, the Mississippi Bankruptcy Court entered the confirmation
order confirming the Modified Plan. The Modified Plan became effective on May
28, 2003 and the Company consummated the Modified Plan at that time. The
Modified Plan provides that the unsecured creditors of PBLLC will receive 100%
of their claims. Under the Modified Plan, the obligations to Lehman were
modified with respect to the debt amount, the interest rate and the due date,
and was re-documented substantially along the lines of the Original
Indebtedness, including the non-recourse provision, (the "Modified
Indebtedness"). On May 28, 2003, the Company paid Lehman $3,551 pursuant to
the Modified Plan. As of February 29, 2004, the principal amount of the
Modified Indebtedness was $45,429. The principal amount of the Modified
Indebtedness earns interest at a rate of 12.75% per annum until the obligation
is satisfied. The maturity date of the Modified Indebtedness is June 1, 2005.
Interest is payable during the term of the Modified Indebtedness on the
adjusted loan obligation amount. As of February 29, 2004, the adjusted loan
F-19
74
obligation amount was $43,013. PBLLC is required to pay interest earned on
the adjusted loan obligation monthly from May 28, 2003 at a rate of the
greater of 7.75% per annum or LIBOR plus 4% per annum floating through the
term of the Modified Indebtedness.
In the event that payment in full of the Modified Indebtedness is made after
November 1, 2003 but prior to June 2, 2005, interest on the Modified
Indebtedness will be calculated at a lower rate as set forth in the Modified
Plan.
The Modified Plan contains an express waiver of rights by PBLLC to seek
future bankruptcy protection. J. Edward Connelly Associates, Inc. ("JECA"),
the holder of a Class B interest in PBLLC, retained its membership interest,
but any payments by PBLLC to JECA shall be restricted until such time as all
outstanding obligations to Lehman and other creditors receiving funds under
the Modified Plan are discharged.
8. OTHER ACCRUED EXPENSES
The components of other accrued expenses are as follows:
2004 2003
------ ------
Insurance.............................. $ 387 $ 504
Reorganization costs................... 312 2,681
Taxes, other than income
and payroll taxes.................... 765 382
Point liability........................ 275 443
Other.................................. 2,691 2,090
--------- ---------
$ 4,430 $ 6,100
========= =========
9. LIABILITIES SUBJECT TO COMPROMISE AND REORGANIZATION ITEMS, NET
The components of liabilities subject to compromise are as follows:
2004 2003
------ ------
Senior Exchange Notes, 13%...................... $ 56,250 $ 56,250
Secured Notes, 12%,............................. 18,750 18,750
M/V "President Casino-Mississippi" note payable,
variable interest rate, 5.28%................. -- 2,100
Minority interest............................... -- 15,669
Accrued interest................................ 13,027 13,728
Accounts payable and other accrued expenses..... 3,961 4,843
--------- ---------
Total liabilities subject to compromise...... $ 91,988 $111,340
========= =========
Senior Exchange Notes and Secured Notes
The Senior Exchange Notes rank equal in right of payment to all present and
future senior debt, as defined in the indenture governing the Senior Exchange
Notes (the "Note Indenture"), of the Company and its subsidiaries are
currently due and payable. In addition, the Senior Exchange Notes are
F-20
75
unconditionally guaranteed, jointly and severally on a senior basis, by all of
the Company's restricted subsidiaries (the "Guarantors"), and, under certain
circumstances, the Company's future subsidiaries, although the subsidiary
guarantee from The Connelly Group, LP ("TCG") is limited in amount and was
zero as of February 29, 2004 and February 28, 2003 and 2002. As security for
the obligations of the Company and the Guarantors under the Senior Exchange
Notes, the Company and the Guarantors have pledged their equity interests in
each Guarantor and certain indebtedness from, and certain investments in,
certain gaming ventures. The Note Indenture contains certain restrictive
covenants which, among other things, limit the Company's Guarantors' ability
to pay dividends, incur additional indebtedness (exclusive of $15,000 of
senior debt), issue preferred stock, create liens on certain assets, merge or
consolidate with another company and sell or otherwise dispose of all or
substantially all of its properties or assets.
On December 3, 1998, the Company repurchased $25,000 of its Senior Exchange
Notes. The repurchased notes were used to satisfy the $25,000 principal
payment due September 15, 1999 on the Company's $100,000 Senior Exchange
Notes. The repurchase was funded by the issuance of $25,000 of new 12% notes
due September 15, 2001 (the "Secured Notes"). The Secured Notes have no
mandatory redemption obligation and are secured by a mortgage on the "Admiral"
as well as subsidiary guarantees.
See "Note 1. Bankruptcy Proceedings" regarding default of the Senior
Exchange Notes and Secured Notes.
In light of the current financial condition of the Company and the fact that
the Notes have not been actively trading, management believes it is
impracticable to determine the current value of the Senior Exchange Notes and
Secured Notes.
As of February 29, 2004 and February 28, 2003, all reorganization items
consist of professional fees.
10. OPERATING LEASES
During fiscal 2002, the Company leased two mooring sites in St. Louis,
Missouri and certain other equipment under operating leases. The Company's
mooring site for Gateway Riverboat Cruises in St. Louis was for a term of five
years commencing August 1986, with four five-year renewal options. Rent
during fiscal year 2002 was $2 and was subject to rate change every five years
as recommended by the Port Commission. The lease was assumed by the purchaser
of Gateway Riverboat Cruises in July 2001. See "Note 6. Property and
Equipment."
Prior to the move of the "Admiral," the Company's lease for the mooring site
of the "Admiral" was for a term of twenty five years and terminated in
December 2008. The lease provided for base rent plus payments of 2% of
adjusted gross receipts (gross receipts net of winnings paid to wagerers).
The base rent was $6 annually and was subject to rate change every five years
as recommended by the Port Commission.
In January 2000, in conjunction with the anticipated move of the "Admiral,"
the Company entered into a sublease agreement with the Port Authority of the
City of St. Louis for a mooring site on the St. Louis river front
approximately 1,000 feet north of the then current location of the "Admiral."
F-21
76
The term of the lease is 25 years commencing on the day the "Admiral" moved to
the new mooring site. At such time the lease for the former mooring site of
the "Admiral" was surrendered and terminated.
Rent under the terms of the new lease consists of base rent plus a percent
of adjusted gross receipts. The base rent was $27 annually through December
31, 2003 and is subject to rate change every five years based on the
recommendation of the Port Commission. Effective January 1, 2004, the rent
was adjusted to $29 annually. The percentage rent is 2% of adjusted gross
receipts for any lease year equal to or less than $80,000, plus 3% of that
portion of adjusted gross receipts for such lease year which exceed $80,000
but which are equal to or less than $100,000, plus 4% of that portion of
adjusted gross receipts for such lease year, if any, which exceed $100,000.
Rent expense for the mooring sites for the years ended February 29, 2004 and
February 28, 2003 and 2002 was $1,475, $1,508 and $1,608, respectively.
The marina where the Company conducts its Biloxi gaming operations has been
determined by the Secretary of State of Mississippi to constitute both
"tidelands" and "fast lands" under the Mississippi Trust Tidelands Act (the
"Tidelands Act"). The tidelands lease was for an initial period of ten years
commencing August 1, 1992. During August 2002, the Company exercised its
option to extend the lease for a term of five years under the same terms and
provisions, and renegotiated the annual rental. The current rent is $672
annually. The fast lands lease is for a period of 40 years commencing
December 31, 1996 for annual rent of $21, adjustable every five years as
defined in the lease agreement.
Rental expense incurred under operating leases was $4,710, $5,270 and $5,434
for the years ended February 29, 2004 and February 28, 2003 and 2002,
respectively.
Future minimum lease commitments under non-cancelable long-term operating
leases as of February 29, 2004, are as follows:
Non-cancelable
Operating
Leases
------------
Years ending February 28/29:
2005........................ $ 827
2006........................ 348
2007........................ 256
2008........................ 190
2009........................ 451
Thereafter.................. 463
---------
$ 2,535
=========
11. DISCONTINUED OPERATIONS
The Company sold one of two vessels accounted for in its leasing segment
during May 2003 and the second vessel is being foreclosed on by the lender
which holds a Preferred First Fleet Mortgage collateralizing debt owed to the
lender. With the disposal of both vessels, representing all of the operating
F-22
77
assets of the segment, the segment is accounted for as discontinued operations
in accordance with Financial Accounting Standards Board SFAS No. 144
"Accounting for the Impairment and Disposal of Long-Lived Assets."
The components of assets of and liabilities from discontinued operations are
as follows:
Feb. 29, Feb. 28,
2004 2003
------ ------
Cash and cash equivalents.................. $ -- $ 39
Prepaid assets............................. -- 60
Property and equipment..................... 400 2,250
-------- --------
$ 400 $ 2,349
======== ========
M/V "President Casino-Mississippi"
note payable............................. $ 2,100 $ --
Accounts payable........................... 58 173
Accrued interest payable................... 720 22
Other accrued liabilities.................. 768 110
-------- --------
$ 3,646 $ 305
======== ========
M/V "President Casino-Mississippi" Note
The term note payable is collateralized by the vessel M/V "President Casino-
Mississippi" and various equipment and is personally guaranteed by Mr.
Connelly. This note also contains certain covenants which, among other
things, require the Company to maintain a minimum tangible net worth of
$40,000. The aforementioned default on the Company's Senior Exchange Notes
and Secured Notes also constituted a default under this note. See "Note 21.
Related Party Transactions."
As a result of management's evaluation of the net realizable value of its
assets, based on their intended future use and current market conditions, the
Company recorded an impairment of long-lived assets of $288 and $1,914 during
fiscal years 2004 and 2002, respectively, on the M/V "President Casino-
Mississippi".
12. INCOME TAXES
The Company recognizes deferred tax assets, net of applicable reserves,
related to net operating loss carryforwards and certain temporary differences.
Recognition of future tax benefits is based on the extent the realization of
such benefit is "more likely than not." As such, the realization of the
deferred tax benefit is dependent on the Company's ability to generate future
taxable income. Given the level of operations, the increased competition and
the overall uncertainty as to the timing of the Company's ability to return to
profitability, the Company has determined that the tax benefit does not
satisfy the recognition criteria. Accordingly, a 100% valuation allowance is
maintained against the Company's deferred tax assets. No other benefit has
been recognized for all other periods presented.
F-23
78
The components of the net deferred tax asset are as follows:
2004 2003
------ ------
Deferred tax assets:
Net operating loss carryforward....... $ 72,754 $ 70,239
Pre-opening costs and intangible
assets.............................. 2,136 2,601
Accounting reserves and liabilities... 2,735 2,844
Tax credits........................... 280 280
Other................................. 109 324
--------- ---------
78,014 76,288
Less: Valuation allowance............. (69,911) (70,179)
--------- ---------
8,103 6,109
Deferred tax liabilities:
Property.............................. 8,103 6,109
--------- ---------
Net deferred tax asset............. $ -- $ --
========= =========
As of February 29, 2004, the Company had federal, Missouri and Mississippi
net operating loss carryforwards of $178,007, $210,892 and $50,671,
respectively. These tax benefits will expire between 2008 and 2024 unless
first offset against taxable income. The availability of the loss
carryforwards may be limited in the event of a significant change in ownership
of the company or its subsidiaries.
There are numerous and complex tax issues associated with the Company's
filing for protection under Chapter 11 of the Bankruptcy Code and the future
reorganization, such as discharge of indebtedness, sale of property or
potential abandonment of assets. The impact of these tax issues will affect
the amount of tax attribute carryforwards and deferred taxes; however, such
impact cannot be determined at this time.
13. COMMITMENTS AND CONTINGENT LIABILITIES
Bankruptcy Actions
On June 20, 2002, the Company together with its subsidiary, President
Missouri, which owns and operates the St. Louis operations, filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Mississippi. On
July 9, 2002, the Company's subsidiary President Mississippi filed a voluntary
reorganization petition in the same Court. On July 11, 2002, substantially
all of the Company's other operating subsidiaries filed voluntary
reorganization petitions under Chapter 11 in the same Court. Subsequently,
orders were entered by the Mississippi Bankruptcy Court transferring venue of
all of the Chapter 11 cases, except President Riverboat Casino-New York, Inc.
and PBLLC, to the United States Bankruptcy Court for the Eastern District of
Missouri, where they are now pending and being administered. President
Riverboat Casino-New York, Inc. subsequently had its Chapter 11 case dismissed
and PBLLC subsequently emerged from Chapter 11. The Company and its
subsidiaries each continue in possession and use of their assets as debtors-
in-possession. See "Note 1. Bankruptcy Proceedings."
On April 27, 2003, the Missouri Bankruptcy Court granted a motion for
F-24
79
approval of a key employee retention plan for certain corporate and Missouri
casino employees (the "Retention Plans"). The motion does not affect any pre-
petition employment agreements as to assumption or rejection of pre-petition
executory contracts, with the exception that any claim asserted by a key
employee on account of a pre-petition employment agreement shall be reduced
dollar for dollar by the amounts paid or payable under the retention plan.
Under the terms of the Retention Plans for certain Missouri key casino
employees, certain key employees will receive 50% of their then salary which
will be due and payable on the earlier of the following dates: (i) the date on
which all or substantially all of President Missouri's assets are sold or (ii)
the date on which the Company terminates substantially all of its ordinary
Missouri business operations. Under the terms of the Retention Plans for
corporate employees, the Chief Financial Officer will receive one year of his
then salary on the date he is discharged from employment and the other named
key employees will receive 50% of their then salary. If at any time prior
thereto the corporate key employees' salaries are reduced or he or she is
required to move his or her residence from the St. Louis, Missouri
metropolitan area, he or she will also receive such payment. In the event of
the sale of the Missouri assets, an amount shall be set aside to fund such
payments.
On April 1, 2004, the Missouri Bankruptcy Court granted a motion for
approval of a key employee retention plan for certain Mississippi casino
employees. The terms and conditions are the same as the Missouri key casino
employee Retention Plan except the assets and operations refer to those of
Mississippi and one key employee receiving his then twelve month salary rather
than 50%.
Litigation
--Poulos, McElmore and Shreier, et al. v. Caesar's World, Inc. et al.
In 1994, William H. Poulos filed a class-action lawsuit in the United States
District Court for the Middle District of Florida against over thirty-eight
(38) casino operators, including the Company, and certain suppliers and
distributors of video poker and electronic slot machines. This lawsuit was
followed by several additional lawsuits of the same nature against the same
and as well as additional defendants, all of which have now been consolidated
into a single class-action in the United States District Court for the
District of Nevada. The complaint alleges that the defendants fraudulently
marketed and operated casino video poker machines and electronic slot
machines, and asserts common law fraud and deceit, unjust enrichment and
negligent misrepresentation. The plaintiffs sought class certification and
the defendants opposed it. On June 21, 2002, the Court entered an order
holding the action could not proceed as a class action. The decision has been
appealed to the 9th Circuit Court of Appeals. A motion to stay pending the
Company's bankruptcy proceedings has been filed. Although the outcome of
litigation is inherently uncertain. Management, after consultation with
counsel, believes the action will not have a material adverse effect on the
Company's financial position or results of operations.
--Other
The Company is from time to time a party to litigation, which may or may not
be covered by insurance, arising in the ordinary course of its business.
Management of the Company does not believe that the outcome of any such
F-25
80
litigation will have a material adverse effect on the Company's financial
condition or results of operations, or which would have any material adverse
impact upon the gaming licenses of the Company's subsidiaries.
General
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulation. As a condition to obtaining and
maintaining a gaming license, the Company must submit detailed financial,
operating and other reports to state gaming commissions, all of which have
broad powers to suspend or revoke licenses. In addition, substantially all of
the Company's material transactions are subject to review and/or approval by
the various regulatory bodies. Any person acquiring 5% or more of the Common
Stock or of the equity securities of any gaming entity must be found suitable
by the appropriate regulatory body. The Biloxi license was last renewed in
April of 2004 and expires in April 2007. President Missouri was re-licensed
by the Missouri Commission in May 2002. As a result of additional meetings
required by the Missouri Gaming Commission to examine expansion of the St.
Louis Metropolitan area market, the Commission will not conduct usual public
meetings during May and June, 2004. On April 27, 2004, the Commission passed
a resolution whereby all five Class A licensees whose licenses are due to
expire during May and June will be granted temporary licenses until July 31,
2004, at which time a vote on re-licensing will occur. A temporary Class A
license was issued effective May 27, 2004, under the same terms and conditions
as the regular license.
14. GUARANTEE OF CITY OBLIGATION
During 1998, the Company and the City of St. Louis reached an agreement for
the relocation of the "Admiral" approximately 1,000 feet north from its former
location on the Mississippi River. Under the terms of an agreement, the City
funded $3,000 of the relocation costs, $2,400 of which was financed through
bank debt. It is anticipated that the City will repay the debt from annual
allocations of $600 from the City's annual home dock city public safety fund
that is funded by admission taxes from the "Admiral." The Company has
guaranteed repayment of the bank debt if the City fails to pay the obligation.
As of February 29, 2004, the Company's guarantee was $551. The City makes the
annual payment of $600 in June of each year.
15. RISKS AND UNCERTAINTIES
--Insurance Risk
The Company was partially self-insured for employee health and workers
compensation claims and third party liability costs through April 1999.
Effective May 1999, the Company became fully insured for workers compensation
claims. The Company continues to be partially self-insured for third party
liability claims and certain employee health claims. The self-insurance claim
liability is estimated on claims reported and claims incurred but not reported
using the Company's historic experience with such matters.
The Company does carry "Business Interruption" insurance, but due to the
current insurance market, the current policy does not cover interruption from
either windstorm or flood.
F-26
81
--Concentration of Credit Risk
The Company maintains cash balances at certain financial institutions in
excess of amounts insured by federal agencies. In addition, the Company
maintains significant cash balances on hand at its gaming facilities.
--Cyclical Nature of Business
The Company's business involves leisure and entertainment. During periods
of recession or economic downturn, consumers may reduce or eliminate spending
on leisure and entertainment activities. In the event that any of the
Company's demographic markets suffer adverse economic conditions, the
Company's revenues may be materially adversely affected.
16. PRESIDENT BROADWATER HOTEL LLC FINANCIAL STATEMENTS
As discussed in "Note 1. Bankruptcy Proceedings," on April 19, 2001, PBLLC
filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. During
fiscal 2003, the Company and substantially all of its other subsidiaries filed
voluntary petitions for reorganization under Chapter 11. On May 28, 2003,
PBLLC had its plan of reorganization confirmed and emerged from Chapter 11.
The condensed balance sheets and statements of operations of PBLLC are as
follows:
Feb. 29, Feb. 28,
2004 2003
-------- --------
Restricted cash and cash equivalents.................... $ 2,322 $ 5,304
Related party receivable................................ 739 394
Other current assets.................................... 473 460
Property and equipment, net............................. 41,905 42,109
--------- ---------
Total assets......................................... $ 45,439 $ 48,267
========= =========
Accounts payable and accrued liabilities................ $ 1,456 $ 12,448
Current portion of long-term debt....................... -- 30,000
Accrued loan fee........................................ -- 7,000
Due to related parties.................................. -- 23
Liabilities subject to compromise....................... -- 754
--------- ---------
Total current liabilities............................ 1,456 50,225
--------- ---------
Long-term debt.......................................... 45,429 --
--------- ---------
Total liabilities.................................... 46,885 50,225
--------- ---------
Redeemable Class B capital.............................. 17,650 16,343
Class A capital......................................... (19,096) (18,301)
--------- ---------
Total liabilities and capital........................ $ 45,439 $ 48,267
========= =========
F-27
82
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
OPERATING REVENUES:
Hotel...................................... $ 7,182 $ 6,134 $ 5,502
Related party lease........................ 3,204 3,204 3,098
Retail and other........................... 1,706 1,850 2,237
--------- --------- ---------
Total operating revenues................. 12,092 11,188 10,837
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Hotel...................................... 2,184 2,321 2,122
Retail and other........................... 1,473 1,623 1,694
Selling, general and administrative........ 4,270 4,339 4,524
Depreciation and amortization.............. 321 472 736
--------- --------- ---------
Total operating costs and expenses....... 8,248 8,755 9,076
--------- --------- ---------
OPERATING INCOME........................... 3,844 2,433 1,761
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income............................ 26 63 74
Interest expense........................... (3,637) (4,499) (4,546)
Reorganization items, net.................. (21) (475) (1,444)
Other income............................... 300 -- --
--------- --------- ---------
Total other expense, net................... (3,332) (4,911) (5,916)
--------- --------- ---------
NET INCOME (LOSS).......................... $ 512 $ (2,478) $ (4,155)
========= ========= =========
17. MINORITY INTEREST
The Connelly Group, LP
The assets of the Company's Davenport casino operations were sold in October
2000. The Davenport casino operations were managed by the Company's wholly-
owned subsidiary, PRC Iowa, which is the general partner of the 95% Company-
owned operating partnership, TCG. The partnership agreement provides for the
allocation of income between the general partner and limited partner at 95%
and 5%, respectively.
President Broadwater Hotel, LLC
To effectuate the acquisition of the Broadwater Property, the Company
entered into a Redemption Agreement dated as of July 22, 1997 (the "Redemption
Agreement") by and among J. Edward Connelly Associates, Inc., a company
controlled by Mr. Connelly ("JECA"), Broadwater Hotel, Inc., a wholly-owned
subsidiary of the Company ("BHI"), and PBLLC, a limited liability company
formed by JECA and BHI for purposes of the transaction.
BH Acquisition Corporation ("BHAC"), a company wholly-owned by Mr. Connelly,
was the sole owner of the Broadwater Property. Prior to the closing of the
transactions, JECA, the successor by merger to BHAC became the sole owner of
the Broadwater Property. In connection with the formation of PBLLC, JECA
transferred its interest in the Broadwater Property to PBLLC as a capital
contribution in exchange for the sole outstanding membership interest in
F-28
83
PBLLC. Pursuant to the Redemption Agreement, BHI made a capital contribution
of $5,000 to PBLLC in exchange for the Class A Unit of PBLLC as described in
the Amended and Restated Limited Liability Company Operating Agreement of
PBLLC (the "Amended Operating Agreement"). The Class A Unit affords BHI
control of PBLLC. Simultaneously with BHI's acquisition of the Class A Unit,
PBLLC redeemed JECA's existing membership interest in PBLLC in exchange for
(i) the cash payment by PBLLC to JECA of $28,484, (ii) redemption of the
$2,016 debt owed by BHAC to the Company and (iii) the issuance by PBLLC to
JECA of the Class B Unit of PBLLC as described in the Amended Operating
Agreement.
PBLLC is obligated to redeem the Class B Unit from JECA for a redemption
price of $10,000 on the date on which the indebtedness (as defined in "Note 7.
Long-Term Debt and Current Portion of Long-Term Debt") is fully and finally
discharged and the mortgage securing the Indebtedness is released. In
addition, the Class B Unit entitles JECA to a priority return based on a
percentage per annum equal to the greater of (i) 7.75% or (ii) 4.0% plus
LIBOR, as defined by the Redemption Agreement.
18. EMPLOYEE BENEFIT PLANS
The Company maintains an employee savings plan which covers all eligible
employees as defined by the plan. Pursuant to this savings plan,
participating employees may contribute (defer) a percentage of eligible
compensation. Employee contributions to the savings plan, up to certain
limits, are partially matched by the Company. The expense applicable for the
Company's contribution to the savings plan, net of forfeitures, was $228, $199
and $234 for the years ended February 29, 2004 and February 28, 2003 and 2002,
respectively.
19. STOCK OPTION PLANS
The Company has adopted non-qualified and incentive stock option plans which
provide for the granting of stock options to eligible directors, officers and
employees. In addition, the plans authorize the issuance of tandem stock
appreciation rights in connection with the issuance of certain options. Stock
appreciation rights may only be issued in connection with a non-qualified
stock option. This right will entitle the holder to receive in cash or stock
an amount equal to the excess of the fair market value on the date of exercise
over the exercise price of the tandem stock option. The maximum value of any
stock appreciation right will be limited to the exercise price of the tandem
stock option. A stock appreciation right may be exercisable only at the same
time and to the same extent as the tandem stock option.
The plans are administered by the Compensation Committee of the Board of
Directors (the "Committee"), whose members determine to whom options will be
granted and the terms of each option. The exercise price of stock options
granted under the plans are established by the Committee, but the exercise
price may not be less than the market price of the Company's Common Stock on
the date the option is granted. Each option granted is exercisable in full at
any time or from time to time as determined by the Committee and provided in
the option agreement, provided that no option may have a term exceeding ten
years. In July 1997 and June 1999, the stockholders of the Company approved
the Company's 1997 and 1999 stock option plans which increased the number of
shares available for grant by 500,000 shares and 300,000 shares, respectively.
F-29
84
On June 19, 1996 and August 22, 1997, the Committee approved amendments to
certain of the outstanding stock option agreements. Pursuant to such
amendments, options to purchase an aggregate of 276,340 shares of Common Stock
at exercise prices ranging from $54.00 to $5.625, per share were repriced to
an exercise price of $11.625 and $2.625, respectively, per share, the market
value of the Common Stock on the date of the repricings. In addition, the
trading price at which certain options granted to an executive officer with
respect to 16,667 shares of Common Stock would vest was amended from $84.00 to
$5.50 per share. Except for such amendments, the other terms of the stock
options repricing were not changed.
On August 28, 2001, the Committee approved further amendments to certain of
the outstanding stock option agreements. Pursuant to such amendments, options
to purchase an aggregate of 811,618 shares of Common Stock at exercise prices
ranging from $1.875 to $4.000, per share were repriced at an exercise price of
$0.87 per share. Except for such amendments, the other terms of the stock
options were not changed. The Over the Counter fair market value of the
Common Stock on August 28, 2001, was $0.87. Pursuant to the guidance of APB
25, "Accounting for Stock Issued to Employees" and related interpretations,
the amendments to certain of the outstanding option agreements modified the
options from being fixed stock option awards to variable stock option awards.
As such, the Company recognizes compensation cost for increases or decreases
in the intrinsic value of the modified award in periods subsequent to the
modification until the award is exercised, forfeited or expires unexercised.
However, compensation cost is not adjusted below the intrinsic value, if any,
of the modified stock option at the date of modification unless the award is
forfeited because the employee fails to fulfill an obligation. The Over the
Counter closing market value of the Common Stock on February 29, 2004, was
$0.18, therefore, as of February 29, 2004, no compensation cost has been
recognized.
The Committee believes that the modifications were necessary and appropriate
in light of competitive conditions in the gaming industry and in order to
provide a meaningful long-term incentive compensation opportunity in light of
recent trading prices of the Common Stock to the management team whose efforts
are essential to the Company's success.
The Company applies SFAS No. 123, "Accounting for Stock-Based Compensation"
to account for stock compensation arrangements. SFAS No. 123 provides, among
other things, that companies may elect to account for employee stock options
using a fair value-based method or continue to apply the intrinsic value-based
method prescribed by APB No. 25. As permitted, the Company has elected to
continue to apply the intrinsic value-based method for stock options.
Accordingly, no compensation cost has been recognized.
Under the Company's plans, the Company is authorized to grant options up to
an aggregate of 1,325,000 shares, of which 333,665 have expired, to management
team members and directors. As of February 29, 2004, 100,000 options have
been exercised and 134,225 are available for grant. Options under the plans
are generally granted at market value at the date of the grant and expire ten
years from the date of grant. The outstanding options that have been granted
under the plan generally vest either at (i) a rate of 20% each anniversary
date or (ii) 20% on date of grant and 20% on each anniversary date thereafter.
The Company has also granted stock options to external board members under a
non-qualified plan. These options are granted at market value at the date of
the grant; and generally vest at 50% on date of grant and 25% each anniversary
F-30
85
date thereafter or 20% at the date of grant, 20% on the first anniversary and
60% on the second anniversary; and expire 10 years from date of grant.
A summary of the status of the Company's stock option plans as of February
29, 2004 and February 28, 2003 and 2002, and changes during the years ending
on those dates is presented below:
2003 2003 2002
------------------------- ------------------------- --------------------------
Variable Weighted-Average Weighted-Average Weighted-Average
Options Shares Exercise Price Shares Exercise Price Shares Exercise Price
- -------------------------------------------------------------------------------------------------
Outstanding at
beginning
of year 787,293 $ 0.87 989,621 $ 7.26 1,053,022 $ 8.12
- -------------------------------------------------------------------------------------------------
Granted -- -- -- -- 811,618 0.87
Forfeited (90,183) 0.87 (184,828) 35.11 (875,019) 2.38
Expired (5,917) 0.87 (17,500) 0.87 -- --
- -------------------------------------------------------------------------------------------------
Outstanding
at end
of year 691,193 0.87 787,293 0.87 989,621 7.26
- -------------------------------------------------------------------------------------------------
Options
exercisable
at year-end 674,526 770,626 972,152
Weighted-
average fair
value of options
granted during
the year n/a n/a $ 0.87
- -------------------------------------------------------------------------------------------------
The following table summarizes information about variable stock options
outstanding at February 29, 2004:
- -------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
------------------------------------------------ ----------------------------
Range of Number Weighted-Average Weighted- Number Weighted-
Exercise Outstanding Remaining Average Exercisable Average
Prices at 02/29/04 Contractual Life Exercise Price at 02/29/04 Exercise Price
- -------------------------------------------------------------------------------------------------
$ 0.00 - 1.00 691,193 5.29 years 0.87 674,526 0.87
- -------------------------------------------------------------------------------------------------
20. SEGMENT INFORMATION
The Company's reportable segments are based on its two current geographic
gaming operations. The Biloxi operations consist of the Biloxi casino and the
Broadwater Property and the St. Louis operations consist of the St. Louis
casino and Gateway Riverboat Cruises ("Gateway"). On July 17, 2001, the
assets of Gateway were sold and operations ceased.
The Company's reportable segments, other than the leasing operation, are
similar in operations, but have distinct and separate regional markets.
F-31
86
The Company had no inter-segment sales and accounts for transfers of
property and inventory at its net book value at the time of such transfer.
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
OPERATING REVENUES:
St. Louis operations................... $ 70,819 $ 73,909 $ 79,103
Biloxi operations...................... 48,477 49,812 50,081
--------- --------- ---------
Total operating revenues............. $119,296 $123,721 $129,184
========= ========= =========
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
OPERATING INCOME:
St. Louis operations................... $ 5,652 $ 4,870 $ 6,095
Biloxi operations...................... 2,984 2,802 1,930
--------- --------- ---------
Operations income (loss)........... 8,636 7,672 8,025
CORPORATE LOSS:
Corporate administration............... (2,905) (3,244) (4,209)
Corporate development.................. -- (112) (416)
--------- --------- ---------
OPERATING INCOME.................. $ 5,731 $ 4,316 $ 3,400
========= ========= =========
A summary of assets by segment, is as follows:
February 29/28,
2004 2003
------ ------
St. Louis operations.................... $ 50,970 $ 47,917
Biloxi operations....................... 59,559 63,562
--------- ---------
Operations' assets.................... 110,529 111,479
Corporate assets........................ 2,630 3,747
Development assets...................... 3,259 3,259
Discontinued operations assets.......... 400 2,349
--------- ---------
Net assets.......................... $116,818 $120,834
========= =========
F-32
87
A summary of net property and equipment and additions to property and
equipment, by segment, is as follows:
February 29/28,
2004 2003
------ ------
Property and Equipment
St. Louis operations.................. $ 32,238 $ 36,540
Biloxi operations..................... 50,461 51,919
--------- ---------
Operations' assets.................. 82,699 88,459
Corporate assets...................... 7 12
Development assets.................... 3,259 3,259
--------- ---------
Net property and equipment........ $ 85,965 $ 91,730
========= =========
Years Ended February 29/28,
2004 2003
------ ------
Additions to Property and Equipment:
St. Louis operations.................. $ 1,895 $ 4,187
Biloxi operations..................... 569 1,384
--------- ---------
Operations' assets.................. 2,464 5,571
Corporate assets...................... -- 1
Development assets.................... -- 20
--------- ---------
$ 2,464 $ 5,592
========= =========
21. RELATED PARTY TRANSACTIONS
The Company is related to certain entities through common ownership by its
principal owners or officers. The Company pays office rent to one such
related party in the amount of $4 annually. In management's opinion, this
related party transaction is equivalent to the amount which would have been
charged by unrelated third parties.
M/V "President Casino-Mississippi" Note
The Company defaulted under the terms of its $2,100 M/V "President
Casino-Mississippi" note. The vessel and various equipment aboard the M/V
"President Casino-Mississippi" collateralize a term note payable which was
also personally guaranteed by Mr. Connelly. The Company continued to make the
quarterly principal and interest payments on the note prior to the Company's
bankruptcy filing. Under the terms of the note agreement, $2,100 principal
became due and payable in August 2002 together with interest and costs (the
"Note"). In November 2002, the lender brought an action against Mr. Connelly
for breach of contract under his personal guarantee. In December 2003, Mr.
Connelly satisfied his personal guarantee paying the lender $1,200. In
January 2003, the Mississippi Bankruptcy Court granted a motion to relieve the
lender from the automatic stay in order to enforce its rights under the
Preferred Fleet Ship Mortgage, including but not limited to the right of the
lender to seize and sell the vessel. In May 2003, the lender filed a motion
F-33
88
with the United States District Court for the Southern District of Illinois
for an order directing the Clerk of Court to issue a warrant for the arrest of
the M/V "President Casino-Mississippi" pursuant to rules of admiralty and
maritime claims. On May 20, 2003, the Court executed the warrant, which
allowed the vessel to be seized and sold. On April 7, 2004, the vessel was
auctioned and the lender offered the highest bid of $500.
Because the Note was also guaranteed by the Company and President
Mississippi, the payment of the personal guarantee triggered a right of
contribution to Mr. Connelly from both the Company and the President
Mississippi. In addition, Mr. Connelly became subrogated to the lender's
right under the Note to collect the payment by him from the Company's
subsidiary that issued the Note. The Note remains outstanding but has been
credited with the payment by Mr. Connelly and will be credited by the value
realized on foreclosure. Thus, while the parties responsible for payment have
shifted, a portion of Mr. Connelly's guarantee has been paid, and the
collateral has been used to satisfy a portion of the Note, the obligation
remains outstanding. It is not possible at this time to determine the amounts
that may be owed by whom or to whom with respect to the above described person
and entities.
In addition, as a part of the settlement agreement with the lender, Mr.
Connelly was assigned a one-half interest in certain claims filed by the
lender in the Missouri Bankruptcy Court. It is not possible to predict
whether these claims will be successful or the amount, if any, that will be
paid with respect to these claims.
Mississippi Assets Sale Term Sheet
An agreement has been entered into among the Company, President Mississippi;
Vegas Vegas, Inc. ("Vegas Vegas"); PBLLC; JECA; John S. Aylsworth, President,
Chief Operating Officer and Director of the Company; Terrence L. Wirginis,
Vice Chairman of the Board, Vice President of Marine and Development and
Director of the Company; and SunAmerica, Inc. and McKay Shields LLC
(collectively, representing the Noteholders). It provides that various assets
owned by President Mississippi, Vegas Vegas and PBLLC (the "Assets") will be
marketed for sale, such sale to be subject to the approval of the Noteholders,
who have security interests in the Assets. The term sheet sets forth the
manner in which the proceeds from the sale will be distributed. The terms
call for certain distributions be made to JECA related to its Class B Unit in
PBLLC. JECA has entered into an agreement with Messrs. Aylsworth, Wirginis
and Ralph J. Vaclavik, the Chief Financial Officer of the Company, pursuant to
which upon receipt of funds by JECA, JECA will use its best efforts to pay a
percentage of such funds to Messrs. Aylsworth, Wirginis and Vaclavik based on
the total sales proceeds to JECA. See "Note 1. Bankruptcy Proceedings."
F-34
89
22. SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES
The components of net change in working capital accounts are as follows:
2004 2003 2002
------ ------ ------
Changes in working capital accounts:
Receivables, net........................... $ (7) $ 164 $ 293
Inventories................................ 262 (59) 7
Prepaid expenses and other current assets.. (655) (708) 798
Accounts payable........................... (543) 1,016 (2,508)
Accrued payroll and benefits............... 687 (1,317) (193)
Other accrued expenses..................... (1,759) 6,891 8,283
-------- -------- --------
$(2,015) $ 5,987 $ 6,680
======== ======== ========
During fiscal year 2002, the Company acquired $2 of property and equipment
in exchange for indebtedness.
During fiscal years 2004, 2003 and 2002, the Company paid no income taxes.
Interest paid by the Company was $2,977, $88 and $6,377 for the years ended
February 29, 2004 and February 28, 2003 and 2002, respectively.
23. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table sets forth consolidated income statement data for the
periods indicated. The quarterly information is unaudited, but in
management's opinion reflects all adjustments necessary for a fair
presentation of the information for the periods presented.
Fiscal 2004 Quarters Ended
May 31 Aug. 31 Nov. 30 Feb. 29
-------- --------- --------- ---------
Revenues.......................... $ 32,099 $ 31,143 $ 27,509 $ 28,545
Operating income.................. 2,546 2,025 44 1,116
Income (loss) before income tax,
minority interest and
discontinued operations......... 948 836 (736) (84)
Net income (loss)................. 360 42 (2,594) (543)
========= ========= ========= =========
Basic and dilutive net income
(loss) per share................ $ 0.07 $ -- $ (0.52) $ (0.11)
======== ======== ======== ========
F-35
90
Fiscal 2003 Quarters Ended
May 31 Aug. 31 Nov. 30 Feb. 28
-------- --------- --------- ---------
Revenues.......................... $ 33,381 $ 31,955 $ 29,048 $ 29,337
Operating income.................. 2,209 1,003 358 746
Loss before income tax, minority
interest and discontinued
operations....................... (1,792) (1,154) (872) (1,078)
Net loss.......................... (2,683) (1,956) (1,556) (2,884)
========= ========= ========= =========
Basic and dilutive net
loss per share.................. $ (0.53) $ (0.39) $ (0.31) $ (0.57)
======== ======== ======== ========
24. SUMMARIZED AND CONDENSED FINANCIAL INFORMATION OF THE COMPANY
The following summarized and condensed financial information presents the
separate financial information of the parent company, the combined financial
information of the Non-Guarantors and the combined financial information of
the Guarantors of the Company's Senior Exchange Notes and Secured Notes as of
the dates presented. See "Note 7. Long-Term Debt and Current Portion of
Long-Term Debt."
The Company has incorporated a wholly-owned subsidiary which is a Non-
Guarantor, BHI, and a limited liability company which is a Non-Guarantor,
PBLLC. See "Note 17. Minority Interest."
All of the Guarantors (other than TCG) are wholly-owned subsidiaries of the
Company and are full joint and several guarantors of the Senior Exchange Notes
(limited only to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law). The guarantee of TCG, which is a
95% Company-owned partnership, is limited to the amount owed from time to time
by TCG to PRC Holdings ($0 as of February 29, 2004 and February 28, 2003). As
security for the obligations of the Company and the Guarantors under the
Senior Exchange Notes and the Secured Notes, the Company and the Guarantors
have pledged their equity interests in each Guarantor and all of their rights
in certain management agreements with, certain indebtedness from, and certain
investments in, certain gaming ventures. Separate financial information for
TCG is presented elsewhere herein.
F-36
91
SUMMARIZED AND CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 29, 2004
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- --------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 94 $ 20,927 $ 1,741 $ -- $ 22,762
Restricted cash and short-term
investments..................... -- 350 2,322 -- 2,672
Related party notes receivable.... 75,000 499,726 -- (574,726) --
Other current assets.............. 13,027 8,517 1,217 (17,742) 5,019
---------- ---------- ---------- ---------- ----------
Total current assets............ 88,121 529,520 5,280 (592,468) 30,453
---------- ---------- ---------- ---------- ----------
PROPERTY AND EQUIPMENT, NET......... -- 44,060 41,905 -- 85,965
ASSETS OF DISCONTINUED OPERATIONS... -- 400 -- -- 400
---------- ---------- ---------- ---------- ----------
$ 88,121 $ 573,980 $ 47,185 $(592,468) $ 116,818
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES NOT SUBJECT
TO COMPROMISE:
Accounts payable.................. $ -- $ 1,246 $ 81 $ -- $ 1,327
Other current liabilities......... 42 7,849 1,375 (142) 9,124
Due to related parties............ -- 3,794 11 (3,805) --
Investments in subsidiaries....... 5,286 -- -- (5,286) --
Liabilities of discontinued
operations...................... -- 3,646 -- -- 3,646
---------- ---------- ---------- ---------- ----------
Total current liabilities....... 5,328 16,535 1,467 (9,233) 14,097
Long-term debt.................... -- 188,042 45,429 (188,042) 45,429
Minority interest................. 17,653 -- -- -- 17,653
---------- ---------- ---------- ---------- ----------
Total liabilities not subject
to compromise................. 22,981 204,577 46,896 (197,275) 77,179
LIABILITIES SUBJECT TO COMPROMISE... 117,489 392,713 11,712 (429,926) 91,988
---------- ---------- ---------- ---------- ----------
Total liabilities............... 140,470 597,290 58,608 (627,201) 169,167
---------- ---------- ---------- ---------- ----------
STOCKHOLDERS' DEFICIT............... (52,349) (23,310) (11,423) 34,733 (52,349)
---------- ---------- ---------- ---------- ----------
$ 88,121 $ 573,980 $ 47,185 $(592,468) $ 116,818
========== ========== ========== ========== ==========
F-37
92
SUMMARIZED AND CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 28, 2003
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- --------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 98 $ 14,296 $ 1,726 $ -- $ 16,120
Restricted cash and short-term
investments..................... -- 712 5,304 -- 6,016
Related party notes receivable.... 75,000 503,915 -- (578,915) --
Other current assets.............. 13,697 4,301 890 (14,269) 4,619
---------- ---------- ---------- ---------- ----------
Total current assets............ 88,795 523,224 7,920 (593,184) 26,775
---------- ---------- ---------- ---------- ----------
PROPERTY AND EQUIPMENT, NET......... -- 49,622 42,108 -- 91,730
ASSETS OF DISCONTINUED OPERATIONS... -- 2,349 -- -- 2,349
---------- ---------- ---------- ---------- ----------
$ 88,795 $ 575,195 $ 50,028 $(593,184) $ 120,834
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES NOT SUBJECT
TO COMPROMISE:
Accounts payable.................. $ -- $ 1,252 $ 88 $ -- $ 1,340
Other current liabilities......... 20 7,851 12,360 (142) 20,089
Current maturities of long-term
debt............................ -- -- 30,000 -- 30,000
Due to related parties............ -- 35,586 47 (35,633) --
Accrued loan fee.................. -- -- 7,000 -- 7,000
Investments in subsidiaries....... 3,882 -- -- (3,882) --
---------- ---------- ---------- ---------- ----------
Total liabilities not subject
to compromise................. 3,902 44,689 49,495 (39,657) 58,429
LIABILITIES SUBJECT TO COMPROMISE... 133,828 551,889 12,478 (586,855) 111,340
---------- ---------- ---------- ---------- ----------
Total liabilities............... 137,730 596,578 61,973 (626,512) 169,769
---------- ---------- ---------- ---------- ----------
MINORITY INTEREST................... 679 -- -- -- 679
STOCKHOLDERS' DEFICIT............... (49,614) (21,383) (11,945) 33,328 (49,614)
---------- ---------- ---------- ---------- ----------
$ 88,795 $ 575,195 $ 50,028 $(593,184) $ 120,834
========== ========== ========== ========== ==========
F-38
93
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- --------- ---------- ---------
Year Ended February 29, 2004:
Operating revenues................. $ -- $ 110,408 $ 12,093 $ (3,205) $ 119,296
Operating costs and expenses....... 28 108,489 8,253 (3,205) 113,565
---------- ---------- ---------- ---------- ----------
Operating income (loss).......... (28) 1,739 3,840 -- 5,731
Equity loss in consolidated
subsidiaries..................... (1,400) -- -- 1,400 --
Other income (expense):
Interest expense, net............ -- 87 (3,595) -- (3,508)
Reorganization items, net........ (1) (1,419) (22) -- (1,442)
Gain on disposal of
property and equipment......... - (117) - - (117)
Other income..................... -- -- 300 -- 300
---------- ---------- ---------- ---------- ----------
Other expense.................. (1,401) (1,449) (3,317) - (4,767)
---------- ---------- ---------- ---------- ----------
Income (loss) before minority
interest and discontinued
operations...................... (1,429) 470 523 1,400 964
Minority interest.................. 1,306 -- -- -- 1,306
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing
operations...................... (2,735) 470 523 1,400 (342)
---------- ---------- ---------- ---------- ----------
Loss from discontinued operations.. -- (2,393) -- -- (2,393)
---------- ---------- ---------- ---------- ----------
Net loss....................... $ (2,735) $ (1,923) $ 523 $ 1,400 $ (2,735)
========== ========== ========== ========== ==========
Year Ended February 28, 2003:
Operating revenues................. $ -- $ 115,737 $ 11,189 $ (3,205) $ 123,721
Operating costs and expenses....... 52 113,770 8,788 (3,205) 119,405
---------- ---------- ---------- ---------- ----------
Operating income (loss).......... (52) 1,967 2,401 -- 4,316
Equity loss in consolidated
subsidiaries..................... (7,707) -- -- 7,707 --
Other income (expense):
Interest expense, net............ -- (3,198) (4,412) -- (7,610)
Reorganization items, net........ (1) (1,008) (476) -- (1,485)
Gain on disposal of
property and equipment......... - (117) - - (117)
---------- ---------- ---------- ---------- ----------
Other expense.................. (1) (4,323) (4,888) - (9,212)
---------- ---------- ---------- ---------- ----------
Loss before minority interest
and discontinued operations..... (7,760) (2,356) (2,487) 7,707 (4,896)
Minority interest.................. 1,319 -- -- -- 1,319
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing
operations...................... (9,079) (2,356) (2,487) 7,707 (6,215)
---------- ---------- ---------- ---------- ----------
Loss from discontinued operations.. -- (2,864) -- -- (2,864)
---------- ---------- ---------- ---------- ----------
Net loss....................... $ (9,079) $ (5,220) $ (2,487) $ 7,707 $ (9,079)
========== ========== ========== ========== ==========
(continued)
F-39
94
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Continued)
(in thousands)
Year Ended February 28, 2002:
Operating revenues................. $ -- $ 121,445 $ 10,837 $ (3,098) $ 129,184
Operating costs and expenses....... 116 119,662 9,104 (3,098) 125,784
---------- ---------- ---------- ---------- ----------
Operating income (loss).......... (116) 1,783 1,733 -- 3,400
Equity loss in consolidated
subsidiaries..................... (19,404) -- -- 19,404 --
Other income (expense):
Interest expense, net............ -- (9,915) (4,472) -- (14,387)
Reorganization items, net........ -- -- (1,444) -- (1,444)
Gain on disposal of
property and equipment......... - 771 - - 771
---------- ---------- ---------- ---------- ----------
Other expense.................. - (9,144) (5,916) - (15,060)
---------- ---------- ---------- ---------- ----------
Loss before minority interest
and discontinued operations.... (19,520) (7,361) (4,183) 19,404 (11,660)
Minority interest.................. 1,228 -- -- -- 1,228
---------- ---------- ---------- ---------- ----------
LOSS FROM CONTINUING OPERATIONS.... (20,748) (7,361) (4,183) 19,404 (12,888)
---------- ---------- ---------- ---------- ----------
Loss from discontinued operations.. -- (7,860) -- -- (7,860)
---------- ---------- ---------- ---------- ----------
Net loss....................... $ (20,748) $ (15,221) $ (4,183) $ 19,404 $ (20,748)
========== ========== ========== ========== ==========
F-40
95
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED FEBRUARY 29, 2004
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $ (2,735) $ (1,922) $ 522 $ 1,400 $ (2,735)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Depreciation and amortization...... -- 7,731 321 -- 8,052
Gain on sale of fixed assets....... -- 117 -- -- 117
Equity loss in consolidated
subsidiaries..................... 1,400 - -- (1,400) --
Minority interest.................. 1,306 -- -- -- 1,306
Reorganization items, net.......... 1 1,419 22 -- 1,442
Net change in working
capital accounts................. (649) (1,673) 307 -- (2,015)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities........... (677) 5,672 1,172 -- 6,167
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (2,347) (117) -- (2,464)
Proceeds from the sale of property. -- 60 -- -- 60
Changes in restricted cash......... -- -- 2,982 -- 2,982
Maturity of short-term investments. - 322 - - 322
--------- --------- --------- --------- ---------
Net provided by (cash used) in
investing activities........... -- (1,965) 2,865 - 900
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable......... -- -- (3,551) -- (3,551)
Payment of minority interest....... (2) -- -- -- ( 2)
Change in intercompany accounts.... 674 (204) (470) - -
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... 672 (204) (4,021) - (3,553)
--------- --------- --------- --------- ---------
Net cash provided by
discontinued operations............ -- 3,128 -- 3,128
--------- --------- --------- --------- --------
NET INCREASE IN CASH
AND CASH EQUIVALENTS............... (5) 6,631 16 -- 6,642
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 98 14,296 1,726 -- 16,120
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 93 $ 20,927 $ 1,742 $ -- $ 22,762
========= ========= ========= ========= =========
F-41
96
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED FEBRUARY 28, 2003
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $ (9,079) $ (5,220) $ (2,487) $ 7,707 $ (9,079)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Depreciation and amortization...... -- 7,868 472 -- 8,340
Gain on sale of fixed assets....... -- 117 -- -- 117
Equity loss in consolidated
subsidiaries..................... 7,707 - -- (7,707) --
Minority interest.................. 1,319 -- -- -- 1,319
Reorganization items, net.......... 1 1,008 476 -- 1,485
Net change in working
capital accounts................. 3,366 2,140 481 -- 5,987
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities........... 3,314 5,913 (1,058) -- 8,169
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (4,978) (614) -- (5,592)
Proceeds from the sale of property. -- 10 2 -- 12
Changes in restricted cash......... -- 2,152 (514) -- 1,638
Purchase of short-term investments. -- (12) -- -- (12)
Maturity of short-term investments. - 75 - - 75
--------- --------- --------- --------- ---------
Net cash used in
investing activities........... -- (2,753) (1,126) - (3,879)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable......... -- (5) -- -- (5)
Payment of minority interest....... (73) -- -- -- (73)
Change in intercompany accounts.... (3,144) (766) 3,910 - -
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... (3,217) (771) 3,910 - (78)
--------- --------- --------- --------- ---------
Net cash provided by discontinued
operations......................... -- 1,799 -- -- 1,799
NET INCREASE IN CASH
AND CASH EQUIVALENTS............... 97 4,188 1,726 -- 6,011
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 1 10,108 - -- 10,109
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 98 $ 14,296 $ 1,726 $ -- $ 16,120
========= ========= ========= ========= =========
F-42
97
SUMMARIZED AND CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED FEBRUARY 28, 2002
(in thousands)
President Non- Eliminating
Casinos, Inc. Guarantors Guarantors Entries Consolidated
--------- --------- ---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $(20,748) $(15,221) $ (4,183) $ 19,404 $(20,748)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Depreciation and amortization...... -- 7,677 736 -- 8,413
Gain on sale of fixed assets....... -- (771) -- -- (771)
Equity loss in consolidated
subsidiaries..................... 19,404 - -- (19,404) --
Minority interest.................. 1,228 -- -- -- 1,228
Amortization of deferred
financing fees and discount...... 281 -- -- -- 281
Amortization of lease option....... -- 253 -- -- 253
Reorganization items, net.......... -- -- 1,444 -- 1,444
Changes in assets and liabilities.. 4,390 (1,515) 3,805 -- 6,680
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities........... 4,555 (9,577) 1,802 -- (3,220)
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property
and equipment..................... -- (3,958) (524) -- (4,482)
Proceeds from the sale of property. -- 1,710 -- -- 1,710
Change in restricted cash.......... -- (329) (2,209) -- (2,538)
Purchase of short-term investments. -- (250) -- -- (250)
Maturity of short-term investments. - 5,413 - - 5,413
--------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities........... -- 2,586 (2,733) - (147)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable......... -- (2,261) -- -- (2,261)
Payments on capital
lease obligations................ -- (2) (1) -- (3)
Change in intercompany accounts.... (4,555) 3,623 932 - -
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... (4,555) 1,360 931 - (2,264)
--------- --------- --------- --------- ---------
Net cash provided by discontinued
operations......................... -- 7,182 -- -- 7,182
NET INCREASE IN CASH
AND CASH EQUIVALENTS............... -- 1,551 - -- 1,551
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR............... 1 8,557 - -- 8,558
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF YEAR..................... $ 1 $ 10,108 $ -- $ -- $ 10,109
========= ========= ========= ========= =========
F-43
98
PRESIDENT CASINOS, INC.
(DEBTORS-IN-POSSESSION)
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended February 29/28, 2004, 2003 and 2002
(in thousands)
Additions
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions End of Year
----------- --------- ---------- --------- ---------
Allowance for Doubtful Accounts Receivable:
Year ended February 29, 2004............... $ 189 $ 135 $ (205)(a) $ 119
Year ended February 28, 2003............... 180 270 (261)(a) 189
Year ended February 28, 2002............... 236 125 (181)(a) 180
Allowance for Deferred Income Tax
Asset Valuation:
Year ended February 29, 2004............... 70,179 (268)(b) -- 69,911
Year ended February 28, 2003............... 67,345 2,834 (b) -- 70,179
Year ended February 28, 2002............... 59,089 8,256 (b) -- 67,345
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
(b) Recognition criteria under SFAS No. 109 not satisfied.
F-44
99
Deloitte & Touche LLP
One City Centre
St. Louis, Missouri 63101
Tel: (314) 342 4900
www.us.deloitte.com
[LOGO]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
The Connelly Group, L.P.:
We have audited the accompanying balance sheets of The Connelly Group, L.P., a
limited partnership, (the "Partnership") as of February 29, 2004 and February
28, 2003 and the related statements of operations, partners' preferred
redeemable capital and general capital, and cash flows for each of the three
years in the period ended February 29, 2004. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of February 29, 2004
and February 28, 2003, and the results of its operations and its cash flows
for each of the three years in the period ended February 29, 2004 in
conformity with accounting principles generally accepted in the United States
of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Financial Statement Schedule II
listed in the Index to Financial Statements and Schedules on page F-1 is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements. Financial Statement Schedule II is the
responsibility of the Partnership's management. This schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
May 21, 2004
_________
Deloitte
Touche
Tohmatsu
__________
F-45
100
THE CONNELLY GROUP, L.P.
BALANCE SHEETS
(in thousands)
Feb. 29, Feb. 28,
2004 2003
------ ------
ASSETS
Cash and cash equivalents...................... $ 71 $ 124
Receivables (net of allowance for doubtful
accounts of $0 and $45)...................... -- --
--------- ---------
$ 71 $ 124
========= =========
LIABILITIES, PARTNERS' PREFERRED REDEEMABLE
CAPITAL AND GENERAL CAPITAL
Accrued liabilities............................ 15 121
Commitments and contingent liabilities......... -- --
Partners' general capital...................... 56 3
--------- ---------
$ 71 $ 124
========= =========
See Notes to Financial Statements.
F-46
101
THE CONNELLY GROUP, L.P.
STATEMENTS OF OPERATIONS
(in thousands)
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
Operating revenues..................... $ -- $ -- $ --
--------- --------- ---------
Total operating revenues............. -- -- --
--------- --------- ---------
OPERATING COSTS AND EXPENSES:
Selling, general and administrative.... (87) (65) (188)
Management fees to related parties..... -- -- 2
--------- --------- ---------
Total operating costs and expenses... (87) (65) (186)
--------- --------- ---------
OPERATING INCOME....................... 87 65 186
--------- --------- ---------
OTHER INCOME:
Interest income........................ 1 7 57
--------- --------- ---------
Total other income................... 1 7 57
--------- --------- ---------
NET INCOME............................. $ 88 $ 72 $ 243
========= ========= =========
See Notes to Financial Statements.
F-47
102
THE CONNELLY GROUP, L.P.
STATEMENTS OF PARTNERS' PREFERRED REDEEMABLE CAPITAL
AND GENERAL CAPITAL
(in thousands)
Partners' General Capital
---------------------------------------
Partner's Limited General Total
Preferred Partner's Partner's Partners'
Redeemable General General General
Capital Capital Capital Capital
--------- --------- --------- ---------
Years Ended February 28, 2002 and
2003 and February 29, 2004:
Balance as of March 1, 2001........... $ -- $ 60 $ 1,084 $ 1,144
Net income allocated.................. -- 12 231 243
--------- --------- --------- ---------
Balance as of February 28, 2002....... -- 72 1,315 1,387
Capital distributions................. -- (73) (1,383) (1,456)
Prior years allocation true-up........ -- (3) 3 --
Net income allocated.................. -- 4 68 72
--------- --------- --------- ---------
Balance as of February 28, 2003....... -- -- 3 3
Capital distributions................. -- (2) (33) (35)
Net income allocated.................. -- 4 84 88
--------- --------- --------- ---------
Balance as of February 29, 2004....... $ -- $ 2 $ 54 $ 56
========= ========= ========= =========
See Notes to Financial Statements.
F-48
103
THE CONNELLY GROUP, L.P.
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended February 29/28,
2004 2003 2002
------ ------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................ $ 88 $ 72 $ 243
Adjustments to reconcile net income
to net cash provided by
operating activities:
Changes in assets and liabilities:
Receivables, net.................... -- -- 13
Receivables from related parties.... -- -- 33
Prepaid expenses.................... -- -- 6
Accrued liabilities................. (106) (144) (810)
Due to related parties.............. -- (24) 22
--------- --------- ---------
Net cash provided by (used in)
operating activities.................... (18) (96) (493)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Change in restricted cash............... -- 1,500 323
--------- --------- ---------
Net cash provided by investing activities. -- 1,500 323
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital distributions................... (35) (1,456) --
--------- --------- ---------
Net cash used in financing activities..... (35) (1,456) --
--------- --------- ---------
NET DECREASE IN CASH AND
CASH EQUIVALENTS........................ (53) (52) (170)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR...................... 124 176 346
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.. $ 71 $ 124 $ 176
========= ========= =========
See Notes to Financial Statements.
F-49
104
THE CONNELLY GROUP, L.P.
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands unless otherwise stated)
1. BASIS OF PRESENTATION
The Connelly Group, L.P. (the "Partnership") is a Delaware limited
partnership which was organized in January 1990. The Partnership was formed
to own, manage and operate the President Riverboat Casino, a riverboat gaming
operation, and ancillary facilities in Davenport, Iowa.
In December 1992, all preferred and general capital interests, except a
limited partner's general capital interest of 5%, were contributed by the
general partners to a newly formed corporation, President Casinos, Inc.
("PCI") in exchange for common stock of PCI. PCI subsequently transferred its
ownership interest in the Partnership to a wholly-owned subsidiary, President
Riverboat Casino-Iowa, Inc. ("PRC-Iowa"). PCI and its affiliates are engaged
in the business of owning, operating, managing and developing entertainment
oriented operations with its primary focus on gaming.
On October 10, 2000, the Partnership sold the assets of its Davenport casino
operations to Isle of Capri Casinos, Inc. and ceased gaming operations at that
time.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents -- Cash and cash equivalents include interest
earning deposits with maturities of ninety days or less at date of purchase.
Income Taxes -- The Partnership is not subject to federal and state income
taxes. Taxable income and losses of the Partnership are reportable on the
income tax returns of the respective partners.
Use of Management Estimates -- The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make certain 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 amounts of revenues and expenses during the reporting period. Actual
results may differ from those estimates.
3. PARTNER'S PREFERRED REDEEMABLE CAPITAL
The preferred redeemable capital was originally recorded at the historical
cost of assets and advances contributed by the partners which were entities
under common control and such carrying value was less than the stated value of
the preferred capital as set forth in the partnership agreement. The
Partnership accrued the difference between the recorded value and stated value
each year to the extent of available net income. The preferred redeemable
capital had cumulative distribution rights of 13% on the stated value which
were accrued as of February 28, 1998. During fiscal year 1999, the
Partnership fully redeemed the partner's preferred capital.
4. PARTNERS' GENERAL CAPITAL
The partnership agreement provides for the allocation of income (losses)
between the general partner and limited partner at 95% and 5%, respectively,
after preferred capital accounts are allocated their cumulative preferred
return and any difference between the carrying value and stated value of
F-50
105
preferred capital is accrued. The limited partner's capital account cannot be
reduced below zero.
5. RELATED PARTY TRANSACTIONS
The Partnership is related to other entities through common ownership by its
partners or principal officers. The Partnership entered into a management
advisory agreement with the general partner for advisory services related to
gaming and riverboat operations. The agreement provides for management fees
based on a percentage of revenues. There were no transactions with related
parties in 2004 or 2003. Transactions with such related parties consisted of
$2 in management fees during fiscal 2002.
6. COMMITMENTS AND CONTINGENT LIABILITIES
The Partnership was a party to legal proceedings arising in the normal
conduct of business. The statute of limitations has passed since the sale of
the Partnership's assets. Management believes that there will not be a
material adverse effect upon the Partnership's financial position as a result
of any further matters.
7. SUPPLEMENTAL CASH FLOWS DISCLOSURES
There were no material noncash investing and financing activities during
fiscal years 2004, 2003 and 2002.
No interest was paid by the Partnership during fiscal years 2004, 2003 and
2002.
F-51
106
THE CONNELLY GROUP, L.P.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended February 29/28, 2004, 2003 and 2002
(in thousands)
Additions
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions End of Year
----------- --------- ---------- ---------- -----------
Allowance for Doubtful Accounts Receivable:
Year ended February 29, 2004............... $ 45 $ -- $ (45)(a) $ --
Year ended February 28, 2003............... 54 -- (9)(a) 45
Year ended February 28, 2002............... 108 -- (54)(a) 54
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
F-52
107
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
PRESIDENT CASINOS, INC.
By: /s/ Ralph J. Vaclavik
---------------------------
Name: Ralph J. Vaclavik
Title: Senior Vice President
and Chief Financial Officer
Date: June 1, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed on this 1st day of June, 2004 by the following persons on behalf of the registrant in the
capacities indicated.
Signature Capacity
- ---------- --------
/s/ John E. Connelly Chief Executive Officer, Chairman
- -------------------------- and Director
John E. Connelly
/s/ John S. Aylsworth President, Chief Operating Officer
- -------------------------- and Director
John S. Aylsworth
/s/ Karl G. Andren Director
- --------------------------
Karl G. Andren
/s/ Royal P. Walker, Jr. Director
- --------------------------
Royal P. Walker, Jr.
/s/ Terrence L. Wirginis Vice Chairman, Vice President and Director
- --------------------------
Terrence L. Wirginis
/s/ Ralph J. Vaclavik Senior Vice President and
- -------------------------- Chief Financial Officer
Ralph J. Vaclavik
F-53
108
PRESIDENT CASINOS, INC.
EXHIBIT INDEX
Exhibits
2.1 Asset Sale Agreement, dated as of July 19, 2000, by and among The
Connelly Group, L.P. ("TCG"), TCG/Blackhawk, Inc. ("Blackhawk")
(collectively, the "Sellers"), and IOC-Davenport, Inc. and Isle
of Capri Casinos, Inc. ("Purchasers"). (23)
3.1 Restated Articles of Incorporation of the Company. (26)
3.2 By-Laws of the Company, as amended. (13)
4.1 Indenture dated as of August 26, 1994, by and among the Company,
the Guarantors and United States Trust Company of New York ("U.S.
Trust"). (6)
4.1.1 Form of Senior Exchange Note issued pursuant to Indenture. (5)
4.1.2 Warrant Agreement dated as of September 23, 1993, by and between
the Company and U.S. Trust, as Warrant agent. (4)
4.1.3 Warrant Agreement dated as of August 26, 1994, by and between the
Company and U.S. Trust. (6)
4.1.4 Subsidiary Stock Pledge and Collateral Assignment Agreement dated
as of August 26, 1994, by the Company and Subsidiary Pledgors in
favor of U.S. Trust, as collateral agent. (6)
4.2 Rights Agreement, dated as of November 20, 1997, between the
Company and ChaseMellon Shareholder Services, LLC. (16)
4.3 Agreement to Exchange Securities, dated December 3, 1998 by and
among the Company, President Riverboat Casino-Iowa, Inc.
("President Iowa"), President Riverboat Casino-Missouri, Inc.
("President Missouri"), The President Riverboat Casino-
Mississippi, Inc. ("President Mississippi"), Blackhawk, P.R.C.-
Louisiana, Inc., President Riverboat Casino-New York, Inc.
("President New York"), President Casino New Yorker, Inc., PRC
Holdings Corporation, PRC Management, Inc. ("PRC Management"),
PRCX Corporation, President Riverboat Casino-Philadelphia, Inc.
("President Philadelphia"), Vegas, Vegas, Inc., and TCG and each
holder of the Company's 13% Senior Exchange Notes due 2001. (18)
4.3.1 Indenture dated as of December 3, 1998, among The Company,
President Iowa, President Missouri, President Mississippi,
Blackhawk, P.R.C.-Louisiana, Inc., President New York, President
Casino New Yorker, Inc., PRC Holdings Corporation, PRC Management,
PRCX Corporation, President Philadelphia, Vegas, Vegas, Inc. and
TCG and U.S. Trust Company of Texas, N.A. (18)
4.4.2 President Casinos, Inc. Supplemental Indenture with respect to
$25,000,000 12% Notes due September 15, 2001. (24)
4.4.3 President Casinos, Inc. Supplemental Indenture with respect to
$75,000,000 13% Senior Notes due September 15, 2001. (24)
10.1 Amended and Restated Agreement of Limited Partnership of TCG. (1)
10.2 Agreement between the Company and John E. Connelly. (2)
10.3 Employment Agreement dated November 4, 1992, between the Company
and Mr. Connelly. (2)
10.3.1 Amendment No. 1 to Employment Agreement dated December 15, 1994,
between the Company and Mr. Connelly. (7)
10.3.2 Amended and Restated Employment Agreement, dated June 26, 1998,
by and between the Company and Mr. Connelly. (17)
* 10.4 The Company's 1992 Stock Option Plan, as amended. (5)
* 10.4.1 The Company's 1996 Amended and Restated Stock Option Plan. (11)
* 10.4.2 The Company's 1997 Stock Option Plan. (15)
* 10.4.3 The Company's 1999 Incentive Stock Plan. (21)
10.5 Management Advisory Agreement for TCG. (1)
F-54
109
10.6 Lease Agreement dated August 7, 1986, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "'Belle'
Lease"). (1)
10.6.1 Amended Lease Agreement dated July 16, 1990, amending the "Belle"
Lease. (1)
10.6.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the "Belle" Lease. (1)
10.7 Lease Agreement dated December 20, 1983 between the City of St.
Louis and S.S. Admiral Partners (the "'Admiral' Lease"). (1)
10.7.1 Amendment and Assignment of Mooring Lease dated December 12, 1990,
amending the "Admiral" Lease. (1)
10.7.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Admiral" Lease. (1)
10.8 Promissory Note (Vessel-Term) dated July 8, 1992, from President
Mississippi to Caterpillar. (3)
10.8.1 Loan Agreement dated July 31, 1992, between President Mississippi
and Caterpillar. (1)
10.8.2 Preferred Fleet Mortgage dated July 8, 1992, between President
Mississippi and Caterpillar. (1)
10.9 Form of Indemnification Agreement for Directors and Officers. (1)
10.10 Employment Agreement dated March 13, 1995, by and between the
Company and John S. Aylsworth. (7)
10.10.1 Option Agreement dated March 13, 1995, by and between Mr.
Aylsworth and the Company. (9)
10.10.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Aylsworth. (17)
10.11 Promissory Note dated February 17, 1995, from BH Acquisition Corp.
("BHAC") to PRC Management. (9)
10.11.1 Surety Agreement dated February 13, 1995, between Mr. Connelly
and PRC Management. (9)
10.11.2 Amended and Restated Promissory Note dated February 15, 1996, from
BHAC to PRC Management. (10)
10.11.3 Promissory Note dated February 15, 1996, from BHAC to PRC
Management. (10)
10.11.4 Amended and Restated Surety Agreement dated February 15, 1996,
between Mr. Connelly and PRC Management. (10)
10.11.5 Collateral Pledge Agreement dated February 15, 1996, between
Connelly Hotel Associates, Inc. and PRC Management. (10)
10.12 Employment Agreement dated November 1, 1995, by and between the
Company and James A. Zweifel. (8)
10.12.1 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Zweifel. (17)
10.13 Independent Contractor Consulting Agreement dated May 15, 1996, by
and between the Company and Mr. Wirginis. (10)
10.13.1 Employment Agreement dated May 1, 1996, by and between the Company
and Mr. Wirginis. (10)
10.13.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Wirginis. (17)
* 10.14 1998 Fiscal Year Management Incentive Plan Participant Form. (13)
10.15 Promissory Note dated July 22, 1997, by and between President
Broadwater Hotel, L.L.C. (Broadwater LLC) and Lehman Brothers
Holdings Inc. ("Lehman"). (12)
10.15.1 Redemption Agreement dated July 22, 1997, by and among J. Edward
Connelly Associates, Inc. ("JECA") and Broadwater LLC and
Broadwater Hotel, Inc. (12)
10.15.2 Indemnity Agreement dated July 22, 1997, by Broadwater LLC, the
F-55
110
Company and President Mississippi, jointly and severally, in favor
of Lehman. (12)
10.15.3 Indemnity and Guaranty Agreement dated July 22, 1997, by the
Company and President Mississippi in favor of Lehman. (15)
10.15.4 Unconditional Guaranty of Lease Obligations dated July 22, 1997,
by the Company. (12)
10.15.5 Amended and Restated Limited Liability Company Operating
Agreement, dated as of July 22, 1997, by and between JECA and
President Broadwater Hotel, Inc. (12)
10.16 Public Trust Tidelands Lease Agreement dated August 6, 1992, by
and between the Secretary of State, with the approval of the
Governor, for and on behalf of the State of Mississippi, and BHAC.
(19)
10.16.1 Amendment to Public Trust Tidelands Lease Agreement dated November
10, 1993, by and between the Secretary of State, with the approval
of the Governor, for and on behalf of the State of Mississippi,
and BHAC. (19)
10.16.2 Amendment No. 1 to the Lessee's Assignment of Public Trust
Tidelands Lease dated July 22, 1997, between JECA, successor by
merger to BHAC, and President Broadwater Hotel, LLC. (19)
10.17 Public Trust Tidelands Lease of Fast Lands dated December 31,
1996, by and between the Secretary of State, with approval of the
Governor, for and on behalf of the State of Mississippi, and BHAC.
(19)
10.17.1 Amendment No. 1 to the Lessee's Assignment of Fast Lands Lease
dated July 22, 1997, between JECA, successor by merger to BHAC
and President Broadwater Hotel, Inc. (19)
10.18 Sale and Purchase of Real Estate Agreement dated March 30, 1999,
by and among R. David Sanders, James W. Sanders, Julia Sheila
Sanders and June Sanders Clement and President Casinos, Inc. (20)
10.18.1 Deer Island Agreement dated March 30, 1999, by and between Eric
Clark and President Casinos, Inc. (20)
10.19 Relocation Funding Agreement entered into January 18, 2000, by and
among the City of St. Louis, Missouri, the Port Authority of the
City of St. Louis, President Missouri and Mercantile Bank National
Association. (22)
10.19.1 Lease and Sublease Agreement entered into January 18, 2000, among
the City of St. Louis, the Port Authority of the City of St. Louis
and President Missouri. (22)
10.19.2 Escrow Agreement made as of January 18, 2000, by and among
Mercantile Bank, President Missouri and U.S. Title Guaranty
Company, Inc. (22)
10.19.3 Escrow Agreement made as of January 18, 2000, by and among the
Port Authority of the City of St. Louis, President Missouri and
U.S. Title Guaranty Company, Inc. (22)
10.20 Agreement, dated as of October 10, 2000, entered into by and among
the Company, PRC Holdings Corporation, PRC Management, PRCX, Inc.,
President Philadelphia, P.R.C. Louisiana, Inc., Vegas Vegas, Inc.,
President New York, President Mississippi Charter Corp.,
President Missouri, President Mississippi, Broadwater Hotel, Inc.,
President Iowa, Blackhawk, President Casino New Yorker, Inc.,
TCG, and President Broadwater Hotel, LLC, and each of the
undersigned holders of the US $100.0 million 13% Senior Notes, due
September 15, 2001 issued pursuant to that certain indenture dated
as of August 26, 1994 by and between the Company and United States
Trust Company of New York, as trustee, of which US $75.0 million
F-56
111
in principal amount is outstanding, and holders of the US $25.0
million 12% Notes, due September 15, 2001 issued pursuant to that
certain indenture dated as of December 3, 1998, by and between the
Company and U.S. Trust Company of Texas, N.A., as trustee. (23)
10.21 Bareboat charter and purchase agreement, dated March, 29, 2001, by
and between President New York and Southern Gaming, LLC. (25)
10.22 Purchase agreement, dated April 30, 2001, by and between President
Missouri and the Bi-State Development Agency of the Missouri-
Illinois Metropolitan District. (25)
10.23 Amended and Restated Promissory Note dated as of May 28, 2003 by
and between President Broadwater Hotel, LLC and Lehman Brothers
Holdings Inc. (27)
10.23.1 Amended and Restated Deed of Trust, Security Agreement and
Fixture Filing made as of the 28th day of May, 2003, by
President Broadwater Hotel, LLC for the benefit of Lehman
Brothers Holdings Inc. (27)
10.23.2 Amended and Restated Security Agreement and Lockbox Agreement
dated as of May 28,2003 by and among President Broadwater Hotel,
LLC, Lehman Brothers Holdings Inc. and Trimont Real Estate
Advisors. (27)
10.23.3 Amended and Restated Security Agreement and Assignment of
Contractual Agreements Affecting Real Estate made as of May 28,
2003, by President Broadwater Hotel, LLC in favor of Lehman
Brothers Holdings Inc. (27)
10.24 Riverboat Casino Sale and Purchase Agreement entered into as of
25th day of September, 2003, by and between President Missouri,
debtor-in-possession in Case No. 02-53404-SEG pending in the
United States Bankruptcy Court for the Eastern District of
Missouri, and STLP, L.L.C. (28)
10.24.1 Eighth Amendment to Riverboat Casino Sale and Purchase Agreement
entered into as of the 2nd day of December, 2003, by and between
President Missouri, debtor-in-possession in Case No. 02-53404-SEG
pending in the United States Bankruptcy Court for the Eastern
District of Missouri, and IOC-City of St. Louis, LLC, f/k/a STLP,
L.L.C. (31)
10.25 Agreement for Sale and Purchase of Real and Personal Property,
Dated June 2, 2003, between President Broadwater Hotel, LLC and
A.D. Julden Enterprises, LLC. (29)
10.25.1 Amendment to Agreement for Sale and Purchase of Real and
Personal Property, dated August 29, 2003, between President
Broadwater Hotel, LLC and A.D. Julden Enterprises, LLC. (29)
10.25.2 Second Amendment to Agreement for Sale and Purchase of Real and
Personal Property, dated October 8, 2003, between President
Broadwater Hotel, LLC and A.D. Julden Enterprises, LLC. (29)
10.25.3 Third Amendment to Agreement for Sale and Purchase of Real and
Personal Property, effective October 23, 2003, by and between
President Broadwater Hotel, LLC and A. D. Juldan Enterprises,
LLC. (30)
21 Schedule of subsidiaries of the Company.
23.1 Consent of Deloitte & Touche, L.L.P. with respect to the Company's
Registration Statements on Form S-8, as filed on June 8, 1994,
January 8, 1998 and October 10, 2001.
31.1 Certification of Chief Executive Officer Pursuant to 18 Rule
131-14(a) under the Securities Exchange Act of 1934, as amended.
31.2 Certification of Chief Financial Officer Pursuant to 18 Rule
131-14(a) under the Securities Exchange Act of 1934, as amended.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
F-57
112
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
__________________
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-48446) filed on June 5, 1992.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-1 (Registration No. 33-63174), filed on May 21, 1993.
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1993 filed on June 1, 1993.
(4) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-71332) filed November 5, 1993.
(5) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated June 8, 1994.
(6) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-86386) filed November 15, 1994.
(7) Incorporated by reference from the Company's Report on Form 8-K dated
March 16, 1995.
(8) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1995 filed January 12,
1996.
(9) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1995 filed on May 30, 1995.
(10) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 29, 1996 filed on May 30, 1996.
(11) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1996 filed January 14,
1997.
(12) Incorporated by reference from the Company's Report on Form 8-K dated
July 24, 1997.
(13) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1997 filed October 10,
1997.
(14) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1997 filed January 14,
1998.
(15) Incorporated by reference from the Company's Definitive Proxy Statement
for the 1997 Annual Meeting of Stockholders.
(16) Incorporated by reference from the Company's Registration Statement on
Form 8-A dated December 5, 1997.
(17) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1998 filed October 15,
1998.
(18) Incorporated by reference from the Company's Report on Form 8-K
dated December 15, 1998.
(19) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1999 filed on May 28, 1999.
(20) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended May 31, 1999 filed July 12, 1999.
(21) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1999 filed October 15,
1999.
F-58
113
(22) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 29, 2000 on May 30, 2000.
(23) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 2000 filed October 19,
2000.
(24) Incorporated by reference from the Company's Report on Form 8-K dated
November 22, 2000.
(25) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 2001 on May 29, 2001.
(26) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated October 10, 2001.
(27) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended May 31, 2003 filed July 14, 2003.
(28) Incorporated by reference from the Company's Report on Form 8-K dated
September 25, 2003.
(29) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 2003 filed October 10,
2003.
(30) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 2003 filed January 14,
2004.
(31) Incorporated by reference from the Company's Report on Form 8-K dated
December 30, 2003.
* Compensatory plan filed as an exhibit pursuant to Item 14(c) of this
report.
F-59