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8-K - 8-K - AMERISTAR CASINOS INCa13-4277_18k.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

CONTACT:

Tom Steinbauer

Senior Vice President, Chief Financial Officer

Ameristar Casinos, Inc.

702-567-7000

 

Ameristar Casinos reports 4Q and full-year 2012 results

 

·                  Net Revenues declined YOY by $7.3 million (2.5%) for 4Q and $19.3 million (1.6%) for the year

 

·                  Adjusted EBITDA decreased YOY by $3.9 million (4.6%) for 4Q and $3.6 million (1.0%) for the year

 

·                  Majority of properties improved both 4Q and Full-Year Adjusted EBITDA Margins YOY

 

·                  Adjusted EPS increased YOY by $0.11 (52.4%) for 4Q and $0.36 (20.7%) for the year

 

·                  Progress made toward completion of pending merger with Pinnacle Entertainment, Inc.

 

LAS VEGAS, Thursday, Feb. 7, 2013 – Ameristar Casinos, Inc. (NASDAQ-GS: ASCA) today announced financial results for the fourth quarter and year ended Dec. 31, 2012.

 

Fourth Quarter 2012 Results

 

Consolidated net revenues for the fourth quarter decreased year over year by $7.3 million (2.5%), to $288.8 million.  New competition in Kansas City and a more challenging competitive environment in the Chicagoland market adversely impacted the quarterly results. Net revenues for Kansas City and East Chicago decreased $4.5 million (8.1%) and $2.0 million (3.7%), respectively, representing 88.1% of the consolidated net revenue decline from the fourth quarter of 2011.  The Jackpot properties had a year-over-year net revenue decline of $0.8 million (5.8%), mostly as a result of lower than expected slot hold.  The year-over-year variances in net revenues at the other four properties were relatively modest, with declines at Council Bluffs and Vicksburg and increases at Black Hawk and St. Charles.

 

Please refer to the tables beginning on page 13 of this release for the reconciliation of the non-GAAP financial measures Adjusted EBITDA and Adjusted EPS reported throughout this release.  Additionally, more information on these non-GAAP financial measures can be found under the caption “Use of Non-GAAP Financial Measures” at the end of this release.

 



 

For the fourth quarter of 2012, consolidated Adjusted EBITDA decreased $3.9 million (4.6%) from the prior-year fourth quarter.  The combined effects of new competition in the Kansas City market, a favorable property tax adjustment in Black Hawk in the prior-year fourth quarter and a year-over-year increase in the gaming tax rate in Colorado accounted for $3.1 million, or 80.8% of the year-over-year consolidated Adjusted EBITDA decline.  The balance of the decline is substantially attributable to $0.7 million in expenses related to our recently terminated efforts to pursue a gaming license in western Massachusetts, as Adjusted EBITDA at each of our other properties and other corporate expense were relatively stable year over year.  Fourth quarter 2012 Adjusted EBITDA excludes the impact of an $8.6 million impairment of the land value in Springfield, Massachusetts, $6.7 million in merger costs, $0.9 million in expensed design costs and $0.2 million in non-capitalizable costs associated with the development of our luxury casino resort in Lake Charles, La.

 

Consolidated Adjusted EBITDA margin decreased from 28.4% in the fourth quarter of 2011 to 27.8% in the current-year fourth quarter, which is within what we consider to be the normal range of fluctuation for our operating performance due to the uncontrollable nature of various factors that can affect revenue and certain expenses.  We generated operating income of $32.5 million in the fourth quarter of 2012, compared to $44.1 million in the same period in 2011.

 

For the quarter ended Dec. 31, 2012, we reported net income of $1.2 million, compared to net income of $7.4 million for the same period in 2011.  Diluted earnings per share were $0.04 for the fourth quarter of 2012, compared to diluted earnings per share of $0.22 in the prior-year fourth quarter.  Our Adjusted EPS of $0.32 for the quarter ended Dec. 31, 2012 represents an increase of $0.11 over Adjusted EPS for the 2011 fourth quarter.  The year-over-year improvement in Adjusted EPS was mostly attributable to a lower effective income tax rate and a reduction in non-cash stock-based compensation expense, which was elevated in the 2011 fourth quarter from the accelerated recognition of expense resulting from certain equity award modifications.

 

2



 

Our St. Charles property posted year-over-year growth in all three of our key property financial metrics - net revenues, Adjusted EBITDA and Adjusted EBITDA margin.  As anticipated, an Interstate 70 bridge maintenance project resulted in the closure of four of the 10 lanes near our property commencing in November 2012 for approximately one year.  Although disruption from this maintenance project did not appear to significantly impact the property’s performance during the fourth quarter of 2012, the nearest competitor underwent an ownership change at about the same time as the partial closure of the bridge, and this competitor was closed intermittently during the transition to facilitate system changes.  The competing property is currently in the process of rebranding and is undergoing some renovations to its casino floor.  As a result, the fourth quarter results may not reflect the level of disruption our St. Charles property will experience from the bridge maintenance project for the duration of the project.

 

3



 

Full Year 2012 Results

 

Consolidated net revenues for fiscal year 2012 were $1.20 billion, a $19.3 million (1.6%) decrease from $1.21 billion in 2011. Consolidated Adjusted EBITDA for 2012 declined $3.6 million (1.0%) from 2011, to $361.6 million.  Slightly more than one-third of this variance is attributable to $1.3 million in expenses related to the now-terminated pursuit of a Massachusetts gaming license. Excluding those expenses and the results of our properties in Kansas City and East Chicago that were adversely impacted by the competitive environment changes for most of 2012, annual consolidated net revenues and consolidated Adjusted EBITDA improved year over year by $6.4 million (0.8%) and $4.1 million (1.7%), respectively.  In 2012, Black Hawk, Council Bluffs and Vicksburg improved from the prior year in all three of our key property financial metrics.

 

Our efficient operating model produced an increase in consolidated Adjusted EBITDA margin from 30.1% in 2011 to 30.3% in 2012, notwithstanding the Massachusetts development expenses.  The majority of our properties improved Adjusted EBITDA margin from 2011.

 

For the full year, consolidated net income increased from $6.8 million in 2011 to $76.3 million in 2012.  The pre-tax impairment charge of $8.6 million relating to the Massachusetts land negatively affected 2012 net income by $5.1 million on an after-tax basis.  A pre-tax loss on early retirement of debt of $85.3 million ($55.1 million on an after-tax basis) adversely impacted 2011.

 

Adjusted EPS was $2.10 for the year ended Dec. 31, 2012, compared to $1.74 for 2011.  Adjusted EPS for 2012 was favorably impacted by the reduction from 2011 of approximately 7.4 million weighted-average diluted shares outstanding, a lower effective income tax rate and a decrease in stock-based compensation expense.

 

4



 

Ameristar Casino Resort Spa Lake Charles

 

Construction of Ameristar Casino Resort Spa Lake Charles began on July 20, 2012 and is expected to open in the third quarter of 2014.  The resort is being developed on a leased 243-acre site and will include a casino with approximately 1,600 slot machines and 60 table games, a hotel with 700 guest rooms (including 70 suites), a variety of food and beverage outlets, an 18-hole golf course, a tennis club, swimming pools, a spa and other resort amenities, and approximately 3,000 parking spaces, 1,000 of which will be in a garage.

 

The cost of the project (including the purchase price) is expected to be between $560 million and $580 million, excluding capitalized interest and pre-opening expenses.  Through Dec. 31, 2012, total invested capital in the Lake Charles project was $107.4 million, including purchase price, capital expenditures and escrow deposits.  To date, we have not made any borrowings under our revolving credit facility related to the Lake Charles project.

 

Additional Financial Information

 

Cash and Cash Equivalents.  At Dec. 31, 2012, total cash was $89.4 million, representing an increase of $3.7 million from total cash as of Dec. 31, 2011.

 

Debt.  At Dec. 31, 2012, the face amount of our outstanding debt was $1.92 billion, a decrease of $15.4 million from Dec. 31, 2011. Net repayments in the fourth quarter of 2012 totaled $3.0 million.  As of Dec. 31, 2012, we had $496.0 million available for borrowing under the revolving credit facility.  At Dec. 31, 2012, our Total Net Leverage Ratio (as defined in the senior credit facility) was required to be no more than 6.50:1.  As of that date, our Total Net Leverage Ratio was 5.08:1.

 

Capital Expenditures.  For the quarters ended Dec. 31, 2012 and 2011, capital expenditures totaled $50.0 million and $36.5 million, respectively.  Fourth quarter 2012 capital expenditures included $31.6 million associated with the Lake Charles construction project. The fourth quarter 2011 capital expenditures included a $9.3 million litigation settlement payment to the general contractor for our St. Charles hotel construction project completed in 2008.  For the years ended Dec. 31, 2012 and 2011, capital expenditures were $133.1 million and $82.6 million, respectively.

 

5



 

Dividends.  During the fourth quarter of 2012, our Board of Directors declared a cash dividend of $0.125 per share, which we paid on Dec. 14, 2012.  On Feb. 6, 2013, the Board declared a cash dividend of $0.125 per share, payable on March 15, 2013 to stockholders of record on Feb. 28, 2013.

 

Outlook

 

In the first quarter of 2013, we currently expect:

 

·

depreciation to range from $24.5 million to $25.5 million.

 

 

·

interest expense, net of capitalized interest, to be between $28.5 million and $29.5 million, including non-cash interest expense of approximately $1.3 million.

 

 

·

the combined state and federal income tax rate to be in the range of 40% to 42%.

 

 

·

capital spending of $49.0 million to $54.0 million, including approximately $15.0 million for maintenance capital expenditures and $36.0 million related to Lake Charles design and construction costs.

 

 

·

non-cash stock-based compensation expense of $3.6 million to $4.1 million.

 

 

·

corporate expense, including merger costs and excluding corporate’s portion of non-cash stock-based compensation expense, to be between $13.5 million and $14.0 million.

 

6



 

Pending Merger

 

As previously announced, on Dec. 20, 2012, Ameristar Casinos, Inc. entered into an agreement and plan of merger with Pinnacle Entertainment, Inc., pursuant to which Pinnacle will acquire all of the outstanding common shares of Ameristar for $26.50 per share in cash.  The merger is subject to customary closing conditions, required regulatory approvals and approval by Ameristar’s stockholders. The transaction is expected to close in the second or third quarter of 2013.

 

Ameristar and Pinnacle filed the required Hart-Scott-Rodino premerger notification and report forms on Jan. 11, 2013.  Pinnacle has filed applications for regulatory approvals as required under applicable gaming laws.  On Feb. 1, 2013, Ameristar filed a preliminary proxy statement with the Securities and Exchange Commission (SEC) relating to a special meeting of Ameristar’s stockholders to consider and approve the merger agreement.  No assurance can be given that the merger will be completed.

 

Additional Information about the Pending Merger and Where to Find It

 

This press release may be deemed to be solicitation material in respect of the pending merger of Pinnacle and Ameristar.  In connection with the proposed merger, Ameristar has filed a preliminary proxy statement with the SEC and will later file a definitive proxy statement and mail it to its stockholders.  INVESTORS AND AMERISTAR’S STOCKHOLDERS ARE URGED TO READ CAREFULLY THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND OTHER PROXY MATERIALS THAT AMERISTAR FILES WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERISTAR, THE MERGER AND RELATED MATTERS.  The preliminary and definitive proxy statements and other relevant materials, and any other documents filed by Ameristar with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.  In addition, stockholders can obtain free copies of the proxy statement from Ameristar by contacting Ameristar’s Investor Relations Department by telephone at (702) 567-7000, or by mail at Ameristar Casinos, Inc., 3773 Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada 89169, Attention: Investor Relations Department, or at Ameristar’s website at www.ameristar.com.

 

7



 

Participants in the Solicitation

 

Ameristar and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of Ameristar in connection with the pending merger.  Information about Ameristar’s directors and executive officers is included in our Annual Report on Form 10-K for the year ended Dec. 31, 2011 and the proxy statement for our 2012 Annual Meeting of Stockholders, filed with the SEC on April 30, 2012.  Additional information regarding the interests of Ameristar’s directors and executive officers in the merger is included in the preliminary proxy statement for the special meeting of Ameristar’s stockholders and will be included in the definitive proxy statement described above.

 

Forward-Looking Information

 

This release contains certain forward-looking information that generally can be identified by the context of the statement or the use of forward-looking terminology, such as “believes,” “estimates,” “anticipates,” “intends,” “expects,” “plans,” “is confident that,” “should,” “could,” “would,” “will” or words of similar meaning, with reference to Ameristar or our management.  Similarly, statements that describe our future plans, objectives, strategies, financial results or position, operational expectations or goals are forward-looking statements.  It is possible that our expectations may not be met due to various factors, many of which are beyond our control, and we therefore cannot give any assurance that such expectations will prove to be correct.    For a discussion of relevant factors, risks and uncertainties that could materially affect our future results, attention is directed to “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended Dec. 31, 2011, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2012, and “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

 

8



 

On a monthly basis, gaming regulatory authorities in certain states in which we operate publish gross gaming revenue and/or certain other financial information for the gaming facilities that operate within their respective jurisdictions.  Because various factors in addition to our gross gaming revenue (including operating costs, promotional allowances and corporate and other expenses) influence our operating income, Adjusted EBITDA and diluted earnings per share, such reported information, as it relates to Ameristar, may not accurately reflect the results of our operations for such periods or for future periods.

 

About Ameristar

 

Ameristar Casinos is an innovative casino gaming company featuring the newest and most popular slot machines.  Our 7,200 dedicated team members pride themselves on delivering consistently friendly and appreciative service to our guests.  We continuously strive to increase the loyalty of our guests through the quality of our slot machines, table games, hotel, dining and other leisure offerings.  Our eight casino hotel properties primarily serve guests from Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Nebraska and Nevada.  We began construction on our ninth property, a casino resort in Lake Charles, La., in July 2012, which we expect will open in the third quarter of 2014.  We have been a public company since 1993, and our stock is traded on the Nasdaq Global Select Market.  We generate more than $1 billion in net revenues annually.

 

Visit Ameristar Casinos’ website at www.ameristar.com (which shall not be deemed to be incorporated in or a part of this news release).

 

9



 

AMERISTAR CASINOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

REVENUES:

 

 

 

 

 

 

 

 

 

Casino

 

$

298,498

 

$

305,040

 

$

1,228,958

 

$

1,248,616

 

Food and beverage

 

36,037

 

34,067

 

139,565

 

138,192

 

Rooms

 

19,152

 

18,842

 

77,698

 

77,870

 

Other

 

6,653

 

6,954

 

27,957

 

28,905

 

 

 

360,340

 

364,903

 

1,474,178

 

1,493,583

 

Less: promotional allowances

 

(71,513

)

(68,741

)

(278,957

)

(279,077

)

Net revenues

 

288,827

 

296,162

 

1,195,221

 

1,214,506

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Casino

 

134,385

 

135,113

 

537,862

 

548,635

 

Food and beverage

 

13,599

 

14,484

 

53,634

 

54,414

 

Rooms

 

2,031

 

2,340

 

8,121

 

8,266

 

Other

 

2,452

 

2,701

 

9,761

 

10,669

 

Selling, general and administrative

 

68,337

 

69,808

 

251,395

 

259,151

 

Depreciation and amortization

 

25,761

 

27,264

 

106,317

 

105,922

 

Impairment of fixed assets

 

9,563

 

245

 

9,563

 

245

 

Net loss (gain) on disposition of assets

 

208

 

79

 

408

 

(45

)

Total operating expenses

 

256,336

 

252,034

 

977,061

 

987,257

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

32,491

 

44,128

 

218,160

 

227,249

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income

 

5

 

12

 

44

 

15

 

Interest expense, net of capitalized interest

 

(29,383

)

(27,090

)

(114,740

)

(106,623

)

Loss on early retirement of debt

 

 

 

 

(85,311

)

Other

 

 

508

 

835

 

(784

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAX PROVISION

 

3,113

 

17,558

 

104,299

 

34,546

 

Income tax provision

 

1,898

 

10,179

 

27,964

 

27,752

 

NET INCOME

 

$

1,215

 

$

7,379

 

$

76,335

 

$

6,794

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

$

0.23

 

$

2.32

 

$

0.17

 

Diluted

 

$

0.04

 

$

0.22

 

$

2.26

 

$

0.17

 

 

 

 

 

 

 

 

 

 

 

CASH DIVIDENDS DECLARED PER SHARE

 

$

0.125

 

$

0.105

 

$

0.50

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED-AVERAGE SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

32,837

 

32,681

 

32,906

 

40,242

 

Diluted

 

34,225

 

34,014

 

33,743

 

41,136

 

 

10



 

AMERISTAR CASINOS, INC. AND SUBSIDIARIES

SUMMARY CONSOLIDATED FINANCIAL DATA

(Dollars in Thousands)

(Unaudited)

 

 

 

December 31, 2012

 

December 31, 2011

 

Balance sheet data

 

 

 

 

 

Cash and cash equivalents

 

$

 89,392

 

$

 85,719

 

Total assets

 

$

 2,074,274

 

$

 2,012,039

 

Total debt, including net discount of $926 and $8,258

 

$

 1,917,979

 

$

 1,926,064

 

Stockholders’ deficit

 

$

 (22,259

)

$

 (90,578

)

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Consolidated cash flow information

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

20,901

 

$

44,070

 

$

223,970

 

$

253,349

 

Net cash used in investing activities

 

$

(41,359

)

$

(33,608

)

$

(180,824

)

$

(52,283

)

Net cash used in financing activities

 

$

(6,461

)

$

(16,658

)

$

(39,473

)

$

(186,533

)

 

 

 

 

 

 

 

 

 

 

Net revenues

 

 

 

 

 

 

 

 

 

Ameristar St. Charles

 

$

66,424

 

$

66,129

 

$

268,928

 

$

269,759

 

Ameristar Kansas City

 

51,435

 

55,939

 

211,791

 

226,054

 

Ameristar Council Bluffs

 

40,262

 

40,675

 

166,003

 

164,523

 

Ameristar Black Hawk

 

38,649

 

38,143

 

160,212

 

153,203

 

Ameristar Vicksburg

 

27,701

 

28,133

 

119,766

 

118,094

 

Ameristar East Chicago

 

50,817

 

52,773

 

210,482

 

221,893

 

Jackpot Properties

 

13,539

 

14,370

 

58,039

 

60,980

 

Consolidated net revenues

 

$

288,827

 

$

296,162

 

$

1,195,221

 

$

1,214,506

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

Ameristar St. Charles

 

$

15,159

 

$

14,347

 

$

68,163

 

$

68,908

 

Ameristar Kansas City

 

13,698

 

15,268

 

61,400

 

66,088

 

Ameristar Council Bluffs

 

13,474

 

13,977

 

60,635

 

57,962

 

Ameristar Black Hawk

 

8,607

 

9,877

 

40,733

 

37,562

 

Ameristar Vicksburg

 

7,828

 

7,923

 

39,719

 

38,365

 

Ameristar East Chicago

 

5,002

 

3,920

 

21,100

 

22,445

 

Jackpot Properties

 

2,418

 

2,419

 

11,567

 

13,642

 

Corporate and other

 

(33,695

)

(23,603

)

(85,157

)

(77,723

)

Consolidated operating income

 

$

32,491

 

$

44,128

 

$

218,160

 

$

227,249

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

Ameristar St. Charles

 

$

22,531

 

$

22,333

 

$

96,231

 

$

96,885

 

Ameristar Kansas City

 

17,433

 

19,195

 

76,159

 

81,448

 

Ameristar Council Bluffs

 

15,598

 

15,671

 

68,816

 

66,182

 

Ameristar Black Hawk

 

13,160

 

14,518

 

58,770

 

56,009

 

Ameristar Vicksburg

 

11,783

 

11,773

 

54,768

 

53,361

 

Ameristar East Chicago

 

8,531

 

8,477

 

38,853

 

39,921

 

Jackpot Properties

 

3,894

 

4,119

 

17,279

 

19,507

 

Corporate and other

 

(12,540

)

(11,834

)

(49,291

)

(48,177

)

Consolidated Adjusted EBITDA

 

$

80,390

 

$

84,252

 

$

361,585

 

$

365,136

 

 

11



 

AMERISTAR CASINOS, INC. AND SUBSIDIARIES

SUMMARY CONSOLIDATED FINANCIAL DATA - CONTINUED

(Dollars in Thousands)

(Unaudited)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Operating income margins (1)

 

 

 

 

 

 

 

 

 

Ameristar St. Charles

 

22.8

%

21.7

%

25.3

%

25.5

%

Ameristar Kansas City

 

26.6

%

27.3

%

29.0

%

29.2

%

Ameristar Council Bluffs

 

33.5

%

34.4

%

36.5

%

35.2

%

Ameristar Black Hawk

 

22.3

%

25.9

%

25.4

%

24.5

%

Ameristar Vicksburg

 

28.3

%

28.2

%

33.2

%

32.5

%

Ameristar East Chicago

 

9.8

%

7.4

%

10.0

%

10.1

%

Jackpot Properties

 

17.9

%

16.8

%

19.9

%

22.4

%

Consolidated operating income margin

 

11.2

%

14.9

%

18.3

%

18.7

%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margins (2)

 

 

 

 

 

 

 

 

 

Ameristar St. Charles

 

33.9

%

33.8

%

35.8

%

35.9

%

Ameristar Kansas City

 

33.9

%

34.3

%

36.0

%

36.0

%

Ameristar Council Bluffs

 

38.7

%

38.5

%

41.5

%

40.2

%

Ameristar Black Hawk

 

34.1

%

38.1

%

36.7

%

36.6

%

Ameristar Vicksburg

 

42.5

%

41.8

%

45.7

%

45.2

%

Ameristar East Chicago

 

16.8

%

16.1

%

18.5

%

18.0

%

Jackpot Properties

 

28.8

%

28.7

%

29.8

%

32.0

%

Consolidated Adjusted EBITDA margin

 

27.8

%

28.4

%

30.3

%

30.1

%

 


(1)         Operating income margin is operating income (loss) as a percentage of net revenues.

 

(2)         Adjusted EBITDA margin is Adjusted EBITDA as a percentage of net revenues.

 

12



 

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED EBITDA

(Dollars in Thousands) (Unaudited)

 

     The following tables set forth reconciliations of operating income (loss), a GAAP financial measure, to Adjusted EBITDA, a non GAAP financial measure.

 

Three Months Ended December 31, 2012

 

 

 

Operating
Income (Loss)

 

Depreciation
and
Amortization

 

Impairment
Loss and Loss
(Gain) on
Disposition of
Assets

 

Stock-Based
Compensation

 

Non-Operational
Professional Fees

 

Non-Capitalizable
Lake Charles
Development
Costs

 

Adjusted EBITDA

 

Ameristar St. Charles

 

$

15,159

 

$

7,096

 

$

 

$

276

 

$

 

$

 

$

22,531

 

Ameristar Kansas City

 

13,698

 

3,396

 

9

 

330

 

 

 

17,433

 

Ameristar Council Bluffs

 

13,474

 

1,904

 

12

 

208

 

 

 

15,598

 

Ameristar Black Hawk

 

8,607

 

4,370

 

 

183

 

 

 

13,160

 

Ameristar Vicksburg

 

7,828

 

3,726

 

 

229

 

 

 

11,783

 

Ameristar East Chicago

 

5,002

 

3,278

 

(7

)

258

 

 

 

8,531

 

Jackpot Properties

 

2,418

 

1,283

 

 

193

 

 

 

3,894

 

Corporate and other

 

(33,695

)

708

 

9,757

 

3,828

 

6,669

 

193

 

(12,540

)

Consolidated

 

$

32,491

 

$

25,761

 

$

9,771

 

$

5,505

 

$

6,669

 

$

193

 

$

80,390

 

 

Three Months Ended December 31, 2011

 

 

 

Operating
Income (Loss)

 

Depreciation
and
Amortization

 

Impairment
Loss and
(Gain) Loss on
Disposition of
Assets

 

Stock-Based 
Compensation

 

Deferred 
Compensation
Plan Expense (1)

 

Net River Flooding
(Reimbursements)
Expenses (2)

 

Adjusted EBITDA

 

Ameristar St. Charles

 

$

14,347

 

$

7,468

 

$

(10

)

$

528

 

$

 

$

 

$

22,333

 

Ameristar Kansas City

 

15,268

 

3,700

 

 

227

 

 

 

19,195

 

Ameristar Council Bluffs

 

13,977

 

1,885

 

 

303

 

 

(494

)

15,671

 

Ameristar Black Hawk

 

9,877

 

4,401

 

 

240

 

 

 

14,518

 

Ameristar Vicksburg

 

7,923

 

3,546

 

 

303

 

 

1

 

11,773

 

Ameristar East Chicago

 

3,920

 

4,337

 

89

 

131

 

 

 

8,477

 

Jackpot Properties

 

2,419

 

1,283

 

 

417

 

 

 

4,119

 

Corporate and other

 

(23,603

)

644

 

245

 

10,186

 

694

 

 

(11,834

)

Consolidated

 

$

44,128

 

$

27,264

 

$

324

 

$

12,335

 

$

694

 

$

(493

)

$

84,252

 

 


(1) Deferred compensation plan expense represents the change in the Company’s non-cash liability based on plan participant investment results. This expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

 

(2) River flooding expenses are net of insurance reimbursements and represent non-capitalizable costs incurred to reduce exposure to significant property damage from extraordinary flood levels, as well as required flood cleanup costs.

 

13



 

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED EBITDA - CONTINUED

(Dollars in Thousands) (Unaudited)

 

Year Ended December 31, 2012

 

 

 

Operating
Income (Loss)

 

Depreciation
and
Amortization

 

Impairment
Loss and
(Gain) Loss on
Disposition of
Assets

 

Stock-Based
Compensation

 

Deferred
Compensation
Plan Expense (1)

 

Non-
Operational
Professional
Fees

 

Non-
Capitalizable
Lake Charles
Development
Costs

 

Net River
Flooding
Expenses (2)

 

Adjusted
EBITDA

 

Ameristar St. Charles

 

$

68,163

 

$

27,488

 

$

(150

)

$

730

 

$

 

$

 

$

 

$

 

$

96,231

 

Ameristar Kansas City

 

61,400

 

14,248

 

(100

)

611

 

 

 

 

 

76,159

 

Ameristar Council Bluffs

 

60,635

 

7,844

 

(88

)

558

 

 

 

 

(133

)

68,816

 

Ameristar Black Hawk

 

40,733

 

17,618

 

(72

)

491

 

 

 

 

 

58,770

 

Ameristar Vicksburg

 

39,719

 

14,428

 

(1

)

622

 

 

 

 

 

54,768

 

Ameristar East Chicago

 

21,100

 

16,559

 

603

 

591

 

 

 

 

 

38,853

 

Jackpot Properties

 

11,567

 

5,149

 

22

 

541

 

 

 

 

 

17,279

 

Corporate and other

 

(85,157

)

2,983

 

9,757

 

14,109

 

1,227

 

6,669

 

1,121

 

 

(49,291

)

Consolidated

 

$

218,160

 

$

106,317

 

$

9,971

 

$

18,253

 

$

1,227

 

$

6,669

 

$

1,121

 

$

(133

)

$

361,585

 

 

Year Ended December 31, 2011

 

 

 

Operating
Income (Loss)

 

Depreciation
and
Amortization

 

Impairment
Loss and
(Gain) Loss on
Disposition of
Assets

 

Stock-Based
Compensation

 

Deferred
Compensation
Plan Expense (1)

 

Non-
Operational
Professional
Fees

 

Net River
Flooding
Expenses (2)

 

Adjusted
EBITDA

 

 

 

Ameristar St. Charles

 

$

68,908

 

$

26,922

 

$

(6

)

$

1,052

 

$

 

$

 

$

9

 

$

96,885

 

 

 

Ameristar Kansas City

 

66,088

 

14,855

 

(80

)

585

 

 

 

 

81,448

 

 

 

Ameristar Council Bluffs

 

57,962

 

7,542

 

(105

)

670

 

 

 

113

 

66,182

 

 

 

Ameristar Black Hawk

 

37,562

 

17,834

 

(21

)

634

 

 

 

 

56,009

 

 

 

Ameristar Vicksburg

 

38,365

 

13,997

 

(1

)

750

 

 

 

250

 

53,361

 

 

 

Ameristar East Chicago

 

22,445

 

16,854

 

156

 

466

 

 

 

 

39,921

 

 

 

Jackpot Properties

 

13,642

 

5,068

 

13

 

784

 

 

 

 

19,507

 

 

 

Corporate and other

 

(77,723

)

2,850

 

244

 

19,404

 

75

 

6,973

 

 

(48,177

)

 

 

Consolidated

 

$

227,249

 

$

105,922

 

$

200

 

$

24,345

 

$

75

 

$

6,973

 

$

372

 

$

365,136

 

 

 

 


(1) Deferred compensation plan expense represents the change in the Company’s non-cash liability based on plan participant investment results.  This expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

 

(2) River flooding expenses are net of insurance reimbursements and represent non-capitalizable costs incurred to reduce exposure to significant property damage from extraordinary flood levels, as well as required flood cleanup costs.

 

14



 

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(Dollars in Thousands) (Unaudited)

 

The following table sets forth a reconciliation of consolidated net income, a GAAP financial measure, to consolidated Adjusted EBITDA, a non-GAAP financial measure.

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

1,215

 

$

7,379

 

$

76,335

 

$

6,794

 

Income tax provision

 

1,898

 

10,179

 

27,964

 

27,752

 

Interest expense, net of capitalized interest

 

29,383

 

27,090

 

114,740

 

106,623

 

Interest income

 

(5

)

(12

)

(44

)

(15

)

Other

 

 

(508

)

(835

)

784

 

Net loss (gain) on disposition of assets

 

208

 

79

 

408

 

(45

)

Impairment of fixed assets

 

9,563

 

245

 

9,563

 

245

 

Depreciation and amortization

 

25,761

 

27,264

 

106,317

 

105,922

 

Stock-based compensation

 

5,505

 

12,335

 

18,253

 

24,345

 

Non-operational professional fees

 

6,669

 

 

6,669

 

6,973

 

Non-capitalizable Lake Charles development costs

 

193

 

 

1,121

 

 

Deferred compensation plan expense

 

 

694

 

1,227

 

75

 

Loss on early retirement of debt

 

 

 

 

85,311

 

Net river flooding (reimbursements) expenses

 

 

(493

)

(133

)

372

 

Adjusted EBITDA

 

$

80,390

 

$

84,252

 

$

361,585

 

$

365,136

 

 

RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS

(Shares in Thousands) (Unaudited)

 

The following table sets forth a reconciliation of diluted earnings per share (EPS), a GAAP financial measure, to adjusted diluted earnings per share (Adjusted EPS), a non-GAAP financial measure.

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Diluted earnings per share (EPS)

 

$

0.04

 

$

0.22

 

$

2.26

 

$

0.17

 

Non-operational professional fees

 

0.11

 

 

0.12

 

0.14

 

Impairment of fixed assets

 

0.17

 

 

0.17

 

 

Cumulative effect from tax elections

 

 

 

(0.47

)

 

Non-capitalizable Lake Charles development costs

 

 

 

0.02

 

 

Loss on early retirement of debt

 

 

 

 

1.34

 

Non-cash tax provision impact from change in Indiana state tax rate

 

 

 

 

0.08

 

Net river flooding (reimbursements) expenses

 

 

(0.01

)

 

0.01

 

Adjusted diluted earnings per share (Adjusted EPS)

 

$

0.32

 

$

0.21

 

$

2.10

 

$

1.74

 

 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares outstanding used in calculating Adjusted EPS

 

34,225

 

34,014

 

33,743

 

41,136

 

 

15



 

Use of Non-GAAP Financial Measures

 

Securities and Exchange Commission Regulation G, “Conditions for Use of Non-GAAP Financial Measures,” prescribes the conditions for use of non-GAAP financial information in public disclosures.  We believe our presentation of the non-GAAP financial measures Adjusted EBITDA and Adjusted EPS are important supplemental measures of operating performance to investors.  The following discussion defines these terms and explains why we believe they are useful measures of our performance.

 

Adjusted EBITDA is a commonly used measure of performance in the gaming industry that we believe, when considered with measures calculated in accordance with United States generally accepted accounting principles, or GAAP, gives investors a more complete understanding of operating results before the impact of investing and financing transactions, income taxes and certain non-cash and non-recurring items and facilitates comparisons between us and our competitors.

 

Adjusted EBITDA is a significant factor in management’s internal evaluation of total Company and individual property performance and in the evaluation of incentive compensation for employees.  Therefore, we believe Adjusted EBITDA is useful to investors because it allows greater transparency related to a significant measure used by management in its financial and operational decision-making and because it permits investors similarly to perform more meaningful analyses of past, present and future operating results and evaluations of the results of core ongoing operations.  Furthermore, we believe investors would, in the absence of the Company’s disclosure of Adjusted EBITDA, attempt to use equivalent or similar measures in assessment of our operating performance and the valuation of our Company. We have reported Adjusted EBITDA to our investors in the past and believe its inclusion at this time will provide consistency in our financial reporting.

 

Adjusted EBITDA, as used in this press release, is earnings before interest, taxes, depreciation, amortization, other non-operating income and expenses, stock-based compensation, deferred compensation plan expense, non-operational professional fees, non-capitalizable development costs, impairment loss, loss on early retirement of debt and river flooding expenses and reimbursements.  In future periods, the calculation of Adjusted EBITDA may be different than in this release.  The foregoing tables reconcile Adjusted EBITDA to operating income (loss) and net income, based upon GAAP.

 

16



 

Adjusted EPS, as used in this press release, is diluted earnings per share, excluding the after-tax per-share impact of loss on early retirement of debt, the cumulative effect from tax elections, non-operational professional fees, non-capitalizable development costs, impairment loss, non-cash tax provision impact from state tax rate change and river flooding expenses and reimbursements. Management adjusts EPS, when deemed appropriate, for the evaluation of operating performance because we believe that the exclusion of certain items is necessary to provide the most accurate measure of our core operating results and as a means to compare period-to-period results.  We have chosen to provide this information to investors to enable them to perform more meaningful analysis of past, present and future operating results and as a means to evaluate the results of our core ongoing operations.  Adjusted EPS is a significant factor in the internal evaluation of total Company performance.  Management believes this measure is used by investors in their assessment of our operating performance and the valuation of our Company.  In future periods, the adjustments we make to EPS in order to calculate Adjusted EPS may be different than or in addition to those made in this release.  The foregoing table reconciles EPS to Adjusted EPS.

 

Limitations on the Use of Non-GAAP Measures

 

The use of Adjusted EBITDA and Adjusted EPS has certain limitations.  Our presentation of Adjusted EBITDA and Adjusted EPS may be different from the presentations used by other companies and therefore comparability among companies may be limited. Depreciation expense for various long-term assets, interest expense, income taxes and other items have been and will be incurred and are not reflected in the presentation of Adjusted EBITDA.  Each of these items should also be considered in the overall evaluation of our results.  Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity.  We compensate for these limitations by providing the relevant disclosure of our depreciation, interest and income tax expense, capital expenditures and other items both in our reconciliations to the GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.

 

17



 

Adjusted EBITDA and Adjusted EPS should be used in addition to and in conjunction with results presented in accordance with GAAP.  Adjusted EBITDA and Adjusted EPS should not be considered as an alternative to net income, operating income or any other operating performance measure prescribed by GAAP, nor should these measures be relied upon to the exclusion of GAAP financial measures.  Adjusted EBITDA and Adjusted EPS reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure.  Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

 

###

 

18