Item 1. Business.
General
President Casinos, Inc. (the "Company") owns and operates a dockside gaming casino in St. Louis, Missouri. Company's gaming facility and operations in St. Louis are summarized as follows:
Operating entity - President Riverboat Casino- Missouri, Inc. Vessel - "Admiral" Slots - 992 Gaming tables - 29 Opening of casino without slots - May 27, 1994 Opening of casino with slots - December 9, 1994
The Company owned and operated gaming facilities in Biloxi, Mississippi, through the date of the sale by the Company of the assets of its Biloxi operations on April 15, 2005. These former operations are summarized as following:
Operating entity - The President Riverboat Casino- Mississippi, Inc. Vessel - "President Casino-Broadwater" Opening of casino - August 13, 1992 Opening of replacement facility - June 30, 1995 Sale of casino and hotel - April 15, 2005
In addition to its former Biloxi gaming operations, the Company owned and managed certain hotel and ancillary facilities associated with its casino operations in Biloxi, which were included in the sale of the Biloxi assets.
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.
Substantial Indebtedness; Bankruptcy Proceedings
- --Overview
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 former 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.
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 $6.375 million which were each due and payable March 15, and September 15, 2000. Under the indentures pursuant to which the $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") 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. As of February 28, 2006, the outstanding principal consists of $46.0 million of Senior Exchange Notes and $14.7 million of Secured Notes.
On June 20, 2002, President Casinos, Inc. and 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"). 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. ("President New York") 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 the latter proceeding is now pending and being administered.
The Company and its operating subsidiaries, except President Broadwater Hotel, LLC and President New York, each continue in possession and use of their assets as debtors-in-possession. The Company and its operating subsidiaries have had their Missouri Bankruptcy Chapter 11 cases administratively consolidated.
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 certain 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 before the Bankruptcy Court. The ultimate amount and settlement terms for such liabilities are subject to a plan of reorganization. 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 consummation of a plan of reorganization (a "Plan") is the principal objective of the Company's Chapter 11 filings in the Missouri Bankruptcy Court. 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. Confirmation of a Plan is subject to certain statutory findings by the Missouri Bankruptcy Court. Before a Plan may be distributed for balloting the Court must approve a Disclosure Statement by determining that the Disclosure Statement adequately describes the Plan. 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 whose rights or interests are impaired under the Plan. If any impaired class of creditors 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 Missouri Bankruptcy Court, or that any such Plan will be consummated.
On April 15, 2005, the Company sold its Biloxi operations for approximately $82.0 million. On February 24, 2006, the Company entered into an agreement with Pinnacle Entertainment, Inc. for the purchase of the stock of President Missouri for approximately $31.5 million, subject to working capital adjustments. Consummation of the transaction was subject to, among other things, potential over-bid by third parties at an auction to be held under the Bankruptcy Code. The Company did not receive any qualified third party bids for its St. Louis operations and, accordingly, the auction was not held. On May 26, 2006, the Missouri Bankruptcy Court issued an order approving the sale of the stock of President Missouri in accordance with the purchase agreement with Pinnacle Entertainment, Inc. Final closing of the sale is contingent upon satisfaction of certain closing conditions, including licensing and approval of the buyer by the Missouri Gaming Commission. If a sale of the Company's St. Louis operations is consummated under the agreed upon terms, the Company would not have any current ongoing business operations. In the event that following such sale the Company's remaining assets are not sufficient to discharge its indebtedness and other liabilities and the Company or a third party is unable to confirm a plan for the reorganization of the Company, the Company may be forced to liquidate. At this time management is unable to predict with certainty whether a sale of its St. Louis operations will be consummated.
On May 25, 2006, Mr. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as an officer and director of the Company's subsidiaries. Mr. Wirginis has informed the Company that he may seek the appointment of an equity holder's committee in the Company's bankruptcy proceedings. Mr. Wirginis has indicated that the equity holder's committee, consisting of Mr. Wirginis and other interested stockholders of the Company, would explore development of an alternative reorganization plan for the Company, including seeking financing arrangements
with third parties which would permit the Company to refinance its existing indebtedness and emerge from its bankruptcy proceedings as an operating gaming company. The appointment of an equity holder's committee would be subject to approval by the Missouri Bankruptcy Court, and any such alternative reorganization plan for the Company proposed by the equity holder's committee would require confirmation of the Missouri Bankruptcy Court and the requisite vote of the Company's creditors and equity holders. The Company continues to proceed with the sale of its St. Louis gaming operations to Pinnacle Entertainment consistent with its obligations under the Purchase Agreement with Pinnacle Entertainment. The Company is unable at this time to predict with certainty whether Mr. Wirginis will seek appointment of an equity holder's committee or propose an alternative reorganization plan for the Company, or whether, if proposed, such an alternative reorganization plan would be confirmed by the Missouri Bankruptcy Court.
In light of the sale of the Company's Biloxi assets and leasing operations assets, and the anticipated sale of the St. Louis operations, the Company has one reportable segment from continuing operations consisting of corporate administration. See Note 18 of the accompanying financial statements. 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.
- -- Biloxi Casino and Hotel Operations
President Mississippi, Vegas, Vegas, Inc. ("Vegas, Vegas") and President Broadwater Hotel, LLC ("PBLLC") (collectively, the "Mississippi Affiliates") agreed, with the prior approval of the Missouri Bankruptcy Court, to sell substantially all of the real and personal property associated with the Company's Biloxi operations (the "Mississippi Properties") to Broadwater Development, LLP, a Mississippi limited liability partnership (or the assignee or designee thereof) for $82.0 million. In connection with the sale, a certain Sale and Purchase Agreement dated November 15, 2004 was executed by and among Broadwater Properties, LLC, as purchaser, and the Mississippi Affiliates, as sellers, as amended by an Amendment to Sale and Purchase Agreement dated as of November 29, 2004, assigned on or about January 13, 2005 by Broadwater Properties to Broadwater Development, LLP ("BDLLP", and together with any assignees or designees thereof, the "Mississippi Purchaser"), further modified by a certain Second Amendment to Sale and Purchase Agreement dated January 20, 2005 (as modified and amended, the "Mississippi Asset Sale Agreement"). The Mississippi Asset Sale Agreement further provided that the Mississippi Affiliates would retain certain excluded assets as therein defined (the "Mississippi Excluded Assets"), consisting primarily of cash in bank accounts. Pursuant to a separate Agreement Concerning Assignment dated March 30, 2005 ("Agreement Concerning Assignment") made by and between the Mississippi Affiliates, BDLLP and Silver Slipper Casino Venture, LLC, it was agreed, with the approval of the Bankruptcy Court, that the assets associated with the Company's Mississippi casino would be transferred at the closing of the transaction to Silver Slipper on certain terms and conditions therein stated.
The sale of the Mississippi Properties closed effective April 15, 2005 and on May 27, 2005 the Missouri Bankruptcy Court confirmed a Plan of Liquidation (the "Mississippi Plan of Liquidation") for the Mississippi Affiliates that was jointly developed by the Company and its creditors AIG SunAmerica Inc. and
MacKay Shields LLC. The Mississippi Plan of Liquidation became effective on June 7, 2005. Pursuant to the Mississippi Plan of Liquidation, the proceeds from the sale of the Mississippi Properties, following adjustments required under the Mississippi Asset Sale Agreement, together with the proceeds from the liquidation of the Mississippi Excluded Assets, are being distributed to the creditors of the Mississippi Affiliates, including the holders of the Company's Notes (the "Noteholders") and to J. Edward Connelly Associates, Inc. ("JECA") and certain assignees of JECA. JECA, an entity controlled by John E. Connelly, the Company's former Chairman and Chief Executive Officer, holds a Class B membership interest in PBLLC. The Company anticipates that under the Mississippi Plan of Liquidation, creditors of the Mississippi Affiliates, with the exception of the Noteholders, will be paid in full, subject to final determination and settlement of claims and expenses. On June 7, 2005, the effective date of the Mississippi Plan of Liquidation, the Company paid $25.6 of indebtedness due to the Noteholders. Of this amount, $12.6 million was applied to principal, $12.6 million was applied to accrued interest and $0.4 million to accrued trustee and legal fees incurred by the Noteholders. Additionally, the Company redeemed $14.4 million of JECA's Class B membership interest in PBLLC. During August 2005, the Company made a second distribution from the proceeds consisting of $1.4 million to the Noteholders and $1.4 million redemption of JECA's Class B membership interest. During February 2006, the Company made a third distribution from the proceeds consisting of $350,000 to the Noteholders and $350,000 redemption of JECA's Class B membership interest.
JECA has entered into an agreement (the "JECA Proceeds Distribution Agreement") with John S. Aylsworth, President, Chief Executive Officer, Chief Operating Officer and Director of the Company, Terrence L. Wirginis, former Vice President and former Chairman of the Board and Ralph J. Vaclavik, Senior Vice President and Chief Financial Officer of the Company, pursuant to which upon receipt of funds by JECA toward payment of the liquidation preference of its Class B membership interest in PBLLC, JECA would 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. While final distributions under the Mississippi Plan of Liquidation are subject to final determination and settlement of claims and expenses, the Company currently estimates that the proceeds of the sale of the Mississippi Properties will not be sufficient to repay the Noteholders the outstanding indebtedness under the Notes and, in addition, will not be sufficient to satisfy JECA's liquidation preference of its Class B membership interest in PBLLC. Messrs. Aylsworth, Wirginis and Vaclavik would be entitled to receive an aggregate of approximately $4.8 million, $4.8 million and $0.3 million, respectively, pursuant to the JECA Distribution Agreement were the proceeds sufficient to satisfy the Class B membership interest. On June 7, 2005, distributions of $3.5 million, $3.5 million and $0.2 million were made to Messrs. Aylsworth, Wirginis and Vaclavik, respectively, from the $14.4 million Class B membership interest redemption. During August 2005, additional distributions of $0.3 million, $0.3 million and $0.1 million were made to Messrs. Aylsworth, Wirginis and Vaclavik, respectively, from the $1.4 million Class B membership interest redemption. During February 2006, third distributions of $84,688, $84,688 and $11,250 were made to Messrs. Aylsworth, Wirginis and Vaclavik, respectively, from the $350,000 Class B membership interest redemption.
The Mississippi Plan of Liquidation established August 8, 2005 as the Administrative Bar Date, whereby each person or entity could file a claim arising on or after July 9, 2002 and before May 25, 2005 for President
Mississippi, or arising after July 11, 2002 and before May 25, 2005 for Vegas Vegas and Broadwater Hotel Inc. ("BHI.") The Company has attempted to notify its creditors that failure to file a claim against President Mississippi, Vegas Vegas and/or BHI would result in the claim being forever barred and discharged.
- --St. Louis Casino Operations
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 May 4, 2004, the Company and Isle of Capri Casinos, Inc. announced they had mutually agreed to terminate the agreement.
On August 9, 2004, the Company entered into an agreement with Penn National Gaming, Inc. for the purchase of its St. Louis operations. The agreement was submitted to the Missouri Bankruptcy Court for review and was amended on September 17, 2004. Under the terms of the agreement, the stock of President Missouri was to be sold for approximately $28.0 million, subject to working capital adjustments and subject to higher and better offers. On October 7, 2004, an auction was held in accordance with Section 363 of the Bankruptcy Code. Pursuant to an agreement submitted September 30, 2004, Columbia Sussex, Inc. ("Columbia Sussex") was the winning over-bidder for the St. Louis casino operations for a purchase price of approximately $57.0 million, subject to closing adjustments. The Company and Columbia Sussex entered into a Riverboat Casino Sale and Purchase Agreement dated as of September 30, 2004 (as amended, the "President Missouri Sale Agreement"). On October 13, 2004, the Missouri Bankruptcy Court entered an order approving the sale of the stock of President Missouri to Columbia Sussex pursuant to the President Missouri Sale Agreement. The closing of the transaction was contingent upon licensing approval by the Missouri Gaming Commission of Columbia Sussex and its key officers. On October 25, 2005, Columbia Sussex notified the Company that it had withdrawn its application for licensing with the Missouri Gaming Commission.
On February 24, 2006, the Company entered into an agreement with Pinnacle Entertainment, Inc. for the purchase of the stock of President Missouri for approximately $31.5 million, subject to working capital adjustments. Consummation of the transaction was subject to, among other things, potential over-bid by third parties at an auction to be held under the Bankruptcy Code. The Company did not receive any qualified third party bids for its St. Louis operations and, accordingly, the auction was not held. On May 26, 2006, the Missouri Bankruptcy Court issued an order approving the sale of the stock of President Missouri in accordance with the purchase agreement with Pinnacle Entertainment, Inc. Final closing of the sale is contingent upon satisfaction of certain closing conditions, including licensing and approval of the buyer by the Missouri Gaming Commission. If a sale of the Company's St. Louis operations is consummated under the agreed upon terms, the Company would not have any current ongoing business operations. In the event that following such sale the Company's remaining assets are not sufficient to discharge its indebtedness and other liabilities and the Company or a third party is unable to confirm a plan for the reorganization of the Company, the Company may be forced to liquidate. At this time management is unable to predict with certainty whether a sale of its St. Louis operations will be consummated.
On May 25, 2006, Mr. Terrence L. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as an officer and director of the Company's subsidiaries. Mr. Wirginis has informed
the Company that he may seek the appointment of an equity holder's committee in the Company's bankruptcy proceedings. Mr. Wirginis has indicated that the equity holder's committee, consisting of Mr. Wirginis and other interested stockholders of the Company, would explore development of an alternative reorganization plan for the Company, including seeking financing arrangements with third parties which would permit the Company to refinance its existing indebtedness and emerge from its bankruptcy proceedings as an operating gaming company. The appointment of an equity holder's committee would be subject to approval by the Missouri Bankruptcy Court, and any such alternative reorganization plan for the Company proposed by the equity holder's committee would require confirmation of the Missouri Bankruptcy Court and the requisite vote of the Company's creditors and equity holders. The Company continues to proceed with the sale of its St. Louis gaming operations to Pinnacle Entertainment consistent with its obligations under the Purchase Agreement with Pinnacle Entertainment. The Company is unable at this time to predict with certainty whether Mr. Wirginis will seek appointment of an equity holder's committee or propose an alternative reorganization plan for the Company, or whether, if proposed, such an alternative reorganization plan would be confirmed by the Missouri Bankruptcy Court.
- --President Broadwater Hotel, LLC Bankruptcy Proceedings
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 Mississippi Bankruptcy Court. PBLLC continued in possession and use of its assets as a debtor-in-possession and had an agreement with its secured lender and largest creditor, 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 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 an 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 provided that the unsecured creditors of PBLLC would receive 100% of their claims. Under the Modified Plan, the obligations to the secured lender were modified with respect to the debt amount, the interest rate and the due date. On April 15, 2005, the Modified Indebtedness and accrued interest thereon were fully satisfied by PBLLC from the proceeds of the sale of the Company's Biloxi assets.
Discontinued Operations
Segments
Prior to the Company's determination to sell the businesses discussed in the preceding section, management previously viewed its 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 2001, Davenport operations were considered to be a fourth operating segment. Revenues, results of operations and identifiable assets of each of the Company's discontinued operations can be found in Note 10 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 April 2006 for a period through May 2008.
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 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. The Company guaranteed repayment of the bank debt if the City failed to pay the obligation. On August 2, 2004 the City paid the outstanding obligation and the Company's guarantee was concluded.
Rent under the terms of the mooring site 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 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.
The Missouri Gaming Commission announced that it would 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." The St. Louis County Council approved a separate Pinnacle Entertainment, Inc. project in Lemay, Missouri. Various other gaming companies filed proposals. On September 1, 2004, the Missouri Gaming Commission approved Pinnacle Entertainment, Inc. for formal license investigations for both the St. Louis City and St. Louis County projects. Each of the proposals submitted requires significant construction of new infrastructure for the casino and entertainment complexes. Pending licensing, it is anticipated that the City of St. Louis casino development will open in 2007. Management believes that the licensing of a new casino or casinos in metropolitan St. Louis would have a material adverse effect on the Company's financial condition and results of 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 in Missouri 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
See "Substantial Indebtedness; Bankruptcy Proceedings--Biloxi Operations" regarding the sale of the Biloxi operations.
The Company managed 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 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. 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 was comprised of approximately 260 acres and included a 111-slip marina which contained the mooring site of the barge "President Casino-Broadwater," two hotels with approximately 500 rooms and an adjacent 18-hole golf course.
--Leasing Operations
The Company previously owned the M/V "President Casino-Mississippi" and the M/V "Surfside Princess." The M/V "President Casino-Mississippi" was formerly utilized at the Company's initial Biloxi operations. The M/V "Surfside Princess" was chartered to various third parties.
The M/V "President Casino-Mississippi" and various equipment aboard collateralized 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, $2.1 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 assets. 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.
The Company, President Mississippi, Mr. Connelly and the lender entered into an agreement whereby the Company would satisfy its obligations under the indebtedness, and related costs, for $0.8 million. Additionally, Mr. Connelly agreed to forego his rights and assignments. The terms are incorporated in the Mississippi Plan of Liquidation, which was confirmed May 27, 2005, and became effective on June 7, 2005. Subsequently, the Company paid the lender $0.8 million in satisfaction for its obligations. Pursuant to the terms of the agreement between the Company and other parties involved, the Company wrote down the outstanding obligation by $2.6 million during the fourth quarter of 2005.
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.
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, LP ("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.
Recent Developments
Effective April 4, 2006, the Board of Directors of the Company removed John E. Connelly as a director and as the Chairman and Chief Executive Officer of the Company as a result of Mr. Connelly no longer meeting the requirements of the Amended By-Laws and elected Terrence L. Wirginis as Vice President and Chairman of the Board and John S. Aylsworth as President, Chief Executive Officer and Chief Operating Officer. Effective May 25, 2006, Mr. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as an officer and director of the Company's subsidiaries. See "Item 9B. Other Information."
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 a preferred slot player program, together with electronic slot player tracking, a table player tracking and rating system, hosts, 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 former Biloxi gaming operations were 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 publicly held 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 or conducted 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. In addition, certain other fees may be 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 Missouri. 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.
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 a gaming license would) materially adversely affect the financial position and 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. The President Missouri license was last renewed in April 2006 for a period through May 2008.
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 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 it can enforce the five hundred dollar loss limit.
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.
Employees
As of February 28, 2006, the Company had approximately 610 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 on numerous occasions. The current labor agreement was renegotiated and ratified and was effective until October 2005. Management is currently in negotiations to ratify a new labor agreement. The labor agreement covers approximately 225 of the Company's approximately 600 St. Louis employees.
Internet Access to Information
The Company's Internet address is www.presidentcasino.com. The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K and any other documents filed with the Securities and Exchange Commission ("SEC") are available free of charge on the Company's website through a link with Edgar Archives Search. These materials may also be accessed directly through the SEC's website (www.sec.gov) or in the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Copies of other relevant information, such as press releases and announcements regarding the Company, and links to other websites providing information about the Company can also be accessed on the Company's website.
Item 1A.
Item 1A. Risk Factors
In evaluating our company, careful consideration should be given to the risk factors set forth below, as well as the other information set forth in this Annual Report on Form 10-K. Although these risk factors are many, these factors should not be regarded as constituting the only risks present in connection with the business. Each of these risk factors could adversely affect our business, operating results and/or financial condition. In addition to the following disclosures, please refer to the other information contained in this report including the consolidated financial statements and the related notes.
We filed for reorganization under Chapter 11 of the Bankruptcy Code and are subject to the risks and uncertainties associated with Chapter 11 proceedings. For the duration of our Chapter 11 proceedings, our operations, including our ability to continue as a going concern, are subject to the risks and uncertainties associated with bankruptcy. Risks and uncertainties associated with our Chapter 11 proceedings are outlined under "Item 1. Business - Substantial Indebtedness; Bankruptcy Proceedings" in this Annual Report on Form 10-K, and include the following:
o our ability to obtain additional financing;
o the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans;
o our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time;
o our ability to develop, prosecute, confirm and consummate a plan of
reorganization with respect to the Chapter 11 proceedings;
o our ability to obtain and maintain normal terms with vendors and service providers;
o our ability to maintain contracts; and
o risks associated with third parties seeking and obtaining court orders to convert the cases to Chapter 7 cases.
These risks and uncertainties could affect our business and operations in various ways. Because of the risks and uncertainties associated with our Chapter 11 proceedings, the ultimate impact of events that occur during these proceedings will have on our business, financial condition and results of operations cannot be accurately predicted or quantified, and there is substantial doubt about our ability to continue as a going concern.
We may be unable to complete the proposed sale of our St. Louis operations and, if completed the sale proceeds may not be sufficient to satisfy our debt obligations. On February 24, 2006, we entered into a Riverboat Casino Sale and Purchase Agreement with Pinnacle Entertainment, Inc. for the sale of our St. Louis operations, which comprise substantially all of our remaining assets. Under the terms of this purchase agreement, all of the outstanding capital stock of President Missouri will be sold for approximately $31.5 million, subject to working capital adjustments. The purchase agreement has been submitted to the Missouri Bankruptcy Court for approval. Final closing of the sale to Pinnacle is contingent upon satisfaction of various closing conditions including licensing and approval of the buyer by the Missouri Gaming Commission. There can be no assurance that these closing conditions can be satisfied, or that the transaction will be completed on the terms set forth in the purchase agreement.
We intend to complete the sale under the agreement with Pinnacle as soon as practicable after the conditions have been fulfilled. If a superior offer is not received, the anticipated sale proceeds from the transaction with Pinnacle may not be sufficient to pay our outstanding debt obligations and other liabilities in full. The proceeds of the sale to Pinnacle will be held for the ultimate benefit of our creditors as provided by order of the Bankruptcy Court.
Gaming companies are subject to extensive regulation. Failure to comply with such regulations may have a material adverse effect on our operations. We face extensive federal, state and local regulation of our ownership and operation of gaming facility, including regulation by the Missouri Gaming Commission. The Missouri Gaming Commission may, among other things, limit, condition, suspend or revoke our gaming authorization. Substantial fines or forfeiture of assets for violations of gaming laws or regulations may be levied against us, our subsidiaries and the persons involved. To date, we believe we have obtained all governmental licenses, qualifications, registrations, permits and approvals necessary for the operation of our gaming facilities. However, there can be no assurance that we can obtain any new licenses, qualifications, registrations, permits or approvals that may be required in the future or that existing ones will not be suspended or revoked. From time to time, legislators and special interest groups have proposed legislation that would restrict or prevent gaming operations. Any new restriction on or prohibition of our gaming operations could force us to
curtail operations and incur significant losses.
Adverse economic conditions could have a negative effect on our business. Our business involves leisure and entertainment, and accordingly our gaming revenues are sensitive to general economic conditions and are influenced by consumer confidence in the economy and other factors. During periods of recession or economic downturn, consumers may reduce or eliminate spending on leisure and entertainment activities. A recession or downturn in the general economy or in our market area could result in fewer customers visiting our property, which would adversely affect our results of operations.
Inclement weather and other conditions could seriously disrupt our business, financial condition and results of operations. Our St. Louis operations are subject to risks in addition to those associated with land-based casinos, including flood or other severe weather. Our operating results have in the past been negatively affected by the effects of floods and adverse weather conditions, and we have 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. Reduced patronage and the suspension or loss of our gaming operations for any period of time could adversely affect our results of operations.
We operate in a highly competitive market. The St. Louis market area in which we operate is highly competitive. There are presently four other casino companies operating five casinos in the market area, many of which have significantly greater name recognition and financial and marketing resources, which may put us at a competitive disadvantage. Two of these are Illinois casino companies operating single casino vessels docked 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 Missouri Gaming Commission has announced that it would 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."
The St. Louis County Council approved a separate Pinnacle Entertainment, Inc. project in Lemay, Missouri. On September 1, 2004, the Missouri Gaming Commission approved Pinnacle Entertainment, Inc. for formal license investigations for both the St. Louis City and St. Louis County projects. Each of the proposals submitted requires significant construction of new infrastructure for the casino and entertainment complexes. Pending construction and gaming license approval, it is anticipated that the City of St. Louis casino development will open in 2007. Our management believes that the licensing of a new casino or casinos in metropolitan St. Louis will have a material adverse effect on our financial condition and results of operations.
We are subject to litigation which, if adversely determined, could cause us to incur substantial losses. We are, from time to time, during the normal
course of operating our businesses, subject to various litigation claims and legal disputes. Some of the litigation claims may not be covered under our insurance policies, or our insurance carriers may seek to deny coverage. As a result, we might required to incur significant legal fees, which may have a material adverse effect on our financial position. In addition, because we cannot predict the outcome of any action, it is possible that, as a result of current and/or future litigation, we will be subject to adverse judgments or settlements that could significantly reduce our earnings or result in losses. We are currently involved in litigation regarding certain parking facilities used in our St. Louis operations. We believe that a sustained loss of use of parking facilities will have a significant negative impact on revenue and a material adverse effect on the financial condition and results of operations. For discussion regarding a dispute with respect to these proceedings and other litigation in which we are involved, see "Item 3. Legal Proceedings. Litigation."
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
The Company's principal executive offices are located in an approximately 36,000 square foot building partially leased by the Company. The Company leases approximately 1,400 square feet for its principal executive offices. The Company's mailing address is 1000 North Leonor K. Sullivan Boulevard, St. Louis, Missouri 63102 and telephone number is (314) 622-3000. Information about the Company's casino operations locations appears under "Discontinued Operations - Segments" in Item 1 of this report and is incorporated by reference herein.
Item 3.
Item 3. Legal Proceedings.
Pending Bankruptcy Proceedings
For information regarding the Company's bankruptcy proceedings, see the disclosures under "Item 1. Business Substantial Indebtedness; Bankruptcy Proceedings."
Litigation
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 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 except as follows:
The Company's St. Louis patrons have, since the "Admiral" was moved north from its original location, almost exclusively used a public parking lot immediately in front of the entrance to the "Admiral," known as the Cherrick Lot. The Company had a validation agreement with the operator of the Cherrick Lot to accept $1.25 (later raised to $1.50) for use by "Admiral" patrons of the Cherrick Lot. On September 10, 2004, the City of St. Louis commenced an action seeking to condemn the Cherrick Lot for use by Pinnacle which is
developing a large gaming and hotel complex approximately one block away from the Cherrick Lot. At the time the condemnation was commenced, Columbia Sussex had an option to purchase the Cherrick Lot for $5.0 million. On October 26, 2004, Columbia Sussex exercised its option and purchased the Cherrick Lot. On November 4, 2005, the Creditors Committee and the Company filed a Verified Complaint for Declaratory Judgment and for Injunctive Relief in the Company's bankruptcy proceedings pending in the Missouri Bankruptcy Court. On November 10, 2005, the Court granted the request and enjoined the condemnation action until January 9, 2006. In connection with the pending sale of the Company's St. Louis operations, Pinnacle, the Company and President Missouri entered into a letter agreement relating to the Cherrick Lot. Pinnacle currently holds an option to purchase the Cherrick Lot if it is taken in the condemnation proceeding. Pursuant to the letter agreement, the parties agreed that if the Cherrick Lot is condemned, Pinnacle shall exercise its option to purchase the Cherrick Lot, provided the aggregate price required to be paid as compensation for the Cherrick Lot does not exceed $5.0 million. If Pinnacle purchases the Cherrick Lot, whether pursuant to its option or otherwise, Pinnacle shall permit patrons of President Missouri the right to park on the Cherrick Lot for a validation fee not exceeding one dollar and fifty cents per day for each vehicle, which arrangement shall extend for a term ending on the earlier of (a) the date on which Pinnacle opens its new casino project on Laclede's Landing, or (b) December 31, 2008. In consideration for Pinnacle's obligations under the letter agreement, the Company's complaint against the City of St. Louis has been dismissed and the injunction has been dissolved.
On January 12, 2006, the Company filed a verified Complaint for Damages and Injunctive Relief in the Missouri Bankruptcy Court, where its bankruptcy is pending. The suit named both the Company and President Riverboat Casino- Missouri, Inc. as plaintiffs and named Columbia Sussex, Inc. and Wimar Tahoe Corporation as defendants. The Company alleged breach of contract by Columbia Sussex because it took actions that could reasonably be expected to impede or delay licensure by the Missouri Gaming Commission and it failed to use all commercially reasonable efforts to obtain licensure from Missouri Gaming Commission. The Company also alleged a prima facie tort in that Columbia Sussex had unilaterally raised validation rates for the Cherrick Lot used by the Company for its patrons and with the intent to cause injury to the Company. The Company seeks damages for the injury inflicted and an injunction to prevent Columbia Sussex from raising the validation fee above the $1.50 per "Admiral" patron vehicle charged immediately prior to the increase in fees. The Company also seeks injunctive relief requesting that Columbia Sussex be enjoined from blocking access to the parking lot to the Company's patrons, from raising the validation fee above $1.50 per patron vehicle and to prevent any subsequent action designed to unreasonably curtail access for "Admiral" patrons parking on the Cherrick Lot.
On February 16, 2006, the Missouri Bankruptcy Court issued a preliminary injunction prohibiting Columbia Sussex from charging more than $1.50 per patron vehicle for validated parking for casino patrons. The preliminary injunction will remain in effect until a trial on the merits unless the injunction is modified by the Court prior to trial. As security for the preliminary injunction, the Company was required to put up a $525,000 bond. It is anticipated that in September 2006 the parties will ask the Court to set a scheduling conference to determine, among other things, when a trial will be scheduled. On May 23, 2006, Columbia Sussex filed a motion with the Missouri Bankruptcy Court seeking an increase to the preliminary injunction by $417,000 immediately and by the sum of $78,000 per week for every additional week that
the injunction remains in place, or in the alternative, that the Company post a total bond of $4.5 million. The motion is scheduled for a hearing June 13, 2006.
Item 4.
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 2006.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's Common Stock trades on the OTC Bulletin Board under the symbol "PREZQ.OB." The following table sets 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:
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 May 26, 2006, there were approximately 1,079 holders of record of the Company's Common Stock.
The Company has never paid any dividends on its Common Stock. Currently, all earnings, if any, are used for the repayment of debt and the operation of its business. The payment of dividends by the Company is restricted under the terms of the indenture governing the Company's Senior Exchange Notes and the Company's pending bankruptcy reorganization proceedings. See "Management's Discussion and Analysis of Financial Position and Results of Operations."
Item 6.
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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion, which covers fiscal years 2004 through 2006, 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 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.
The Company entered into agreements to sell its St. Louis, Missouri and Biloxi, Mississippi gaming operations. The agreement to sell the Biloxi operations was consummated on April 15, 2005. At this time management is unable to predict when or where the sale of St. Louis operations will be completed.
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.
On April 15, 2005, the Company sold the assets of its Biloxi, Mississippi operations for aggregate consideration of $82.0 million in cash, subject to certain post-closing adjustments. The sale was pursuant to an auction and sale process approved by the Missouri Bankruptcy Court. From the proceeds, the Company paid $37.1 million to the lender of the PBLLC debt to satisfy the outstanding principal and interest obligations in full. The Company paid the Noteholders and their assignees $27.3 million to partially satisfy its obligation and redeemed $16.1 million of Mr. Connelly's Class B membership interest.
On March 16, 2004, the Company sold the 179-room Broadwater Tower Hotel for $6.5 million. 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 PBLLC. In connection with the transaction the Company also entered into a lease agreement with the new owners whereby the Company continued to operate the Broadwater Tower Hotel.
On August 9, 2004, the Company entered into an agreement with Penn National Gaming, Inc. for the purchase of its St. Louis operations. The agreement was submitted to the Missouri Bankruptcy Court for review and was amended on September 17, 2004. Under the terms of the agreement, the stock of President Missouri was to be sold for approximately $28.0 million, subject to working capital adjustments and subject to higher and better offers. On October 7, 2004, an auction was held in accordance with Section 363 of the Bankruptcy Code. Pursuant to an agreement submitted September 30, 2004, Columbia Sussex Corporation, Inc. was the winning over-bidder for the purchase of all of the President Missouri's outstanding stock for a purchase price of approximately $57.0 million, subject to closing adjustments. On October 13, 2004, the Missouri Bankruptcy Court entered an order approving the sale of the stock of the Company to Columbia Sussex. The closing of the transaction was contingent upon approval by the Missouri Gaming Commission and other closing conditions. On October 25, 2005, Columbia Sussex notified the Company that it had withdrawn its application for licensing with the Missouri Gaming Commission.
On February 24, 2006, the Company entered into an agreement with Pinnacle Entertainment, Inc. for the purchase of the stock of President Missouri for approximately $31.5 million, subject to working capital adjustments. The agreement has been submitted to the Missouri Bankruptcy Court for approval. Final closing of the sale is contingent upon satisfaction of certain closing conditions including licensing and approval of the buyer by the Missouri Gaming Commission.
Management believes the Company's liquidity and capital resources will be sufficient to maintain its current operations until the St. Louis operations are sold. 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 successfully restructure its indebtedness or that its liquidity and capital resources will be sufficient to maintain its normal operations during the restructuring period.
The proceeds from the sale of the St. Louis operations to Pinnacle under the current Sale and Purchase Agreement will not provide sufficient funds to discharge the Company's indebtedness. In the event a competing sale agreement is consummated and proceeds are sufficient to discharge the Company's indebtedness, the Board of Directors will determine whether to liquidate the Company or engage in further business activities, including activities other than gaming. At this time it is not possible to predict whether the sale of the St. Louis operations will be consummated or whether the Company will liquidate or continue business operations in some form.
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 economic environment 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.
As a result of the sale of the Biloxi operations in April 2005 and the pending sale agreement for the St. Louis operations discussed above, the results of operations for these segments are classified in discontinued operations.
--Competition
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 docked 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.
The Missouri Gaming Commission announced that it would 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." The St. Louis County Council approved a separate Pinnacle Entertainment, Inc. project in Lemay, Missouri. Various other gaming companies filed proposals. On September 1, 2004, the Missouri Gaming Commission approved Pinnacle Entertainment, Inc. for formal license investigations for both the St. Louis City and St. Louis County projects. Each of the proposals submitted requires significant construction of new infrastructure for the casino and entertainment complexes. Pending licensing, it is anticipated that the City of St. Louis casino development will open in 2007. Management believes that the licensing of a new casino or casinos in metropolitan St. Louis, would have a material adverse effect on the Company's financial condition and results of operations.
--Regulatory Matters
The Company's Missouri gaming license was renewed in April 2006 for a period through May 2008. 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 $500 (the "loss limit"). The company in Maryland Heights, Missouri 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.
--Economic Environment
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 the Company's demographic markets suffer adverse economic conditions, the Company's revenues may be materially adversely affected.
--Weather Conditions
The Company's operating results are susceptible to the effects of floods 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.
--St. Louis Parking Matters
Management believes that a sustained loss of use of certain parking facilities in St. Louis will have a significant negative impact on revenue and a material adverse effect on the Company's financial condition and results of operations. For discussion regarding a dispute with respect to use of certain parking facilities see "Note 12. Commitments and Contingent Liabilities."
Results of Operations
The results of continuing operations for the years ended February 28, 2006, February 28, 2005 and February 29, 2004 include only those expenses resulting from corporate administration. The gaming results for the Company's operations in Biloxi, Mississippi and to a lesser significance, the hotel operations in Biloxi (the Broadwater Property) are classified as discontinued operations as a result of the sale of the assets in April 2005. The planned sale of the St. Louis casino requires the Company to classify the St. Louis operations in discontinued operations. Also included in discontinued operations are the Company's former leasing operations.
The following table highlights the results of the Company's operations during the periods presented.
The following table highlights cash flows of the Company's operations.
Fiscal 2006 Compared to Fiscal 2005
Operating revenues from continuing operations. As of February 28, 2006, the Company had sold its Biloxi operations and was negotiating a new agreement for the sale of its St. Louis operations. As such, all revenues are classified in discontinued operations.
Operating costs and expenses of continuing operations. The Company's consolidated selling, general and administrative expenses were $2.6 million for fiscal 2006 and fiscal 2005.
Operating income. As a result of the foregoing items, the Company had an operating loss of $2.6 million during both fiscal 2006 and fiscal 2005.
Reorganization items. The Company incurred reorganization items of $0.7 million during the year ended February 28, 2006, compared to $1.7 million during the year ended February 28, 2005. Reorganization expense is largely attributable to legal fees associated with the Company's bankruptcy proceedings. The decrease in reorganization costs is a result of more costs being attributable to discontinued operations rather than corporate administration.
Minority interest expense. The Company incurred $0.6 million in minority interest expense during the year ended February 28, 2006, compared to $1.4 million during the year ended February 28, 2005. During both periods the minority interest arose from Mr. Connelly's Class B Unit of the Broadwater Property. The decrease is the result of the Company redeeming $16.1 million of the Class B Unit in fiscal 2006.
Net loss from continuing operations. As a result of foregoing items, the Company incurred a net loss from continuing operations of $3.6 during fiscal year 2006 compared to a net loss from continuing operations of $5.7 million during fiscal year 2005.
Discontinued operations. Discontinued operations consist of the Company's St. Louis segment, Biloxi segment and the former vessel leasing segment.
St. Louis segment. On August 9, 2004, the Company entered into an agreement with Penn National Gaming, Inc. for the purchase of its St. Louis operations. The agreement was submitted to the Missouri Bankruptcy Court for review and
was amended on September 17, 2004. Under the terms of the agreements, the stock of the St. Louis operations was to be sold for approximately $28.0 million, subject to working capital adjustments and subject to a potential overbid. On October 7, 2004, an auction was held in accordance with Section 363 of the Bankruptcy Code. Columbia Sussex, Inc. was the winning over-bidder for the St. Louis casino operations for a purchase price of approximately $57.0 million, subject to closing adjustments. On October 13, 2004, the Missouri Bankruptcy Court approved the terms of the agreement. The closing of the transaction was contingent upon licensing approval of Columbia Sussex and its key officers by the Missouri Gaming Commission. On October 25, 2005, Columbia Sussex notified the Company that it had withdrawn its application for licensing with the Missouri Gaming Commission.
On February 24, 2006, the Company entered into an agreement with Pinnacle Entertainment, Inc. for the purchase of the stock of President Missouri for approximately $31.5 million, subject to working capital adjustments. The agreement has been submitted to the Missouri Bankruptcy Court for approval. Final closing of the sale is contingent upon satisfaction of certain closing conditions including licensing and approval of the buyer by the Missouri Gaming Commission.
The Company's St. Louis operating segment had operating income of $10.2 million, consisting of revenues of $67.3 million and operating expenses of $57.1 million, during the year ended February 28, 2006, compared to operating income of $7.9 million, consisting of revenues of $69.8 million and operating expenses of $61.9 million, during the year ended February 28, 2005. Net revenues decreased $2.5 million primarily as a result of the competitive environment. Operating expenses, other than depreciation, decreased $4.8 million. The decrease is primarily the result of a decrease in payroll and benefits and admissions taxes due to a decrease in volume, and decreased gaming taxes as a result of a decrease in revenue. Depreciation expense decreased $3.4 million as a result of ceasing to depreciate assets in November 2004, in accordance with SFAS 144. The St. Louis segment had net income of $10.1 million for the year ended February 28, 2006, compared to net income of $7.1 million for the year ended February 28, 2005.
Biloxi segment. On April 15, 2005, the Company consummated the sale of substantially all of the assets utilized in its Biloxi operations to Broadwater Development, LLP (the "Purchaser"). The sale was consummated pursuant to the terms and conditions of a Sale and Purchase Agreement, dated as of November 15, 2004, by and between President Mississippi, Vegas Vegas, Inc., PBLLC, (collectively, with President Mississippi and Vegas Vegas, the "Sellers") and Purchaser, as amended by the Amendment to Sale and Purchase Agreement dated as of November 19, 2004, and the Second Amendment to Sale and Purchase Agreement dated as of November 29, 2004 (collectively, the "Sale Agreement"). Pursuant to the Sale Agreement, the Purchaser acquired from the Sellers substantially all of the real and personal property associated with the Company's Biloxi, Mississippi operations. Under the terms of the Sale Agreement, the purchase price was $82.0 million, subject to certain post- closing adjustments. Of this amount, $6.8 million was paid by Silver Slipper Casino Venture LLC, which acquired the right to purchase the gaming casino assets under a separate transaction with the Purchaser.
The Company's Biloxi operating segment had operating income of $0.6 million, consisting of revenues of $5.6 million and operating expenses of $5.0 million during the year ended February 28, 2006, compared to operating income of $1.2
million, consisting of revenues of $43.2 million and operating expenses of $42.0 million during the year ended February 28, 2005. Depreciation expense decreased $1.5 million as a result of ceasing to depreciate assets in December 2004, in accordance with SFAS 144, effective with the Bankruptcy Court's
approval of the sale agreement. The Biloxi segment had net income of $27.7 million for the year ended February 28, 2006, compared to net income of $6.4 million for the year ended February 28, 2005. Included in fiscal year 2006 net income is a $27.5 million gain resulting from the sale of the Biloxi assets. Included in fiscal year 2005 net income is a $2.4 million gain resulting from the write down of the PBLLC debt to net realizable value due to the Court approved Mississippi Plan of Liquidation. As a result of the sale of the Company's Biloxi operations on April 15, 2005, and the gain that resulted from the transaction, the Company recorded a reduction of the income tax valuation allowance resulting in a $5.7 million tax benefit during fiscal year 2005.
Leasing segment. The leasing segment was 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. On June 11, 2003, as a result of the Company's default on the debt that the second vessel collateralized, the United States Marshall's office served a warrant on the "President Riverboat Casino-Mississippi." On April 7, 2004, the vessel was auctioned.
The Company had net income of $0.1 million during the year ended February 28, 2006 as the result of selling gaming chips which were purchased in 1998 in conjunction with pursuing a gaming license in New York City. The Company had net income of $2.5 million, including a gain of $2.6 million on restructuring debt, from the leasing segment during the year ended February 28, 2005. On October 17, 2003, the Mississippi Bankruptcy Court issued an order dismissing President Riverboat Casino-New York, Inc.'s Chapter 11 bankruptcy case.
Net income. The Company generated net income of $34.4 million during the year ended February 28, 2006, compared to net income of $10.2 million during the year ended February 28, 2005.
Fiscal 2005 Compared to Fiscal 2004
Operating revenues from continuing operations. As of February 28, 2005, the Company had entered into purchase agreements for the sale of the Company's St. Louis and Biloxi operations which were each approved by the Bankruptcy Court. As such, all revenues are classified in discontinued operations.
Operating costs and expenses of continuing operations. The Company's consolidated selling, general and administrative expenses were $2.6 million during the year ended February 28, 2005 compared to $2.9 million for the year ended February 29, 2004. Corporate overhead decreased $0.3 million primarily as the result of a decrease in payroll and payroll benefits.
Operating income. As a result of the foregoing items, the Company had an operating loss of $2.6 million during fiscal 2005, compared to an operating loss of $2.9 million during fiscal 2004.
Reorganization items. The Company incurred reorganization items of $1.7 million during the year ended February 28, 2005, compared to $0.3 million
during the year ended February 29, 2004. Reorganization expense is largely attributable to legal fees associated with the Company's bankruptcy proceedings. The increase in reorganization costs is a result of the costs resulting from legal representation of the noteholders.
Minority interest expense. The Company incurred $1.4 million in minority interest expense during the year ended February 28, 2005, compared to $1.3 million during the year ended February 29, 2004. During both periods the minority interest arises from 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 $5.7 during fiscal year 2005 compared to a net loss from continuing operations of $4.5 million during fiscal year 2004.
Discontinued operations. Discontinued operations consists of the Company's St. Louis segment, Biloxi segment and the former vessel leasing segment.
St. Louis segment. On August 9, 2004, the Company entered into an agreement with Penn National Gaming, Inc. for the purchase of its St. Louis operations. The agreement was submitted to the Missouri Bankruptcy Court for review and was amended on September 17, 2004. Under the terms of the agreements, the stock of the St. Louis operations was to be sold for approximately $28.0 million, subject to working capital adjustments and subject to a potential overbid. On October 7, 2004, an auction was held in accordance with Section 363 of the Bankruptcy Code. Columbia Sussex, Inc. was the winning over-bidder for the St. Louis casino operations for a purchase price of approximately $57.0 million, subject to closing adjustments. On October 13, 2004, the Missouri Bankruptcy Court approved the terms of the agreement. On February 24, 2006, the Company entered into an agreement with Pinnacle Entertainment, Inc. for the purchase of the stock of President Missouri for approximately $31.5 million, subject to working capital adjustments. The agreement has been submitted to the Missouri Bankruptcy Court for approval. Final closing of the sale is contingent upon satisfaction of certain closing conditions including licensing and approval of the buyer by the Missouri Gaming Commission.
The Company's St. Louis operating segment had operating income of $7.9 million, consisting of revenues of $69.8 million and operating expenses of $61.9 million, during the year ended February 28, 2005, compared to operating income of $5.6 million, consisting of revenues of $70.8 million and operating expenses of $65.2 million, during the year ended February 29, 2004. Net revenues decreased $1.0 million primarily as a result in increased promotional allowances in response to the competitive environment. Operating expenses, other than depreciation, decreased $0.5 million. The decrease is primarily the result of a decrease in payroll and benefits and admissions taxes due to a decrease in volume, and decreased gaming taxes as a result of a decrease in revenue. Depreciation expense decreased $2.6 million as a result of ceasing to depreciate assets, in accordance with SFAS 144, effective with the Bankruptcy Court's approval of the sale agreement. The St. Louis segment had net income of $7.1 million for the year ended February 28, 2005, compared to net income of $4.6 million for the year ended February 29, 2004.
Biloxi segment. On April 15, 2005, the Company consummated the sale of substantially all of the assets utilized in its Biloxi operations to Broadwater Development, LLP (the "Purchaser"). The sale was consummated
pursuant to the terms and conditions of a Sale and Purchase Agreement, dated as of November 15, 2004, by and between President Mississippi, Vegas Vegas, Inc., PBLLC, (collectively, with President Mississippi and Vegas Vegas, the "Sellers") and Purchaser, as amended by the Amendment to Sale and Purchase Agreement dated as of November 19, 2004, and the Second Amendment to Sale and Purchase Agreement dated as of November 29, 2004 (collectively, the "Sale Agreement"). Pursuant to the Sale Agreement, the Purchaser acquired from the Sellers substantially all of the real and personal property associated with the Company's Biloxi, Mississippi operations. Under the terms of the Sale Agreement, the purchase price was approximately $82.0 million, subject to certain post-closing adjustments. Approximately $6.8 million of the purchase price was paid by Silver Slipper Casino Venture LLC, which acquired the right to purchase the gaming casino assets under a separate transaction with the Purchaser.
The Company's Biloxi operating segment had operating income of $1.2 million, consisting of revenues of $43.2 million and operating expenses of $42.0 million during the year ended February 28, 2005, compared to operating income of $3.0 million, consisting of revenues of $48.5 million and operating expenses of $45.5 million during the year ended February 29, 2004. The Company's Biloxi operations were closed from noon on September 14, 2004 until 7:00 a.m. on September 17, 2004 due to Hurricane Ivan. The Company's Biloxi properties received no significant damage. However, damage caused by Hurricane Ivan to areas east of Biloxi, principally Alabama and Florida, representing a significant portion of Biloxi's feeder market, was significant. As a result of the temporary closure and the damage in areas east of Biloxi, Biloxi's patron count decreased, resulting in a decline in revenues. Operating expenses, other than depreciation, decreased $3.0 million as a result of decreased payroll and benefits due to a decrease in number of guests and decreased gaming taxes as a result of a decrease in revenue. Depreciation expense decreased $0.5 million as a result of ceasing to depreciate assets, in accordance with SFAS 144, effective with the Bankruptcy Court's approval of the sale agreement. The Biloxi segment had net income of $6.4 million for the year ended February 28, 2005, compared to a net loss of $0.4 million for the year ended February 29, 2004. Included in fiscal year 2005 net income is a $2.4 million gain resulting from the write down of the PBLLC debt to net realizable value due to the Court approved Mississippi Plan of Liquidation. As a result of the sale of the Company's Biloxi operations on April 15, 2005, and the gain that resulted from the transaction, the Company recorded a reduction of the income tax valuation allowance resulting in a $5.7 million tax benefit during fiscal year 2005.
Leasing segment. The leasing segment was 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. On June 11, 2003, as a result of the Company's default on the debt that the second vessel collateralized, the United States Marshall's office served a warrant on the "President Riverboat Casino-Mississippi." On April 7, 2004, the vessel was auctioned and the lender offered the highest bid.
The Company had net income of $2.5 million, including a gain of $2.6 million on restructuring debt, from the leasing segment during the year ended February 28, 2005, compared to a net loss of $2.4 million during the year ended February 29, 2004. 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, the Company accrued certain contractual obligations under the terms of the debt agreement collateralized by the M/V "President Riverboat 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 sales proceeds did not cover the debt obligation. Subsequent to February 28, 2005, the Company and lender reached an agreement whereby the parties mutually agreed that all obligations related to the indebtedness and penalties for default thereon would be satisfied for $0.8 million. As a result of this agreement, the Company recognized a gain of $2.6 million on restructuring of debt.
Net income/loss. The Company generated net income of $10.2 million during the year ended February 28, 2005, compared to a net loss of $2.7 million during the year ended February 28, 2004.
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 of assets.
As discussed above, the Company and its operating 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 continue to incur significant professional fees and other reorganization 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 St. Louis operations at current levels until the sale of the property. 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 St. Louis 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 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 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 28, 2006, principal due on the Senior and Secured Notes was $46.0 million and $14.7 million, respectively.
The Company's St. Louis operations require approximately $4.0 million to fund daily operations. As of February 28, 2006, the St. Louis operations had $28.1 million of non-restricted cash. The Company also had $3.0 million of non-restricted cash included in discontinued operations.
The Company is heavily dependent on cash generated from operations to continue to operate as planned 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. To the extent cash generated from operations is less than anticipated, the Company may be required to curtail certain planned expenditures.
The Company used $10.1 million of cash from operating activities during the year ended February 28, 2006, compared to generating $6.4 million for the year ended February 28, 2005. The primary decrease in cash from operating activities was the payment of $12.6 million in interest to the Noteholders during fiscal year 2006.
Investing activities of the Company generated $83.9 million of cash during the year ended February 28, 2006 compared to generating $2.3 million during fiscal 2005. During the year ended February 28, 2006, the Company received proceeds from the sale of the Biloxi assets of $82.0 million and from the sale of the St. Louis office building of $1.7 million. During the year ended February 28, 2005, the Company received proceeds from the sale of the Broadwater Tower of $6.5 million.
Financing activities of the Company used $67.8 million of cash during the year ended February 28, 2006, compared to $6.4 million during the year ended February 28, 2005. During the year ended February 28, 2006, the Company used proceeds from the sale of the Biloxi assets to pay the debt obligation of PBLLC in the amount of $36.6 million and to partially pay the Noteholders $14.3 million principal. Additionally, during the year ended February 28, 2006, the Company redeemed minority interest of $16.1 million for the Class B Unit in PBLLC. During the year ended February 28, 2005, the Company used proceeds from the sale the Broadwater Tower to partially pay PBLLC's debt obligation.
The sale of the Company's Biloxi operations closed effective April 15, 2005 and on May 27, 2005 the Missouri Bankruptcy Court confirmed a Plan of Liquidation (the "Mississippi Plan of Liquidation") for President Mississippi, Vegas, Vegas and PBLLC (the "Mississippi Affiliates") that was jointly developed by the Company and its creditors AIG SunAmerica Inc. and MacKay Shields LLC in the Company's bankruptcy case. The Mississippi Plan of Liquidation became final on June 7, 2005. Pursuant to the Mississippi Plan of Liquidation, the proceeds from the sale of the Mississippi Affiliates, following adjustments required under the Mississippi Asset Sale Agreement, have been allocated and distributed to the creditors of the Mississippi Affiliates, including the holders of the Company's Senior Exchange Notes and
Secured Notes and to J. Edward Connelly Associates, Inc. ("JECA") and certain assignees of JECA. JECA, an entity controlled by John E. Connelly, the Company's former Chairman and Chief Executive Officer, holds a Class B membership interest in PBLLC. The Company anticipates that under the Mississippi Plan of Liquidation, creditors of the Mississippi Affiliates, with the exception of the Noteholders, will be paid in full, subject to final determination and settlement of claims and expenses. During the year ended February 28, 2006, the Company paid $27.4 million of indebtedness to the Noteholders and redeemed $16.1 million of JECA's Class B membership interest in PBLLC.
The Mississippi Plan of Liquidation established August 8, 2005 as the Administrative Bar Date, whereby each person or entity could file a claim arising on or after July 9, 2002 and before May 25, 2005 for President Mississippi or arising after July 11, 2002 and before May 25, 2005 for Vegas Vegas and BHI. The Company has attempted to notify creditors that failure to file a claim against President Mississippi, Vegas Vegas and/or BHI would result in the claim being forever barred and discharged.
The Company defaulted under the terms of its "M/V "President Casino- Mississippi" note. The M/V "President Casino-Mississippi" is the vessel previously operated as a casino in Biloxi and Davenport. The vessel and various equipment aboard the M/V "President Casino-Mississippi" collateralized 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, $2.1 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 partially jointly 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 Company, President Mississippi, Mr. Connelly and the lender entered into an agreement whereby the Company would satisfy its obligations under the indebtedness, and related costs, for $0.8 million. Additionally, Mr. Connelly agreed to forego his rights and assignments. The terms are incorporated in the Mississippi Plan of Liquidation, which was confirmed on May 27, 2005, and became effective on June 7, 2005, subsequent to which the Company paid the lender $0.8 million in satisfaction of its obligations.
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 the allowance for doubtful accounts receivable, the estimated useful lives assigned to property 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 long-lived 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
On March 30, 2005, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations ("FIN 47"). Per FASB's press release, FIN 47 will result in (a) more consistent recognition of liabilities relating to asset retirement obligations, (b) more information about expected future cash outflows associated with those obligations, and (c) more information about investments in long-lived assets because additional asset retirement costs will be recognized as part of the carrying amounts of the assets.
FIN 47 clarifies that the term "conditional asset retirement obligation" as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.
FIN 47 is effective no later than the end of fiscal years ending after
December 15, 2005. Retrospective application of interim financial information is permitted but is not required. Adoption of this Interpretation has not had an impact on the Company's results of operations.
In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment ("SFAS 123R"). SFAS 123R replaced SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), and superseded Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"). Statement 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values and eliminates the alternative method of accounting for employee share-based payments previously available under APB 25. Historically, the Company has elected to follow the guidance of APB 25 which allowed the Company to use the intrinsic value method of accounting to value its share-based payment transactions with employees. Based on this method, the Company did not recognize compensation expense in its consolidated financial statements as the stock options granted had an exercise price equal to the fair market value of the underlying common stock on the date of the grant. SFAS 123R requires measurement of the cost of share-based payment transactions to employees at the fair value of the award on the grant date and recognition of expense over the required service or vesting period. The provisions of SFAS 123R are required to be adopted by the Company beginning March 1, 2006. The Company does not expect adoption of this standard to have a material impact, if any, on the Company's results of operations and such impact is contingent upon the number of future options granted, the selected transition method and the selection between acceptable valuation methodologies for valuing options.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As of February 28, 2006, the Company had $60.7 million of debt that bears contractual interest at fixed rates and is classified as liabilities subject to compromise. The Company continues to monitor interest rate markets, but has not engaged in any hedging transactions with respect to such risks.
As of February 28, 2006, the Company is obligated to pay under the Class B Unit of Mr. Connelly in PBLLC 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 28, 2006, the minority interest on the balance sheet is comprised of $3.5 million, related to its obligation to redeem the Class B Unit. On June 7, 2005, August 25, 2005 and February 15, 2006, the Company redeemed $14.4 million, $1.4 million and $0.4 of the Class B Unit, respectively. As of February 28, 2006, the interest rate applicable to the Class B Unit carried a variable rate of 7.75%. An increase of one percentage point in the average interest rate applicable to the variable rate debt outstanding as of February 28, 2006, would not significantly increase the Company's annual contractual interest costs.
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.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Index to Financial Statements and Schedules on page.
Item 9.
Item 9. Changes in and Disagreements with Independent Registered Public Accounting Firm on Accounting and Financial Disclosure.
Not applicable.
Item 9A.
Item 9A. Controls and Procedures.
As of February 28, 2006, 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 28, 2006 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 28, 2006 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
On May 25, 2006, Mr. Terrence L. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as an officer and director of the Company's subsidiaries. Mr. Wirginis has informed the Company that he may seek the appointment of an equity holder's committee in the Company's bankruptcy proceedings. Mr. Wirginis has indicated that the equity holder's committee, consisting of Mr. Wirginis and other interested stockholders of the Company, would explore development of an alternative reorganization plan for the Company, including seeking financing arrangements with third parties which would permit the Company to refinance its existing indebtedness and emerge from its bankruptcy proceedings as an operating gaming company. The appointment of an equity holder's committee would be subject to approval by the Missouri Bankruptcy Court, and any such alternative reorganization plan for the Company proposed by the equity holder's committee would require confirmation of the Missouri Bankruptcy Court and the requisite vote of the Company's creditors and equity holders. The Company continues to proceed with the sale of its St. Louis gaming operations to Pinnacle Entertainment consistent with its obligations under the Purchase Agreement with Pinnacle Entertainment. The Company is unable at this time to predict with certainty whether Mr. Wirginis will seek appointment of an equity holder's committee or propose an alternative reorganization plan for the Company, or whether, if proposed, such an alternative reorganization plan would be confirmed by the Missouri Bankruptcy Court.
39 43 Part III
Item 10.
Item 10. Directors and Executive Officers of the 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 S. Aylsworth 55 1995 President, Chief Executive Officer, Chief Operating Officer and Director (Class III) Ralph J. Vaclavik 51 -- Senior Vice President and Chief Financial Officer Karl G. Andren 59 1993 Director (Class I) Royal P. Walker, Jr. 46 1996 Director (Class I)
The Company has a classified Board of Directors consisting of three classes. At each annual meeting of stockholders, the bylaws provide that 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 2006. Each director will continue in office until his successor is duly elected and qualified.
Mr. Aylsworth became Chief Executive Officer effective April 4, 2006. Mr. Aylsworth serves as 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. 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.
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 telephonically four times during fiscal 2006. 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 28, 2006 all Section 16(a) filing requirements applicable to the Reporting Persons were complied with.
Item 11.
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 28, 2006 and February 28, 2005 and February 29, 2004, respectively, to each of the named executive officers of the Company.
___________________
(1) Consists of contributions made to the Company's 401(k) plan for the account of the named executive.
(2) Mr. Connelly ceased being Chairman of the Board and Chief Executive Officer to the Company effective April 4, 2006.
(3) Effective May 25, 2006, Mr. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as officer and director of the Company's subsidiaries.
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 2006. None of the named executive officers exercised any stock options during fiscal 2006.
(1) As of February 28, 2006, no options were in the money.
Employment Arrangements
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 agreement provides for minimum annual base salary of $180,000 for Mr. Vaclavik. Mr. Vaclavik may also receive incentive bonuses provided through any incentive compensation plan of the Company.
Mr. Vaclavik's 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 the executive officer severance benefits including the continuation of the executive's then-current annual salary for a maximum of one year, 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 Mr. Vaclavik 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 1.5 times the Mr. Vaclavik's average annual base compensation, as determined pursuant to the employment agreement.
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 the executive officer would be increased by an amount sufficient to provide the 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 would not constitute a change in control.
On April 27, 2003, the Missouri Bankruptcy Court granted a motion for approval of a key employee retention plan for certain parent corporate 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 2006, 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 2006. 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters.
The following table sets forth certain information regarding the ownership of the Company's Common Stock as of the May 26, 2006: (i) by each person known 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 492,318 (3) 9.1% 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 (4 persons) 626,932 (8) 12.5% ________________________ * 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) Consists of 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 370,000 shares issuable pursuant to stock options which are currently exercisable. Mr. Aylsworth's address is 1000 North Leonor K. Sullivan Boulevard, 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 486,500 shares issuable pursuant to stock options which are currently exercisable.
The following table reflects information about the Company's equity compensation plans as of February 28, 2006.
Item 13.
Item 13. Certain Relationships and Related Transactions
J. Edward Connelly and Associates, Inc. ("JECA"), an entity controlled by John E. Connelly, the Company's former 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 its lender 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" collateralized 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 2005 was $2.1 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."
In connection with the resolution of various bankruptcy issues with respect to the Company's Biloxi operations, JECA entered into an agreement (the "JECA Proceeds Distribution Agreement") with John S. Aylsworth, President, Chief Executive Officer, Chief Operating Officer and Director of the Company, Terrence L. Wirginis, former Chairman of the Board, Vice President-Marine Development and Director, and Ralph J. Vaclavik, Senior Vice President and Chief Financial Officer of the Company, pursuant to which upon receipt of funds by JECA toward payment of the liquidation preference of its Class B membership interest in PBLLC, 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. While final distributions under the Mississippi Plan of Liquidation are subject to final determination and settlement of claims and expenses, the Company currently estimates that the proceeds of the sale of the Mississippi Properties will not be sufficient to repay the Noteholders the outstanding indebtedness under the Notes and will not satisfy JECA's liquidation preference of its Class B membership interest in PBLLC. Pursuant to the terms of the Proceeds Distribution Agreement, Messrs. Aylsworth, Wirginis and Vaclavik would be entitled to receive approximately $4.8 million, $4.8 million and $0.3 million, respectively, were the proceeds sufficient to satisfy the Class B membership interest.
On June 7, 2005, the Company made a distribution from the proceeds of the sale of the Mississippi Properties. JECA's Class B membership interest was partially redeemed for $14,375,000, of which, Messrs. Aylsworth, Wirginis and Vaclavik were paid $3,539,063, $3,539,063 and $218,750, respectively. During August 2005, JECA's Class B membership interest was redeemed for $1,400,000, of which additional distributions of $332,500, $332,500 and $70,000 were made to Mssrs. Aylsworth, Wirginis and Vaclavik, respectively. During February 2006, JECA's Class B membership interest was further redeemed for $350,000, of which additional disbursements of $84,688, $84,688 and $11,250 were made to Mssrs. Aylsworth, Wirginis and Vaclavik, respectively.
Item 14.
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 2006 and 2005.
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 28, 2006 2005 ------ ------
Audit Fees (1)...................... $ 196 $ 228 Audit-Related Fees (2).............. 114 131 Tax Fees (3)........................ 35 163 --------- -------- Total $ 345 $ 522 ========= ========
(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 Forms 10-Q during the 2006 and 2005 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 2006, 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 2006 and 2005.
Prior to retaining Deloitte & Touche LLP to provide any non-audit services, the Audit Committee considered whether Deloitte & Touche LLP's provision of 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.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements.
See the Index to Financial Statements and Schedules on page.
2. Financial Statement Schedules.
See the Index to Financial Statements and Schedules on page.
3. Exhibits.
See Exhibit Index on page.
48 52 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 28, 2006 and February 28, 2005...............................................F-3 Consolidated Statements of Operations for the Years Ended February 28, 2006, February 28, 2005 and February 29, 2004...............................................F-4 Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended February 28, 2006, February 28, 2005 and February 29, 2004...........................................F-5 Consolidated Statements of Cash Flows for the Years Ended February 28, 2006, February 28, 2005 and February 29, 2004...............................................F-6 Notes to Consolidated Financial Statements........................F-7 Financial Statement Schedule: Schedule II--Valuation and Qualifying Accounts...................F-46 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-47 Balance Sheets as of February 28, 2006 and February 28, 2005.....F-48 Statements of Operations for the Years Ended February 28, 2006, February 28, 2005 and February 29, 2004........................F-49 Statements of Partners' Preferred Redeemable Capital and General Capital for the Years Ended February 28, 2006, February 28, 2005 and February 29, 2004........................F-50 Statements of Cash Flows for the Years Ended February 28, 2006, February 28, 2005 and February 29, 2004.....F-51 Notes to Financial Statements....................................F-52 Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts..................F-54 All other schedules are omitted as the required information is inapplicable or is presented in the Company's Financial Statements or Notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members of the Board of Directors of President Casinos, Inc.:
We have audited the accompanying consolidated balance sheets of President Casinos, Inc. (debtors-in-possession), (the "Company") as of February 28, 2006 and February 28, 2005, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the three years in the period ended February 28, 2006. Our audits also include the financial statement schedule listed in the Index at Item 15(a)2. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2006 and February 28, 2005, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2006 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 consolidated financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such consolidated 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 allowed for claims or contingencies, or the status and priority thereof; (c) as to stockholder 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 its business.
The accompanying consolidated financial statements have been prepared assuming that the Company, will continue as a going concern. As discussed in Notes 1
and 2, the Company's recurring losses from operatons, negative working capital and stockholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As discussed in Note 1, the Company has sold its Biloxi, Mississippi operations and entered into an agreement to sell its St. Louis, Missouri casino operations.
/s/ Deloitte & Touche LLP St. Louis, Missouri May 26, 2006
PRESIDENT CASINOS, INC. (DEBTORS-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share data and unless otherwise stated)
1. BANKRUPTCY PROCEEDINGS
- --Overview
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 former 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.
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 $6,375 which were each due and payable March 15, and September 15, 2000. Under the indentures pursuant to which the $75,000 13% Senior Exchange Notes (the "Senior Exchange Notes") and $25,000 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 $25,000 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. As of February 28, 2006, the outstanding principal consists of $45,967 of Senior Exchange Notes and $14,713 of Secured Notes.
On June 20, 2002, President Casinos, Inc. and 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"). 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. ("President New York") 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 the latter proceeding is now pending and being administered.
The Company and its operating subsidiaries, except President Broadwater Hotel, LLC and President New York, each continue in possession and use of their assets as debtors-in-possession. The Company and its operating subsidiaries have had their Missouri Bankruptcy Chapter 11 cases
administratively consolidated.
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 certain 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 before the Bankruptcy Court. The ultimate amount and settlement terms for such liabilities are subject to a plan of reorganization. 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 consummation of a plan of reorganization (a "Plan") is the principal objective of the Company's Chapter 11 filings in the Missouri Bankruptcy Court. 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. Confirmation of a Plan is subject to certain statutory findings by the Missouri Bankruptcy Court. Before a Plan may be distributed for balloting the Court must approve a Disclosure Statement by determining that the Disclosure Statement adequately describes the Plan. 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 whose rights or interests are impaired under the Plan. If any impaired class of creditors 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 Missouri Bankruptcy Court, or that any such Plan will be consummated.
On April 15, 2005, the Company sold its Biloxi operations for approximately $82,000. On February 24, 2006, the Company entered into an agreement with Pinnacle Entertainment, Inc. for the purchase of the stock of President Missouri for approximately $31,500, subject to working capital adjustments. Consummation of the transaction was subject to, among other things, potential over-bid by third parties at an auction to be held under the Bankruptcy Code. The Company did not receive any qualified third party bids for its St. Louis operations and, accordingly, the auction was not held. On May 26, 2006, the Missouri Bankruptcy Court issued an order approving the sale of the stock of
President Missouri in accordance with the purchase agreement with Pinnacle Entertainment, Inc. Final closing of the sale is contingent upon satisfaction of certain closing conditions, including licensing and approval of the buyer by the Missouri Gaming Commission. If a sale of the Company's St. Louis operations is consummated under the agreed upon terms, the Company would not have any current ongoing business operations. In the event that following such sale the Company's remaining assets are not sufficient to discharge its indebtedness and other liabilities and the Company or a third party is unable to confirm a plan for the reorganization of the Company, the Company may be forced to liquidate. At this time management is unable to predict with certainty whether a sale of its St. Louis operations will be consummated.
On May 25, 2006, Mr. Terrence L. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as an officer and director of the Company's subsidiaries. Mr. Wirginis has informed the Company that he may seek the appointment of an equity holder's committee in the Company's bankruptcy proceedings. Mr. Wirginis has indicated that the equity holder's committee, consisting of Mr. Wirginis and other interested stockholders of the Company, would explore development of an alternative reorganization plan for the Company, including seeking financing arrangements with third parties which would permit the Company to refinance its existing indebtedness and emerge from its bankruptcy proceedings as an operating gaming company. The appointment of an equity holder's committee would be subject to approval by the Missouri Bankruptcy Court, and any such alternative reorganization plan for the Company proposed by the equity holder's committee would require confirmation of the Missouri Bankruptcy Court and the requisite vote of the Company's creditors and equity holders. The Company continues to proceed with the sale of its St. Louis gaming operations to Pinnacle Entertainment consistent with its obligations under the Purchase Agreement with Pinnacle Entertainment. The Company is unable at this time to predict with certainty whether Mr. Wirginis will seek appointment of an equity holder's committee or propose an alternative reorganization plan for the Company, or whether, if proposed, such an alternative reorganization plan would be confirmed by the Missouri Bankruptcy Court.
In light of the prior sales of the Company's Biloxi assets and leasing operations assets, and the anticipated sale of the St. Louis operations, the Company has one reportable segment from continuing operations consisting of corporate administration.
- -- Biloxi Casino and Hotel Operations
President Mississippi, Vegas, Vegas, Inc. ("Vegas, Vegas") and President Broadwater Hotel, L.L.C. ("PBLLC") (collectively, the "Mississippi Affiliates") agreed, with the prior approval of the Bankruptcy Court, to sell substantially all of the real and personal property associated with the Company's Biloxi, Mississippi operations (the "Mississippi Properties") to Broadwater Development, LLP, a Mississippi limited liability partnership (or the assignee or designee thereof) for $82,000. In connection with the sale, a certain Sale and Purchase Agreement dated November 15, 2004 was executed by and among Broadwater Properties, LLC, as purchaser, and the Mississippi Affiliates, as sellers, as amended by an Amendment to Sale and Purchase Agreement dated as of November 29, 2004, assigned on or about January 13, 2005 by Broadwater Properties to Broadwater Development, LLP ("BDLLP", and together with any assignees or designees thereof, the "Mississippi Purchaser"), further modified by a certain Second Amendment to Sale and Purchase Agreement dated
January 20, 2005 (as modified and amended, the "Mississippi Asset Sale Agreement"). The Mississippi Asset Sale Agreement further provided that the Mississippi Affiliates would retain certain excluded assets as therein defined (the "Mississippi Excluded Assets"), consisting primarily of cash in bank accounts. Pursuant to a separate Agreement Concerning Assignment dated March 30, 2005 ("Agreement Concerning Assignment") made by and between the Mississippi Affiliates, BDLLP and Silver Slipper Casino Venture, LLC, it was agreed, with the approval of the Bankruptcy Court, that the assets associated with the Company's Mississippi casino would be transferred at the closing of the transaction to Silver Slipper on certain terms and conditions therein stated.
The sale of the Mississippi Properties closed effective April 15, 2005 and on May 27, 2005 the Missouri Bankruptcy Court confirmed a Plan of Liquidation (the "Mississippi Plan of Liquidation") for the Mississippi Affiliates that was jointly developed by the Company and its creditors AIG SunAmerica Inc. and MacKay Shields LLC. The Mississippi Plan of Liquidation became effective on June 7, 2005. Pursuant to the Mississippi Plan of Liquidation, the proceeds from the sale of the Mississippi Properties, following adjustments required under the Mississippi Asset Sale Agreement, together with the proceeds from the liquidation of the Mississippi Excluded Assets, are being distributed to the creditors of the Mississippi Affiliates, including the holders of the Company's Notes (the "Noteholders") and to J. Edward Connelly Associates, Inc. ("JECA") and certain assignees of JECA. JECA, an entity controlled by John E. Connelly, the Company's former Chairman and Chief Executive Officer, holds a Class B membership interest in PBLLC. The Company anticipates that under the Mississippi Plan of Liquidation, creditors of the Mississippi Affiliates, with the exception of the Noteholders, will be paid in full subject to final determination and settlement of claims and expenses. On June 7, 2005, the effective date of the Mississippi Plan of Liquidation, the Company paid $25,625 of indebtedness to the Noteholders. Of this amount, $12,750 was applied to principal, $12,644 was applied to accrued interest and $411 to accrued trustee and legal fees incurred by the Noteholders. Additionally, the Company redeemed $14,375 of JECA's Class B membership interest in PBLLC. During August 2005, the Company made a second distribution from the proceeds consisting of $1,400 to the Noteholders and $1,400 redemption of JECA's Class B membership interest. During February 2006, the Company made a third distribution consisting of $350 to the Noteholders and $350 redemption of JECA's Class B membership interest.
JECA has entered into an agreement (the "JECA Proceeds Distribution Agreement") with John S. Aylsworth, President, Chief Executive Officer, Chief Operating Officer and Director of the Company, Terrence L. Wirginis, former Chairman of the Board, Vice President and Director, and and Ralph J. Vaclavik, Senior Vice President and Chief Financial Officer of the Company, pursuant to which upon receipt of funds by JECA toward payment of the liquidation preference of its Class B membership interest in PBLLC, JECA would 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. While final distributions under the Mississippi Plan of Liquidation are subject to final determination and settlement of claims and expenses, the Company currently estimates that the proceeds of the sale of the Mississippi Properties will not be sufficient to repay the Noteholders the outstanding indebtedness under the Notes and, in addition, will not be sufficient to satisfy JECA's liquidation preference of its Class B membership interest in PBLLC. Messrs. Aylsworth, Wirginis and Vaclavik would be entitled to receive an aggregate of
approximately $4,800, $4,800 and $300, respectively, pursuant to the JECA Proceeds Distribution Agreement were the proceeds sufficient to satisfy the Class B membership interest. On June 7, 2005, distributions of $3,539, $3,539 and $219 were made to Messrs. Aylsworth, Wirginis and Vaclavik, respectively, from the $14,375 Class B membership interest redemption. During August 2005, additional distributions of $333, $333 and $70 were made to Messrs. Aylsworth, Wirginis and Vaclavik, respectively, from the $1,400 Class B membership redemption. During February 2006, additional distributions of $85, $85 and $11 were made to Messrs. Aylsworth, Wirginis and Vaclavik, respectively, from the $350 Class B membership redemption.
- --St. Louis Casino Operations
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.
On August 9, 2004, the Company entered into an agreement with Penn National Gaming, Inc. for the sale of its St. Louis operations. The agreement was submitted to the Missouri Bankruptcy Court for review and was amended on September 17, 2004. Under the terms of the agreement, the stock of President Missouri was to be sold for approximately $28,000, subject to working capital adjustments and subject to higher and better offers. On October 7, 2004, an auction was held in accordance with Section 363 of the Bankruptcy Code. Pursuant to an agreement submitted September 30, 2004, Columbia Sussex Corporation ("Columbia Sussex") was the winning over-bidder for the St. Louis casino operations for a purchase price of approximately $57,000, subject to closing adjustments. The Company and Columbia Sussex entered into a Riverboat Casino Sale and Purchase Agreement dated as of September 30, 2004 (as amended, the "President Missouri Sale Agreement"). On October 13, 2004, the Missouri Bankruptcy Court entered an order approving the sale of the stock of President Missouri to Columbia Sussex pursuant to the President Missouri Sale Agreement. The closing of the transaction was contingent upon licensing approval by the Missouri Gaming Commission of Columbia Sussex and its key officers. On October 25, 2005, Columbia Sussex notified the Company that it had withdrawn its application for licensing with the Missouri Gaming Commission.
On February 24, 2006, the Company, President Missouri, and Pinnacle Entertainment, Inc. ("Pinnacle") entered into a Riverboat Casino Sale and Purchase Agreement (the "Purchase Agreement"). Under the terms of this Purchase Agreement all of the outstanding capital stock of President Missouri will be sold for approximately $31,500, subject to working capital adjustments. The Purchase Agreement has been submitted to the Missouri Bankruptcy Court for approval. Final closing of the sale is contingent upon satisfaction of certain closing conditions including licensing and approval of the buyer by the Missouri Gaming Commission.
In connection with the Purchase Agreement, Pinnacle, the Company and President Missouri also entered into a letter agreement (the "Letter Agreement") relating to the "Cherrick Lot," a parking lot located across from the President Missouri's gaming facility that has been primarily used by President Missouri's patrons for the last several years. The Cherrick Lot is currently the subject of a condemnation proceeding, and Pinnacle holds an option to purchase the Cherrick Lot if it is taken in the condemnation proceeding. Pursuant to the Letter Agreement, the parties agreed that if the
Cherrick Lot is condemned, Pinnacle shall exercise its option to purchase the Cherrick Lot, provided the aggregate price required to be paid as compensation for the Cherrick Lot does not exceed $5,000. If Pinnacle purchases the Cherrick Lot, whether pursuant to its option or otherwise, Pinnacle shall permit patrons of President Missouri the right to park on the Cherrick Lot for a validation fee not exceeding $1.50 per day for each vehicle, which arrangement shall extend for a term ending on the earlier of (a) the date on which Pinnacle opens its new casino project on Laclede's Landing, or (b) December 31, 2008.
- --President Broadwater Hotel, LLC Bankruptcy Proceedings
PBLLC, a limited liability company in which Broadwater Hotel, Inc. ("BHI"), a wholly-owned subsidiary of the Company, 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 Mississippi Bankruptcy Court. PBLLC continued in possession and use of its assets as a debtor-in-possession and had an agreement with its secured lender and largest creditor, 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 which permitted 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 an 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 provided that the unsecured creditors of PBLLC would receive 100% of their claims. Under the Modified Plan, the obligations to the secured lender were modified with respect to the debt amount, the interest rate and the due date. On April 15, 2005, the Modified Indebtedness and accrued interest thereon were fully satisfied by PBLLC from the proceeds of the sale of the Company's Biloxi assets.
--Other
The Company's ability to continue as a going concern is dependent on its ability to restructure successfully, including 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 28, 2006, the Company had $28,077 of unrestricted cash and cash equivalents. The Company also had $3,000 of cash held in discontinued operations, representing cash to be retained by the purchasers upon the sale of the properties. Of these amounts, the Company requires a minimum of
approximately $4,000 for the St. Louis operations for working capital. The Company is heavily dependent on cash generated from operations to continue to operate as planned 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 have been 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.
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 wholly-owned subsidiary of the Company has a Class A ownership interest and in which an entity wholly-owned by the former 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 Missouri Bankruptcy Court, 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 Missouri Bankruptcy Court, its ability to be profitable, 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 28, 2006 and February 28, 2005, 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. Such items are required to be expensed as incurred.
3. NATURE OF OPERATIONS
The Company currently owns and operates a dockside gaming casino in St. Louis, Missouri through its wholly-owned subsidiary, President Missouri. The Company conducted dockside gaming operations in Biloxi, Mississippi through its wholly-owned subsidiary President Mississippi through April 14, 2005 at which time the assets were sold. In addition, the Company owned and managed certain hotel and ancillary facilities associated with its gaming operations in Biloxi through April 14, 2005, when they, too, were sold. As a result of the sale of the Biloxi operations and the anticipated sale of the St. Louis operations, the accounts of the Biloxi and St. Louis operations are classified as discontinued operations.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, primarily certificates of deposit, with maturities of ninety days or less at date of purchase.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents consist 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 obligations, the Company invested in certificates of deposit with maturities greater than ninety days and not in excess of 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. 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 improvements 3-20 years Buildings and improvements 10-40 years Riverboats, barges and improvements 5-15 years Leasehold improvements 3-25 years Furnishings and equipment 5-10 years
Leasehold improvements' estimated useful lives do not exceed the terms of the related lease agreements.
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 included in gaming costs and expenses and consist of the following:
2006 2005 2004 ------ ------ ------ Food and beverage...... $ 1,344 $ 4,355 $ 4,051 Hotel.................. 257 1,047 1,098 Other.................. 18 171 257 -------- -------- -------- $ 1,619 $ 5,573 $ 5,406 ======== ======== ========
All such revenues and promotional allowances are included in "Income from Discontinued Operations."
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. Such items are required to be expensed as incurred.
Minority Interest
The Company recognizes net income (loss) in The Connelly Group, LP ("TCG"), in which the Company has a 95% ownership interest, and PBLLC, in which BHI has 100% interest in the Class A Unit. 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 28, 2006 and February 28, 2005, the minority interest on the balance sheet is comprised of $3,531 and $19,020, respectively, related to its obligation to redeem the Class B Unit for $10,000, plus any priority return accrued but not paid. See "Note 16. Minority Interest."
Stock-Based Compensation
As of February 28, 2006, the Company has three stock option plans, which are described more fully in "Note 17. Stock Option Plans." The Company applied 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 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. All of the Company's stock options were fully vested as of February 28, 2006. Had compensation cost for the Company's Stock Option Plans been determined based on
the fair value method consistent with the method of Statement of Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based Compensation," the Company's net income (loss) and net income (loss) per share for the years ended February 28, 2006, February 28, 2005 and February 29, 2004 would have been the same as the reported amounts.
Basic and Diluted Income/Loss Per Share Information
Income/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 either had losses or the exercise price of the stock options is in excess of the market value of the stock. See "Note 17. 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 long-lived 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.
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.
Recently Issued Accounting Standards
On March 30, 2005, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations ("FIN 47"). Per FASB's press release, FIN 47 will result in (a) more consistent recognition of liabilities relating to asset retirement obligations, (b) more information about expected future cash outflows associated with those obligations, and (c) more information about investments
in long-lived assets because additional asset retirement costs will be recognized as part of the carrying amounts of the assets.
FIN 47 clarifies that the term "conditional asset retirement obligation" as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.
FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Adoption of this Interpretation has not had an impact on the Company's results of operations.
In December 2004, FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment ("SFAS 123R"). SFAS 123R replaced SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), and superseded Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"). Statement 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values and eliminates the alternative method of accounting for employee share-based payments previously available under APB 25. Historically, the Company has elected to follow the guidance of APB 25 which allowed the Company to use the intrinsic value method of accounting to value its share-based payment transactions with employees. Based on this method, the Company did not recognize compensation expense in its consolidated financial statements as the stock options granted had an exercise price equal to the fair market value of the underlying common stock on the date of the grant. SFAS 123R requires measurement of the cost of share-based payment transactions to employees at the fair value of the award on the grant date and recognition of expense over the required service or vesting period. The provisions of SFAS 123R are required to be adopted by the Company beginning March 1, 2006. The Company does not expect adoption of this standard to have a material impact, if any, on the Company's results of operations and such impact is contingent upon the number of future options granted, the selected transition method and the selection between acceptable valuation methodologies for valuing options.
5. RESTRICTED CASH AND CASH EQUIVALENTS AND RESTRICTED SHORT-TERM INVESTMENTS
Restricted cash and cash equivalents consisted of the cash of PBLLC. 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 certain agreements. The lender controlled the capital improvements lockbox. PBLLC operated under a cash collateral stipulation and agreement, which allowed PBLLC to use its cash collateral for normal operations in accordance with certain terms as defined by the cash collateral agreement.
The Company was required to collateralize certain performance bonds. To fulfill these requirements, the Company invested in certificates of deposit with maturities greater than ninety days and which did not exceed one year at the date of purchase. Such amounts are classified as restricted short-term investments.
6. PROPERTY AND EQUIPMENT
On January 20, 2005, an auction was held under the terms of Section 363 of the United States Bankruptcy Code for the Company's Biloxi operations. On April 15, 2005, the assets of the Biloxi operations were sold. The Company recognized a gain of $27,545, net of income tax expense of $6,039, on this transaction. See "Note 10. Discontinued Operations."
On February 24, 2006, the Company and Pinnacle entered into a Riverboat Casino Sale and Purchase Agreement (the "Purchase Agreement"). Under the terms of the Purchase Agreement all of the outstanding capital stock of President Missouri will be sold for approximately $31,500, subject to working capital adjustments. The Purchase Agreement has been submitted to the Missouri Bankruptcy Court for approval. As such, property and equipment of the St. Louis operations has been classified as "Assets of Discontinued Operations" as of February 28, 2006 and February 28, 2005. See "Note 10. Discontinued Operations."
The Company consummated a sale agreement for its 36,000 square foot office building in St. Louis for $1,825 on June 23, 2005. A gain of approximately $344 was recognized as a result of this transaction. The building houses the Company's executive offices and certain casino administrative staff. Upon closing, certain areas of the building were leased back by the Company. Approximately 5,400 square feet is being leased by the Company's casino operation. The initial term of the lease was through November 30, 2005 with two one-month extensions. The Company exercised both options. The Company negotiated an amended lease agreement through the period January 31, 2007, with a one six-month option. An additional area of approximately 1,400 square feet is being leased by the Company's corporate administration with such lease's initial term ending December 31, 2005 with three one-month extensions at the option of the Company, and three additional months that can be terminated at the discretion of either the landlord or tenant. The Company has exercised its three options.
On March 16, 2004, the Company sold the 179-room Broadwater Tower Hotel for $6,500. 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 PBLLC. In connection with the transaction the Company also entered into an initial lease with options to renew the lease. The options were extended on a month to month basis and remained in effect through the date on which the Biloxi operations were sold.
7. LONG-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT
As of February 28, 2006 and 2005, the Company's noteholder debt was classified as liabilities subject to compromise. As of February 28, 2005, the M/V "President Casino-Mississippi" note was classified as liabilities of discontinued operations. The note was subsequently satisfied. See "Note 8. Liabilities Subject to Compromise and Reorganization Items, Net" and "Note 10. Discontinued Operations."
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 bore 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 and was obligated to repay the Original 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 an 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 that the unsecured creditors of PBLLC would receive 100% of their claims. Under the Modified Plan, the obligations to the lender 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, PBLLC paid its lender $3,551 pursuant to the Modified Plan. In March 2004, PBLLC paid its lender $6,392 of principal from the proceeds of the sale of the Broadwater Tower. The principal amount of the Modified Indebtedness earned interest at a rate of 12.75% per annum until the obligation was satisfied. The maturity date of the Modified Indebtedness was June 1, 2005. Interest was 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 $43,013. PBLLC was 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.
On April 15, 2005, the Modified Indebtedness and interest thereon were fully satisfied from the proceeds on the sale of the Broadwater property. The Company recognized a gain of $2,416 as of February 28, 2005 to write the principal amount down to the subsequent liquidated payment amount. This adjustment was recorded in discontinued operations.
8. LIABILITIES SUBJECT TO COMPROMISE AND REORGANIZATION ITEMS, NET
The components of liabilities subject to compromise are as follows:
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 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 28, 2006 and February 28, 2005. 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. 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.
9. OPERATING LEASES
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 its former location. 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 is subject to rate change every five years based on the recommendation of the Port Commission and was $27 annually through December 31, 2003. 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 site for the years ended February 28, 2006, February 28, 2005 and February 29, 2004 was $1,420, $1,459 and $1,475, respectively.
The marina where the Company conducted its Biloxi gaming operations was 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 rent was $672 annually. The fast lands lease was 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. The purchasers of the Biloxi casino assets assumed both leases.
Rental expense incurred under operating leases was $3,477, $4,245 and $4,710 for the years ended February 28, 2006, February 28, 2005 and February 29, 2004, respectively, and is classified in discontinued operations.
Future minimum lease commitments under non-cancelable long-term operating leases as of February 28, 2006, are as follows:
Non-cancelable Operating Leases ------------
Years ending February 28/29: 2007........................ $ 672 2008........................ 200 2009........................ 163 2010........................ 29 2011........................ 29 Thereafter.................. 431 --------- $ 1,524 =========
The future minimum lease commitments under non-cancelable operating leases consist solely of commitments of President Missouri.
10. DISCONTINUED OPERATIONS
--Biloxi
Following an auction held on January 20, 2005, under the terms of Section 363 of the United States Bankruptcy Code, three subsidiaries of President Casinos, Inc., namely President Mississippi, Vegas Vegas, Inc., and PBLLC (collectively, "Sellers"), on the one hand, and Broadwater Development, LLP ("Purchaser") on the other, entered into a Second Amendment to Sale and Purchase Agreement (the "Second Amendment") pursuant to which the Purchaser agreed to acquire from the Sellers substantially all of the real and personal property associated with the Company's Biloxi operations for $82,000, subject to certain closing adjustments. Prior to the auction, on January 13, 2005, the Purchaser received an assignment of all the right, title and interest of Broadwater Properties, LLC in and to that certain Sale and Purchase Agreement dated as of November 15, 2004, as amended by the Amendment to Sale and Purchase Agreement dated as of November 29, 2004 (as amended, the "Purchase Agreement") which had been previously executed by the Sellers with respect to the sale of the Company's Biloxi operations. A hearing to approve the auction results and sale to the Purchaser was held before the Missouri Bankruptcy Court on January 26, 2005, and the court issued an order approving the auction results and the sale on February 7, 2005. On April 15, 2005, the Company completed the sale, subject to certain post-closing adjustments. The Company recognized a gain of $27,545, net of income tax expense of $6,039, as a result of this transaction.
--St. Louis
On August 9, 2004, the Company entered into an agreement with Penn National Gaming, Inc. for the purchase of its St. Louis operations. The agreement was submitted to the Missouri Bankruptcy Court for review and was amended on September 17, 2004. Under the terms of the agreement, the stock of President Missouri was to be sold for approximately $28,000, subject to working capital adjustments and subject to higher and better offers. On October 7, 2004, an auction was held in accordance with Section 363 of the Bankruptcy Code. Pursuant to an agreement submitted September 30, 2004, Columbia Sussex was the winning over-bidder for the St. Louis casino operations for a purchase price of approximately $57,000, subject to closing adjustments. The Company and Columbia Sussex entered into a Riverboat Casino Sale and Purchase Agreement dated as of September 30, 2004 (as amended, the "Columbia Purchase Agreement"). On October 13, 2004, the Missouri Bankruptcy Court entered an order approving the sale of the stock of President Missouri to Columbia Sussex pursuant to the Columbia Purchase Agreement. The closing of the transaction was contingent upon the licensing approval of Columbia Sussex and its key officers by the Missouri Gaming Commission. On October 25, 2005, Columbia Sussex notified the Company that it had withdrawn its application for licensing with the Missouri Gaming Commission. The Company is pursuing certain action against Columbia Sussex as described below for breaching the Columbia Purchase Agreement.
On February 24, 2006, the Company and Pinnacle entered into a Riverboat Casino Sale and Purchase Agreement (the "Pinnacle Purchase Agreement"). Under the terms of the Pinnacle Purchase Agreement all of the outstanding capital stock of President Missouri will be sold for approximately $31,500, subject to working capital adjustments. On May 26, 2006 the Missouri Bankruptcy Court issued an order approving the sale of he stock of President Missouri in accordance with the Pinnacle Purchase Agreement. Final closing of the sale is contingent upon satisfaction of certain closing conditions including licensing
and approval of the buyer by the Missouri Gaming Commission.
In connection with the Pinnacle Purchase Agreement, Pinnacle, the Company and President Missouri also entered into a letter agreement (the "Letter Agreement") relating to the "Cherrick Lot," a parking lot located across from the President Missouri's gaming facility that has been primarily used by the President Missouri's patrons for the last several years. The Cherrick Lot is currently the subject of a condemnation proceeding, and Pinnacle holds an option to purchase the Cherrick Lot if it is taken in the condemnation proceeding. Pursuant to the Letter Agreement, the parties agreed that if the Cherrick Lot is condemned, Pinnacle shall exercise its option to purchase the Cherrick Lot, provided the aggregate price required to be paid as compensation for the Cherrick Lot does not exceed $5,000. If Pinnacle purchases the Cherrick Lot, whether pursuant to its option or otherwise, Pinnacle shall permit patrons of President Missouri the right to park on the Cherrick Lot for a validation fee not exceeding one dollar and fifty cents per day for each vehicle, which arrangement shall extend for a term ending on the earlier of (a) the date on which Pinnacle opens its new casino project on Laclede's Landing, or (b) December 31, 2008.
The Cherrick Lot has been the choice parking lot for the casino's guests due to its proximity and convenience. Based on recent usage, approximately 68% of the casino's guests have parked on the Cherrick Lot, representing approximately 40,000 vehicles per month. On September 10, 2004, the City of St. Louis commenced an action seeking to condemn the Cherrick Lot. On October 26, 2004, Columbia Sussex exercised an option it held on the lot and purchased the Cherrick Lot for $5,000. The City of St. Louis intended to take the property under the powers of eminent domain on behalf of Pinnacle for its casino development project. The Company and the Creditor's Committee of President Missouri filed a complaint with the Bankruptcy Court seeking an injunction to prevent the condemnation action from proceeding. On November 10, 2005, the Bankruptcy Court granted the request for injunctive relief and enjoined the condemnation action to January 9, 2006, which date was subsequently extended. In consideration for Pinnacle's obligations under the letter agreement to exercise its option to purchase the Cherrick Lot and lease it to the Company if, and when, it is condemned by the City of St. Louis, the complaint against the City of St. Louis has been dismissed and the injunction dissolved.
On December 16, 2005, Columbia Sussex notified the Company that the parking rate on the Cherrick Lot would be increased from one dollar and fifty cents per vehicle to six dollars per vehicle effective at midnight. On December 22, 2005, the Company was notified of a further rate increase from six dollars per vehicle to a minimum of ten dollars per vehicle. The Company withheld payment to Columbia Sussex of all parking fees incurred after the initial rate increase due to the Company's determination that the increases were not justified. On December 30, 2005, Columbia Sussex responded by ceasing to further honor casino validation for parking and raising the rate to twenty five dollars per vehicle to all vehicles parked on the lot.
Alternative parking arrangements are less desirable due to their distance from the casino and due to their use being limited by adverse weather conditions. During the winter, predictions of snow and ice cause the levee parking adjacent to the casino to be closed. High water levels in the spring cause the parking on the levee to become partially or completely unavailable. The closest alternative parking not on the levee is two blocks away. Management believes that a sustained loss of use of the Cherrick Lot would have a
significant negative impact on revenue and a material adverse effect on the Company's financial condition and results of operations.
The Company has filed an action in the Bankruptcy Court against Columbia Sussex for breach of contract regarding the Columbia Purchase Agreement and seeks injunctive relief for rates at the Cherrick Lot. See "Note 12. Commitments and Contingent Liabilities."
On February 16, 2006, the Missouri Bankruptcy Court issued a preliminary injunction for relief from the parking fees being charged by Columbia Sussex. The preliminary injunction will remain in effect until a trial on the merits unless the preliminary injunction is modified by the Missouri Bankruptcy Court prior to trial. Under the preliminary injunction, the Company currently pays one dollar and fifty cents per vehicle. As security for the preliminary injuction, the Company was required to post a $525 bond. It is anticipated that in September 2006 the parties will ask the Missouri Bankruptcy Court to set a scheduling conference to determine, among other things, when a trial will be scheduled. In the event that an unfavorable outcome for the Company occurs, the Company could be liable for the difference between one dollar and fifty cents per vehicle and a higher rate, as determined by the court. At this time management is unable to predict with any certainty what the outcome of this matter will be.
On May 23, 2006, Columbia Sussex filed a motion with the Missouri Bankruptcy Court seeking an increase to the preliminary injunction by $417 immediately and by the sum of $78 per week for every additional week that the injunction remains in place, or in the alternative, that the Company post a total bond of $4,500. The motion is scheduled for a hearing June 13, 2006.
Leasing Segment
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 them.
In accordance with the Financial Accounting Standards Board SFAS No. 144 "Accounting for the Impairment and Disposal of Long-Lived Assets," ("SFAS 144") the St. Louis and Biloxi operations and leasing segment are accounted for as discontinued operations, as follows:
The Company's St. Louis segment had operating income of $10,174 consisting of revenues of $67,301 and operating expenses of $57,127 during the year ended February 28, 2006, compared to operating income of $7,901, consisting of revenues of $69,811 and operating expenses of $61,910 during the year ended February 28, 2005. The St. Louis segment had operating income of $5,652 consisting of revenues of $70,819 and operating expenses of $65,167 during the year ended February 29, 2004. Operating expenses of the St. Louis segment for the year ended February 28, 2005, include depreciation through October 2004, at which time depreciation of the related long-lived assets was suspended in accordance with SFAS 144.
The Company's Biloxi segment had operating income of $648, consisting of revenues of $5,604 and operating expenses of $4,956 during the year ended February 28, 2005, compared to operating income of $1,173, consisting of
revenues of $43,195 and operating expenses of $42,022 during the year ended February 28, 2005. The Biloxi segment had operating income of $2,984 consisting of revenues of $48,477 and operating expenses of $45,493 during the year ended February 29, 2004. The sale of the Biloxi property was completed April 15, 2005.
The Company's leasing segment had no operating income during the years ended February 28, 2006 and 2005. The leasing segment had an operating loss of $1,323 for the year ended February 29, 2004.
M/V "President Casino-Mississippi" Note
The Company defaulted under the terms of its M/V "President Casino-Mississippi" note. The M/V "President Casino-Mississippi" was previously operated by the Company as its initial casino in Biloxi. The vessel and various equipment aboard the M/V "President Casino-Mississippi" collateralized 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. 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 assets. 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 $500.
The Company, President Mississippi, Mr. Connelly and the lender entered into an agreement whereby the Company would satisfy its obligations under the indebtedness, and related costs, for $750. Additionally, Mr. Connelly agreed to forego his rights and assignments. The terms are incorporated in the Mississippi Plan of Liquidation, which was confirmed on May 27, 2005, and became effective on June 7, 2005. Subsequently, the Company paid the lender $750. Pursuant to the agreement between the Company and other parties involved, the Company wrote down its obligations related to the M/V "President Casino-Mississippi" by $2,643 in the fourth quarter of fiscal 2005 to reflect the resolution of the previously estimated contingent liabilities related to this obligation. Such amount is included in income from discontinued operations.
11. 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, management determined that the tax benefit did not satisfy the recognition criteria through the period ended February 29, 2004. Accordingly, a 100% valuation allowance was maintained against the Company's deferred tax assets through that time. During the year ended February 28, 2005, the valuation allowance decreased by $5,707 due primarily to the sale and subsequent closure of the Biloxi operations. The sale was expected to generate a gain which made it more likely than not that a portion of the net operating loss carryforward would be realized. The tax benefit related to the reversal of this valuation allowance was recognized in discontinued operations.
The gain on the sale of the Company's Biloxi assets has generated federal income taxes of $5,707 which has been offset by a portion of the Company's net operating loss carryforward. The use of the Company's net operating loss carryforward generated an additional $332 of alternative minimum tax liability and credit. Given the level of operations, the increased competition, the contingencies related to the potential sale of the St. Louis operations and the overall uncertainty as to the timing of the Company's ability to return to profitability, management determined that the remaining tax benefits do not satisfy the recognition criteria and accordingly the Company maintains a 100% valuation allowance against the Company's deferred tax assets. All state income taxes related to this sale are offset by state net operating losses. The Company's total income tax expense of $6,039 for the year ending February 28, 2006 is reflected in discontinued operations. There was no income tax expense for the year ending February 29, 2004.
The components of the net deferred tax asset are as follows:
As of February 28, 2006, the Company had Federal and Missouri net operating loss carryforwards of $160,123 and $204,831, respectively. These tax benefits will expire between 2008 and 2025 unless first offset against taxable income. The availability of the loss carryforwards may be limited in the event 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.
12. COMMITMENTS AND CONTINGENT LIABILITIES
Bankruptcy Actions
On June 20, 2002, the Company together with its subsidiary, President Missouri filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Mississippi Bankruptcy Court. 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 New York and PBLLC, to the Missouri Bankruptcy Court, where they are now pending and being administered. President New York subsequently had its Chapter 11 case dismissed and PBLLC subsequently emerged from Chapter 11. The Company and its subsidiaries, except as noted, 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 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. The aggregate amount of the Missouri retention agreements, including corporate, is $505.
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%. The aggregate amount of the Mississippi retention agreements was $322. Such amount was paid on April 15, 2005, upon consummation of the sale.
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 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 except as follows:
The Company's St. Louis patrons have, since the "Admiral" was moved north from its original location, almost exclusively used a public parking lot immediately in front of the entrance to the "Admiral," known as the Cherrick Lot. The Company had a validation agreement with the operator of the Cherrick Lot to accept one dollar and twenty five cents (later raised to one dollar and fifty cents) for use by "Admiral" patrons of the Cherrick Lot. On September 10, 2004, the City of St. Louis commenced an action seeking to condemn the Cherrick Lot for use by Pinnacle which is developing a large gaming and hotel complex approximately one block away from the Cherrick Lot. At the time the condemnation was commenced, Columbia Sussex, Inc. had an option to purchase the Cherrick Lot for $5,000. On October 26, 2004, Columbia Sussex exercised its option and purchased the Cherrick Lot. On November 4, 2005, the Creditors Committee and the Company filed a Verified Complaint for Declaratory Judgment and for Injunctive Relief in the Company's bankruptcy proceedings pending in the Missouri Bankruptcy Court. On November 10, 2005, the Court granted the request and enjoined the condemnation action until January 9, 2006. In connection with the pending sale of the Company's St. Louis operations, Pinnacle, the Company and President Missouri entered into a letter agreement relating to the Cherrick Lot. Pinnacle currently holds an option to purchase the Cherrick Lot if it is taken in the condemnation proceeding. Pursuant to the letter agreement, the parties agreed that if the Cherrick Lot is condemned, Pinnacle shall exercise its option to purchase the Cherrick Lot, provided the aggregate price required to be paid as compensation for the Cherrick Lot does not exceed $5,000. If Pinnacle purchases the Cherrick Lot, whether pursuant to its option or otherwise, Pinnacle shall permit patrons of President Missouri the right to park on the Cherrick Lot for a validation fee not exceeding one dollar and fifty cents per day for each vehicle, which arrangement shall extend for a term ending on the earlier of (a) the date on which Pinnacle opens its new casino project on Laclede's Landing, or (b) December 31, 2008. In consideration for Pinnacle's obligations under the letter agreement, the Company's complaint against the City of St. Louis has been dismissed and the injunction has been dissolved.
On January 12, 2006, the Company filed a verified Complaint for Damages and Injunctive Relief in the Missouri Bankruptcy Court, where its bankruptcy is pending. The suit named both the Company and President Riverboat Casino- Missouri, Inc. as plaintiffs and named Columbia Sussex, Inc. and Wimar Tahoe Corporation as defendants. The Company alleged breach of contract by Columbia Sussex because it took actions that could reasonably be expected to impede or delay licensure by the Missouri Gaming Commission and it failed to use all commercially reasonable efforts to obtain licensure from Missouri Gaming Commission. The Company also alleged a prima facie tort in that Columbia Sussex had unilaterally raised validation rates for the Cherrick Lot used by the Company for its patrons and with the intent to cause injury to the Company. The Company seeks damages for the injury inflicted and an injunction to prevent Columbia Sussex from raising the validation fee above the one dollar and fifty cents per "Admiral" patron vehicle charged immediately prior to the increase in fees. The Company also seeks injunctive relief requesting that Columbia Sussex be enjoined from blocking access to the parking lot to the Company's patrons,
from raising the validation fee above one dollar and fifty cents per patron vehicle and to prevent any subsequent action designed to unreasonably curtail access for "Admiral" patrons parking on the Cherrick Lot.
On February 16, 2006, the Missouri Bankruptcy Court issued a preliminary injunction prohibiting Columbia Sussex from charging more than one dollar and fifty cents per patron vehicle for validated parking for casino patrons. The preliminary injunction will remain in effect until a trial on the merits unless the injunction is modified by the Court prior to trial. As security for the preliminary injunction, the Company was required to post a $525 bond. It is anticipated that in September 2006 the parties will ask the Court to set a scheduling conference to determine, among other things, when a trial will be scheduled. On May 23, 2006, Columbia Sussex filed a motion with the Missouri Bankruptcy Court seeking an increase to the preliminary injunction by $417 immediately and by the sum of $78 per week for every additional week that the injunction remains in place, or in the alternative, that the Company post a total bond of $4,500. The motion is scheduled for a hearing June 13, 2006.
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 President Missouri license was last approved by the Missouri Gaming Commission in April 2006 for a period through May 2008.
13. 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 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.
The Company does carry business interruption insurance, but due to the current insurance market, the policy does not cover interruption from windstorm or flood.
--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 facility.
- --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.
14. 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, 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 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"). 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 was 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 10. Discontinued Operations") is fully and finally discharged and the mortgage securing the Indebtedness is released.
On June 7, 2005, the Company made a distribution from the proceeds of the sale of the Mississippi Properties. JECA's Class B membership interest was partially redeemed for $14,375, of which, Messrs. Aylsworth, Wirginis and Vaclavik were paid $3,539, $3,539 and $219, respectively. During August 2005, JECA's Class B membership interest was further redeemed for $1,400, of which additional distributions of $333, $333 and $70 were made to Mssrs. Aylsworth,
Wirginis and Vaclavik, respectively. During February 2006, JECA's Class B membership interest was further redeemed for $350, of which additional distributions of $85, $85 and $11 were made to Mssrs. Aylsworth, Wirginis and Vaclavik, respectively.
15. 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 $102, $200 and $228 for the years ended February 28, 2006, February 28, 2005 and February 29, 2004, respectively.
16. 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.
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.
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 28, 2006, was $0.09, therefore, as of February 28, 2006, 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 to management team members and directors. Of this amount, 408,333 shares have expired. As of February 28, 2006, 100,000 options have been exercised and 140,700 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 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 28, 2006, February 28, 2005 and February 29, 2004, and changes during the years ending on those dates is presented below:
The following table summarizes information about variable stock options outstanding at February 28, 2006:
17. SEGMENT INFORMATION
The Company has one reportable segment from continuing operations consisting of corporate administration. All expenses, assets and additions to property and equipment consist of corporate items. See "Note 10. Discontinued Operations" for the results of the Company's discontinued operations.
The Company has no inter-segment sales and accounts for transfers of property and inventory at its net book value at the time of such transfer.
18. RELATED PARTY TRANSACTIONS
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" collateralized 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 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 remained outstanding as of February 28, 2005.
The Company, President Mississippi, Mr. Connelly and the lender entered into an agreement whereby the Company would satisfy its obligations under the indebtedness, and related costs, for $750. Additionally, Mr. Connelly agreed to forego certain rights and assignments. The terms are incorporated in the Mississippi Plan of Liquidation, which was confirmed May 27, 2005, and became effective on June 7, 2005. The Company subsequently paid its agreed upon obligation.
Mississippi Plan of Liquidation
In connection with the resolution of various bankruptcy issues with respect to the Company's Biloxi operations, JECA entered into an agreement (the "JECA Proceeds Distribution Agreement") with John S. Aylsworth, President, Chief Executive Officer, Chief Operating Officer and Director of the Company, Terrence L. Wirginis, former Vice President and Chairman of the Board and Ralph J. Vaclavik, Senior Vice President and Chief Financial Officer of the Company, pursuant to which upon receipt of funds by JECA toward payment of the liquidation preference of its Class B membership interest in PBLLC, 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. While final distributions under the Mississippi Plan of Liquidation are subject to final determination and settlement of claims and expenses, the Company currently estimates that the proceeds of the sale of the Mississippi Properties will not be sufficient to repay the Noteholders the outstanding indebtedness under the Notes and will not be sufficient to satisfy JECA's liquidation preference of its Class B membership interest in PBLLC. Pursuant to the terms of the JECA Proceeds Distribution Agreement, Messrs. Aylsworth, Wirginis and Vaclavik would be entitled to receive an aggregate of approximately $4,800, $4,800 and $300, respectively, were the proceeds sufficient to satisfy the Class B membership unit. See "Note 1. Bankruptcy Proceedings."
On June 7, 2005, the Company made a distribution from the proceeds of the sale of the Mississippi Properties. JECA's Class B membership interest was partially redeemed for $14,375, of which, Messrs. Aylsworth, Wirginis and Vaclavik were paid $3,539, $3,539 and $219, respectively. During August 2005, JECA's Class B membership interest was further redeemed for $1,400, of which additional distributions of $333, $333 and $70 were made to Mssrs. Aylsworth, Wirginis and Vaclavik, respectively. During February 2006, JECA's Class B membership interest was further redeemed for $350, of which additional distributions of $85, $85 and $11 were made to Mssrs. Aylsworth, Wirginis and Vaclavik, respectively.
19. SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES
The components of net change in working capital accounts are as follows:
2006 2005 2004 ------ ------ ------ Changes in working capital accounts: Receivables, net.......................... $ 356 $ (118) $ (7) Prepaid expenses and other current assets. 1,190 643 (349) Accounts payable.......................... (1,345) (4,174) (643) Income taxes payable...................... 32 -- -- Accrued payroll and benefits.............. (1,755) (1,345) 687 Other accrued liabilities................. (15,432) 638 945 --------- --------- -------- $(16,984) $ (4,356) $ 633 ========= ========= ========
During fiscal years 2006 and 2005, the Company paid $315 and $19, respectively, in income taxes. During fiscal year 2004, the Company paid no income taxes. Interest paid by the Company was $13,626, $2,946 and $2,977 for the years ended February 28, 2006, February 28, 2005 and February 29, 2004, respectively.
20. 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.
Income from discontinued operations for the fourth quarter of 2005 includes a $2,416 adjustment to the PBLLC debt, discussed in "Note 7. Long-Term Debt and Current Portion of Long-Term Debt," and a $2,643 adjustment to the obligation
related to the M/V "President Casino-Mississippi," discussed in "Note 10. Discontinued Operations," resulting from the Court approved Mississippi Plan of Liquidation, and the $5,707 reduction of the income tax valuation allowance, discussed in "Note 11. Income Taxes." During the fourth quarter of 2005, discontinued operations also benefitted from the suspension of depreciation in accordance with SFAS 144. These unusual items contributed to the increase in income from discontinued operations during the fourth quarter of 2005.
21. SUBSEQUENT EVENT
On May 25, 2006, Mr. Wirginis resigned as director, Chairman of the Board and Vice President-Marine and Development of the Company, and as an officer and director of the Company's subsidiaries. Mr. Wirginis has informed the Company that he may seek the appointment of an equity holder's committee in the Company's bankruptcy proceedings. Mr. Wirginis has indicated that the equity holder's committee, consisting of Mr. Wirginis and other interested stockholders of the Company, would explore development of an alternative reorganization plan for the Company, including seeking financing arrangements with third parties which would permit the Company to refinance its existing indebtedness and emerge from its bankruptcy proceedings as an operating gaming company. The appointment of an equity holder's committee would be subject to approval by the Missouri Bankruptcy Court, and any such alternative reorganization plan for the Company proposed by the equity holder's committee would require confirmation of the Missouri Bankruptcy Court and the requisite vote of the Company's creditors and equity holders. The Company continues to proceed with the sale of its St. Louis gaming operations to Pinnacle Entertainment consistent with its obligations under the Purchase Agreement with Pinnacle Entertainment. The Company is unable at this time to predict with certainty whether Mr. Wirginis will seek appointment of an equity holder's committee or propose an alternative reorganization plan for the Company, or whether, if proposed, such an alternative reorganization plan would be confirmed by the Missouri Bankruptcy Court.
22. 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 15. 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 28, 2006 and February 28, 2005). 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.
94
(a) Write-offs of uncollectible accounts receivable, net of recoveries.
(b) The decrease in the reserve is due to a decrease in net deferred tax assets of $2,104 and an increase in the valuation allowance of $300 for that alternative minimum tax credit which more likely than not will be realized. See "Note 11. Income Taxes."
(c) The decrease in the reserve is due to a decrease in net deferred tax assets of $2,825 and a decrease in the valuation allowance of $5,707 for that portion of the net operating loss carryforward which more likely than not will be realized. See "Note 11. Income Taxes."
(d) The decrease in the reserve is the result of a decrease in net deferred tax assets.
99 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 28, 2006 and February 28, 2005 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 28, 2006. 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 the 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. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 28, 2006 and February 28, 2005, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2006 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 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 26, 2006
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 and managing entertainment oriented operations with its primary focus on gaming. PCI, along with some of its affiliates is currently operating under Chapter 11 of Title 11, United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri.
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 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 fiscal years 2005, 2004 or 2003.
6. COMMITMENTS AND CONTINGENT LIABILITIES
The Partnership was a party to legal proceedings arising in the normal conduct of business. 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 noncash investing and financing activities during fiscal years 2006, 2005 and 2004.
No interest was paid by the Partnership during fiscal years 2006, 2005 and 2004.
THE CONNELLY GROUP, L.P. SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS For the Years Ended February 28/29, 2006, 2005 and 2004 (in thousands)
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"). (17) 2.2 Riverboat Casino Sale and Purchase Agreement entered into as of 30th day of September, 2004, by and among President Casinos, Inc. debtor and debtor-in-possession in a Chapter 11 bankruptcy case, Case No. 02-53005 pending in the United States Bankruptcy Court for the Eastern District of Missouri, President Riverboat Casino-Missouri, Inc. and Columbia Sussex Corporation. (27) 2.3 Sale and Purchase Agreement, dated as of November 15,2004, by and between The President Riverboat Casino-Mississippi, Inc., Vegas, Vegas, Inc. (each a debtor in Case No. 02-53005-172 pending in the United States Bankruptcy Court for the Eastern District of Missouri), President Broadwater Hotel, LLC, on the one hand, and Broadwater Properties, LLC, on the other hand. (28) 2.4 Amendment to Sale and Purchase Agreement, dated as of November 29, 2004, by and between The President Riverboat Casino- Mississippi, Inc., Vegas, Vegas, Inc. (each a debtor in Case No. 02-53005-172 pending in the United States Bankruptcy Court for the Eastern District of Missouri), President Broadwater Hotel, LLC, on the one hand, and Broadwater Properties, LLC, on the other hand. (29) 2.5 Second Amendment to Sale and Purchase Agreement executed and delivered the 20th day of January, 2005, by Broadwater Development, LLP to President Riverboat Casino-Mississippi, Inc., Vegas Vegas, Inc. (each a debtor in Case No. 02-53005-172 pending in the United States Bankruptcy Court for the Eastern District of Missouri, and President Broadwater Hotel, LLC. (30) 2.6 Riverboat Casino Sale and Purchase Agreement entered into as of February 24, 2006, by and among President Casinos, Inc., debtor and debtor-in-possession in a chapter 11 bankruptcy case, Case No. 02-53005 pending in the United States Bankruptcy Court for the Eastern District of Missouri, President Riverboat Casino- Missouri, Inc. and Pinnacle Entertainment, Inc. (31) 3.1 Restated Articles of Incorporation of the Company. (21) 3.2 By-Laws of the Company, as amended. (32) 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. (12) 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. (14) 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. (14) 4.4.2 President Casinos, Inc. Supplemental Indenture with respect to $25,000,000 12% Notes due September 15, 2001. (18) 4.4.3 President Casinos, Inc. Supplemental Indenture with respect to $75,000,000 13% Senior Notes due September 15, 2001. (18) 10.1 Amended and Restated Agreement of Limited Partnership of TCG. (1) 10.2 The Company's 1992 Stock Option Plan, as amended. (5) * 10.2.1 The Company's 1996 Amended and Restated Stock Option Plan. (7) * 10.2.2 The Company's 1997 Stock Option Plan. (11) * 10.2.3 The Company's 1999 Incentive Stock Plan. (15) 10.3 Management Advisory Agreement for TCG. (1) 10.4 Promissory Note (Vessel-Term) dated July 8, 1992, from President Mississippi to Caterpillar. (3) 10.4.1 Loan Agreement dated July 31, 1992, between President Mississippi and Caterpillar. (1) 10.4.2 Preferred Fleet Mortgage dated July 8, 1992, between President Mississippi and Caterpillar. (1) 10.5 Form of Indemnification Agreement for Directors and Officers. (1) * 10.6 1998 Fiscal Year Management Incentive Plan Participant Form. (9) 10.7 Promissory Note dated July 22, 1997, by and between President Broadwater Hotel, L.L.C. (Broadwater LLC) and Lehman Brothers Holdings Inc. ("Lehman"). (8) 10.7.1 Redemption Agreement dated July 22, 1997, by and among J. Edward Connelly Associates, Inc. ("JECA") and Broadwater LLC and Broadwater Hotel, Inc. (8) 10.7.2 Indemnity Agreement dated July 22, 1997, by Broadwater LLC, the Company and President Mississippi, jointly and severally, in favor of Lehman. (8) 10.7.3 Indemnity and Guaranty Agreement dated July 22, 1997, by the Company and President Mississippi in favor of Lehman. (11) 10.7.4 Unconditional Guaranty of Lease Obligations dated July 22, 1997, by the Company. (8) 10.7.5 Amended and Restated Limited Liability Company Operating Agreement, dated as of July 22, 1997, by and between JECA and President Broadwater Hotel, Inc. (8) 10.8 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. (16) 10.8.1 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. (16) 10.8.2 Escrow Agreement made as of January 18, 2000, by and among
Mercantile Bank, President Missouri and U.S. Title Guaranty Company, Inc. (16) 10.8.3 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. (16) 10.9 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 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. (17) *10.10 Employment agreement dated February 1, 1999, by and between the Company and Ralph J. Vaclavik. (20) *10.10.1 Employment agreement dated March 1, 2002, by and between the Company and Ralph J. Vaclavik. (22) 10.11 Amended and Restated Promissory Note dated as of May 28, 2003 by and between President Broadwater Hotel, LLC and Lehman Brothers Holdings Inc. (23) 10.11.1 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. (23) 10.11.2 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. (23) 10.11.3 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. (23) 10.12 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. (24) 10.12.1 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. (25) 10.13 Agreement for Purchase and Sale of President Broadwater Tower by and between President Broadwater Hotel, LLC and Site Realty Inc., a subsidiary of Morgan Niko, Inc. (26) 10.14 Letter Agreement entered into February 24, 2006 among Pinnacle Entertainment, Inc., President Casinos, Inc. and President
Riverboat Casino-Missouri, Inc. (31) 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. 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 Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1996 filed January 14, 1997. (8) Incorporated by reference from the Company's Report on Form 8-K dated July 24, 1997. (9) 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. (10) 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. (11) Incorporated by reference from the Company's Definitive Proxy Statement for the 1997 Annual Meeting of Stockholders. (12) Incorporated by reference from the Company's Registration Statement on Form 8-A dated December 5, 1997. (13) 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. (14) Incorporated by reference from the Company's Report on Form 8-K dated December 15, 1998. (15) 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. (16) 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. (17) 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. (18) Incorporated by reference from the Company's Report on Form 8-K dated November 22, 2000. (19) 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. (20) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2001 filed July 13, 2001. (21) Incorporated by reference from the Company's Registration Statement on Form S-8 dated October 10, 2001. (22) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarterly period ended Ausust 31, 2002 filed October 15, 2002. (23) 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. (24) Incorporated by reference from the Company's Report on Form 8-K dated September 25, 2003. (25) Incorporated by reference from the Company's Report on Form 8-K dated December 30, 2003. (26) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2004 filed July 14, 2004. (27) Incorporated by reference from the Company's Quarterly Report on Form 10-Q dated August 31, 2004. (28) Incorporated by reference from the Company's Report on Form 8-K dated November 15, 2004. (29) Incorporated by reference from the Company's Report on Form 8-K dated November 29, 2004. (30) Incorporated by reference from the Company's Report on Form 8-K dated January 20, 2005. (31) Incorporated by reference from the Company's Report on Form 8-K dated February 24, 2006. (32) Incorporated by reference from the Company's Report on Form 8-K dated April 6, 2006.
* Compensatory plan filed as an exhibit pursuant to Item 14(c) of this report.