-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ao94QZXp2kfvCwTxWf64uWIlFeEguoOFD3kynUXVAqaZ13PyySfdW1NKQJ3nftvq puQctYYdElSQHbdIFjjpbg== 0000852807-00-000004.txt : 20000321 0000852807-00-000004.hdr.sgml : 20000321 ACCESSION NUMBER: 0000852807-00-000004 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991230 FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZTAR CORP CENTRAL INDEX KEY: 0000852807 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 860636534 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-12092 FILM NUMBER: 573660 BUSINESS ADDRESS: STREET 1: 2390 E CAMELBACK RD STE 400 CITY: PHOENIX STATE: AZ ZIP: 85016-3452 BUSINESS PHONE: 6023814100 10-K405 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 1999 ---------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ---------------- Commission file number 1-5440 ---------------- AZTAR CORPORATION - ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 86-0636534 - ---------------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016 - ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 381-4100 --------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Common stock, $.01 par value New York Preferred share purchase rights New York Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- Facing Page (Continued) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting common equity held by non- affiliates of the registrant was $397,951,843 at March 1, 2000 and is based on a closing price of $9.625 and 41,345,646 common shares outstanding. At March 1, 2000, the registrant had outstanding 42,064,590 shares of its common stock, $.01 par value. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the registrant's 2000 definitive Proxy Statement, to be filed with the Commission, is incorporated by reference into this Form 10-K. The following cross-referenced index details the location of such information. All other sections of the 2000 Proxy Statement are not required in Form 10-K and should not be considered a part thereof. Part and Item of the Form 10-K 2000 Proxy Statement - ------------------------------ -------------------- PART III -------- ITEM 10. Directors and Executive - ------- Officers of the Registrant Under the caption "ELECTION OF DIRECTORS OF THE COMPANY" ITEM 11. Executive Compensation Under the caption - ------- "EXECUTIVE COMPENSATION" except under the sub- caption "Board Compensation Committee Report" ITEM 12. Security Ownership of - ------- Certain Beneficial Owners and Management Under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND DIRECTORS AND OFFICERS" 2 PART I ------ ITEM 1. BUSINESS - ----------------- Aztar Corporation was incorporated in Delaware in June 1989 to operate the gaming business of Ramada Inc. after the restructuring of Ramada Inc. The terms "Aztar", "we", "our", and "us", as used in this Form 10-K, refer to Aztar Corporation and its subsidiaries as a combined entity, except where it is clear that these terms mean only Aztar Corporation. The restructuring of Ramada Inc. involved the disposition of Ramada Inc.'s hotel and restaurant businesses with Ramada Inc.'s shareholders retaining their interest in the gaming business. As part of the restructuring of Ramada Inc., the gaming business and certain other assets and liabilities of Ramada Inc. were transferred to Aztar, and a wholly-owned subsidiary of New World Hotels (U.S.A.), Inc. was merged with Ramada Inc. In this merger, each share of Ramada Inc. common stock was converted into the right to receive $1.00 and one share of Aztar common stock. Aztar operates in major domestic gaming markets with casino hotel facilities in Atlantic City, New Jersey, and Las Vegas and Laughlin, Nevada. Aztar operates riverboat casinos in Caruthersville, Missouri, and Evansville, Indiana. Aztar is an experienced developer and operator of casinos that provide an excellent gaming environment for middle- to upper- tier customers. TROPICANA ATLANTIC CITY Tropicana Casino and Resort is located on approximately 10 acres of land with 220 yards of ocean frontage along the boardwalk in Atlantic City. Tropicana Atlantic City features 1,624 hotel rooms and a 126,000 square foot casino with 3,709 slot machines, 162 table games, a baccarat lounge and a poker room. This facility has parking facilities to accommodate 3,300 vehicles. Tropicana Atlantic City also features: - a 2,008 seat theatrical showroom which regularly presents headliner entertainment; - approximately 47,000 square feet of meeting, convention and banquet space; - four gourmet restaurants and several medium-priced restaurants; and - other amenities including indoor and outdoor swimming pools, tennis courts, a health and fitness club and a jogging track. The Atlantic City gaming market has historically demonstrated continued growth despite the emergence of new gaming venues across the country. The 12 hotel casinos in Atlantic City generated approximately $4.2 billion in gaming revenues in 1999, a 3% increase over 1998. There are several infrastructure developments that have recently been completed or which are underway that may attract additional visitors to Atlantic City. These developments include new housing and retail development, an upgrade and expansion of the Atlantic City International Airport and a new convention center with the largest exhibition space between New York and Washington D.C. 3 The primary target market for Tropicana Atlantic City is the area consisting of New Jersey, New York and Pennsylvania. Based on the most recent census data, there are approximately 25 million persons within a 120-mile radius of Atlantic City and 58 million persons within a 300-mile radius. Several major casino operators have announced plans to develop projects or expand existing facilities in the marina or the boardwalk areas. The marina projects are not expected to open for a number of years. When these projects open they will create increased competition in Atlantic City. However, our view is that these new projects, if well-designed and executed, may also attract new patrons to the Atlantic City gaming market. If so, this will mitigate concern about the ultimate impact of those projects on our existing Atlantic City operations. TROPICANA LAS VEGAS Tropicana Resort and Casino is located on approximately 34 acres on the "Strip" in Las Vegas, Nevada. The Tropicana has 1,877 hotel rooms and suites and a 62,000 square foot casino containing 1,651 slot machines and 45 table games. The facility also has parking to accommodate approximately 2,300 vehicles. Tropicana Las Vegas also features: - one of the world's largest indoor/outdoor swimming pools; - a five-acre water park and tropical garden; - approximately 100,000 square feet of convention and exhibit space; - seven restaurants; and - the Folies Bergere, the longest running production show in Las Vegas. Together with the MGM Grand, Excalibur, Luxor, Monte Carlo and New York-New York mega-resorts, the Tropicana Las Vegas is located at the intersection known as the "New Four Corners" at Las Vegas Boulevard and Tropicana Avenue. The Las Vegas gaming market consisted of approximately 120,000 hotel rooms at the end of 1999. Gaming revenue in Las Vegas grew to $5.7 billion in 1999, a 14% increase over 1998. During 1999, 3 new mega- resorts, known as Mandalay Bay, Venetian and Paris, opened on the Strip. Another major casino hotel, known as Aladdin, with approximately 2,600 rooms, is under construction on the Strip and is expected to open in late 2000. Aztar leases the Tropicana Las Vegas, though our wholly-owned subsidiary, from an unconsolidated partnership in which we have a noncontrolling 50% interest. We have an option to purchase the 50% partnership interest that we do not own. The option agreement gives us an unconditional right, but not the obligation, to purchase the partnership interest for $120 million until as late as February 1, 2002. We are exploring alternatives for a major redevelopment of the property. The amount and timing of any future expenditure, and the extent of any impact on existing operations, will depend on the nature of the redevelopment we ultimately undertake. 4 RAMADA EXPRESS Ramada Express Hotel and Casino is located on approximately 28 acres in Laughlin, Nevada. Laughlin is situated on the Colorado River at Nevada's southern tip. The Ramada Express features a Victorian-era railroad theme, which includes a train that carries guests between the parking areas and the casino hotel. The property has 1,500 hotel rooms and a 55,000 square foot casino containing 1,552 slot machines and 33 table games. The facility also has parking to accommodate 2,400 vehicles. Ramada Express also features: - four restaurants; - a lounge; and - special events and retail space. The Laughlin gaming market consists of approximately 11,000 rooms and its gaming revenue for 1999 was $0.5 billion, an 8% increase over 1998. CASINO AZTAR EVANSVILLE Casino Aztar Evansville was the first gaming facility to open in Indiana. It operates on the Ohio River in Evansville. The facility contains approximately 37,250 square feet of casino space with 1,298 slot machines and 73 table games. Casino Aztar Evansville has a 250-room hotel and has parking for 1,700 vehicles. The casino riverboat is certified to carry 2,700 passengers and a crew of 300. The 40,000 square foot pavilion which accompanies the riverboat contains passenger ticketing and pre-boarding facilities, including: - three restaurants; - a sidewalk cafe; - an entertainment lounge; and - a gift shop. Casino Aztar Evansville is located in the heart of metropolitan Evansville and has developed strong brand recognition in Southwest Indiana. The closest casino property is approximately 100 miles and over a two-hour drive away. Based on the most recent census data, approximately 400,000 persons reside within a 30-mile radius of the property, approximately 850,000 persons live within a 60-mile radius, and almost four million persons live within a 120-mile radius, which includes the metropolitan Louisville, Kentucky area. Additionally, the economy in the Evansville area is vibrant, fueled most recently by the opening of a large Toyota truck manufacturing facility for which Toyota has already announced expansion plans. Gaming revenue in the Southern Indiana market (four riverboats) grew by 27% in 1999 to $0.7 billion. Although we believe that Casino Aztar Evansville has a strong base of loyal customers, the property operates in a more competitive environment due to the opening in November 1998 of a riverboat near Louisville, Kentucky. 5 CASINO AZTAR CARUTHERSVILLE Casino Aztar Caruthersville operates on a 37-acre site on the Mississippi River in Caruthersville, Missouri, strategically located near Interstates 55 and 155. The casino riverboat has a capacity of 800 passengers plus crew. During 1999, our casino capacity was expanded to approximately 19,000 square feet with 654 slot machines and 24 table games. The facility has parking for 1,000 vehicles including recreational vehicles. The property's passenger pavilion provides ticketing and pre-boarding facilities, including: - a restaurant; - a sports lounge; and - a snack bar and other amenities. In addition, a climate-controlled pavilion and an outdoor arena are used for exhibitions, entertainment, rodeo competitions and other events. We have some unused land at this site and we are encouraging third-party developers to develop facilities on this land that would complement our operations. Casino Aztar Caruthersville is located in the "boot heel" of Missouri in close proximity to I-55, the major north-south interstate running along the Mississippi River. It serves the southeast Missouri market including the neighboring states of Illinois, Kentucky, Tennessee and Arkansas. Based on the most recent census data, there are approximately 634,000 persons within a 60-mile radius of the property and three million persons within a 120- mile radius, which includes metropolitan Memphis. COMPETITION We face intense competition in each of the markets in which our land-based gaming facilities are located. All of our casinos primarily compete with other casinos in their geographic market. Our properties compete to a lesser extent with casinos in other locations, including on Native American lands and on cruise ships, and with other forms of legalized gaming in the United States, including state-sponsored lotteries, off-track wagering and card parlors. Some of our competitors have significantly greater financial resources than we do. Several states have considered legalizing casino gaming and others may in the future. In early March 2000, voters in California approved expanded Native American gaming. Tropicana Atlantic City. There are 11 casino hotel facilities operating in Atlantic City which compete with Tropicana Atlantic City. No new casinos have opened in Atlantic City since April 1990 but many of the existing casinos increased their gaming capacities between 1994 and 1996 and a few casino hotels have had major expansions. Other companies have announced a desire to open or expand casinos in the future. Accordingly, we expect that there will be a substantial increase in the number of hotel rooms and casinos in Atlantic City in the next few years. This expansion will likely increase competition, although it may also expand the overall market for gaming in Atlantic City. 6 Tropicana Atlantic City also competes with casinos on Native American lands in Connecticut. In 1992, the Mashantucket Pequot tribe began operating the Foxwoods High Stakes Casino and Bingo Hall, one of the largest casinos in the United States, in Ledyard, Connecticut. The Mohegan tribe began operating a casino in Connecticut in 1996 and is currently working on a significant expansion. In addition, slot machines have been added to race tracks in Delaware and West Virginia. The adoption of legislation approving casino gaming in any jurisdiction near New Jersey, particularly Delaware, Maryland, New York or Pennsylvania, could have a material adverse effect on the Atlantic City market, depending on the form and scope of this gaming. Tropicana Las Vegas. Our Las Vegas property operates on the intensely competitive Las Vegas Strip. Several major casino hotels opened on the Las Vegas Strip during the last several years, including Monte Carlo, Bellagio, New York-New York, Mandalay Bay, Venetian and Paris. Another major casino hotel, known as Aladdin, is under construction on the Strip and is expected to open in late 2000. Announcements have been made for other new developments. In addition, several casino hotels have opened or have been expanded in other parts of Las Vegas or near Las Vegas. New developments appear to have expanded the Las Vegas market. We cannot assure you, however, that the increased competition from the new casinos will not have an adverse effect on Tropicana Las Vegas. Ramada Express. In the Laughlin market, there have been expansions of existing casino hotels. In addition, the Mojave tribe operates a casino hotel in Nevada approximately 8 miles south of Laughlin. The Laughlin market has been affected by the Native American casinos in Arizona and California and additional capacity in Las Vegas and the surrounding area. Casino Aztar Evansville. Casino Aztar Evansville competes primarily with an Indiana riverboat in the Louisville, Kentucky market area and a riverboat casino in Metropolis, Illinois. The riverboat in the Louisville area opened in November 1998. We suffered a 15% decrease in casino revenue at Casino Aztar Evansville in 1999 compared with 1998. We believe that the decrease in casino revenue was due to the increased competition from the Louisville area riverboat in combination with severe winter weather in Evansville's feeder markets in January and March 1999. Casino Aztar Evansville also competes with two other Indiana riverboat casinos on the Ohio River in the Cincinnati, Ohio market area. It also competes with riverboat casinos in other Indiana locations, none of which are in its primary 50-mile radius market area. In addition, the Indiana Gaming Commission granted another operator a certificate of suitability to operate a casino in our outer market 35 miles southwest of Cincinnati, which is expected to open in late summer 2000. Casino Aztar Evansville may also face additional future competition from the potential legalization of casino gaming in Kentucky. Casino Aztar Caruthersville. Casino Aztar Caruthersville competes primarily with other riverboat casinos in nearby states, including a riverboat in Metropolis, Illinois and riverboat casinos in Mississippi that attract residents of Casino Aztar Caruthersville's secondary Memphis, Tennessee market. Casino Aztar Caruthersville also competes to a lesser extent with riverboat casinos in other cities in Missouri, none of which are in its primary 60-mile radius market area. Casino Aztar Caruthersville may also face additional future competition from the potential legalization of casino gaming in Arkansas. 7 General. Competition involves not only the quality of casino, room, restaurant, entertainment and convention facilities, but also room, food and beverage prices. The level of gaming activity also varies significantly from time to time depending on factors including: - general economic conditions; - offering of special events and promotions; - hotel occupancies; - the extent and quality of complimentary services to attract high- stakes players; - in Atlantic City, casino customers arriving under bus programs; - personal attention offered to guests and casino customers; - advertising; - entertainment; - slot machine pay-out rates; and - credit policies with respect to high-stakes players. As a result, our operating results can be adversely affected by significant cash outlays for advertising and promotion and complimentary services to patrons, the amount and timing of which are partially dictated by the policies of competitors. If our operating revenues are insufficient to allow management the flexibility to match the promotions of competitors, the number of our casino patrons may decline, which may have an adverse effect on our financial performance. SEASONALITY We experience significant fluctuations in our operating results due to seasonality. Tropicana Atlantic City experiences seasonal fluctuations in casino play that is higher during the months of May through October. As a result, Aztar's revenues during the first and fourth quarters have generally been lower than for the second and third quarters and from time to time Aztar has experienced losses in the first and fourth quarters. Because Atlantic City Tropicana's operating results especially depend upon operations in the summer months, any event that adversely affects the operating results of the Atlantic City Tropicana during that period could have a material adverse effect on our operations and financial condition. Given Atlantic City's location, it is also subject to occasional adverse weather conditions including storms and hurricanes that would impede access to Atlantic City and adversely impact our operations. The gaming markets in Las Vegas and Laughlin experience a slight decrease in gaming activity in the hot summer months and during the holiday period between Thanksgiving and Christmas. Our casino riverboats experience higher casino revenues in the spring and summer months than in the fall and winter months. 8 PLAYER CREDIT We conduct our gaming activities on a credit as well as a cash basis, except in Missouri, which prohibits gaming on a credit basis. Table games players are typically extended more credit than slot players, and high- stakes players are typically extended more credit than patrons who tend to wager lower amounts. We currently market to customers in all gaming segments. Our credit policy varies from facility to facility based upon the various types of customers at each facility. Gaming debts are legally enforceable under the current laws of Indiana, New Jersey and Nevada, however, it is not clear that all other states or that foreign countries will honor these policies. We have made provisions for estimated uncollectible gaming receivables in order to reduce gaming receivables to amounts deemed to be collectible. However, our inability to collect gaming receivables could have a material adverse effect on our results of operations. SECURITY AND SURVEILLANCE Gaming operations at our casinos are also subject to risk of substantial loss as a result of employee or patron dishonesty, credit fraud or illegal slot machine manipulation. We have in place stringent control procedures to minimize these risks including supervision of employees, monitoring by electronic surveillance equipment and use of two-way mirrors. However, we cannot assure you that losses will not occur. In New Jersey, our activities are observed and monitored on an ongoing basis by agents of both the New Jersey Casino Control Commission and the New Jersey Division of Gaming Enforcement, each of which maintains a staff on the premises of Tropicana Atlantic City. Similarly, in Nevada our gaming subsidiaries must comply with certain regulatory requirements concerning casino and game security and surveillance. The gaming operations of Tropicana Las Vegas and Ramada Express are subject to routine audit and supervision by agents of the Nevada State Gaming Control Board. In Missouri and Indiana, our casino riverboat operations are subject to the control procedures of the Missouri Gaming Commission and the Indiana Gaming Commission, respectively. The Missouri Gaming Commission maintains a staff at Casino Aztar Caruthersville and the Indiana Gaming Commission maintains a staff at Casino Aztar Evansville. REGULATION AND LICENSING General Regulatory aspects of the gaming business are pervasive in nature and the following description should not be construed as a complete summary of all the regulatory requirements faced by Aztar. Gaming authorizations, once obtained, can be suspended or revoked for a variety of reasons. If Aztar is ever precluded from operating one of its gaming facilities, it would, to the extent permitted by law, seek to recover its investment by sale of the property affected, but Aztar cannot guarantee that it would recover its full investment. From time to time, legislative and regulatory changes are proposed, and court decisions rendered, that could be adverse to Aztar. On June 18, 1999, the National Gambling Impact Study Commission released a report that 9 could result in federal legislation regulating the gaming industry. In addition, from time to time, investigations are conducted relating to the gaming industry. Tropicana Atlantic City, Casino Aztar Caruthersville and Casino Aztar Evansville are required to report particular cash transactions to the U.S. Department of the Treasury pursuant to the Bank Secrecy Act. Violation of the reporting requirements of the Bank Secrecy Act could result in civil as well as criminal penalties, including fines, imprisonment or both, which in turn could result in the revocation, suspension, imposition of conditions upon or failure to renew the casino license of the affected facility. The States of Nevada and Indiana have adopted regulations similar to the Bank Secrecy Act that require the Nevada and Indiana facilities to document and report specific currency transactions to the Nevada State Gaming Control Board and the Indiana Gaming Commission, respectively. Violation of these regulations could result in action by Nevada or Indiana authorities to fine or revoke, suspend, impose conditions upon or fail to renew the Nevada or Indiana facilities' licenses and Aztar's licensing approval. Except to the extent of a violation as noted above, these reporting requirements are not expected to have any adverse effects on Aztar's casino operations. Regulation and Licensing - Nevada The ownership and operation of casino gaming facilities in Nevada are subject to (a) the Nevada Gaming Control Act and the regulations promulgated under that Act, referred to collectively as the "Nevada Act" and (b) various local regulations. The gaming operations of Tropicana Las Vegas and Ramada Express are subject to the licensing and regulatory control of the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board. Each of the Nevada Commission, Nevada Control Board and Clark County Board are collectively referred to as the "Nevada Gaming Authorities." The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: - the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; - the establishment and maintenance of responsible accounting practices and procedures; - the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; - the prevention of cheating and fraudulent practices; and - the provision of a source of state and local revenues through taxation and licensing fees. Change in these or other laws, regulations and procedures that apply to Aztar could have an adverse effect on Aztar. 10 Hotel Ramada of Nevada is Aztar's wholly-owned subsidiary which operates the casino at Tropicana Las Vegas. Ramada Express, Inc. is Aztar's wholly- owned subsidiary which operates the Ramada Express casino in Laughlin. Hotel Ramada of Nevada and Ramada Express, Inc. are both required to be licensed by the Nevada Gaming Authorities. The gaming licenses require the periodic payment of fees and taxes and are not transferable. Aztar is registered by the Nevada Commission as a publicly traded corporation ("Registered Corporation") and is therefore required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. No person may become a stockholder of, or receive any percentage of profits from, Hotel Ramada of Nevada or Ramada Express, Inc. without first obtaining licenses and approvals from the Nevada Gaming Authorities. Aztar, Hotel Ramada of Nevada, and Ramada Express, Inc. have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada. The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Aztar, Hotel Ramada of Nevada or Ramada Express, Inc. in order to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and some key employees of Hotel Ramada of Nevada and Ramada Express, Inc. must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Some officers, directors and key employees of Aztar who are actively and directly involved in gaming activities of Hotel Ramada of Nevada and Ramada Express, Inc. may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position. If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with Aztar, Hotel Ramada of Nevada or Ramada Express, Inc., the companies involved would have to sever all relationships with this person. In addition, the Nevada Commission may require Aztar, Hotel Ramada of Nevada or Ramada Express, Inc. to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada. Aztar, Hotel Ramada of Nevada and Ramada Express, Inc. are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by Hotel Ramada of Nevada and Ramada Express, Inc. must be reported to, or approved by, the Nevada Commission. 11 If it were determined that the Nevada Act was violated by Hotel Ramada of Nevada or Ramada Express, Inc., the gaming licenses held by Hotel Ramada of Nevada or Ramada Express, Inc. could be limited, conditioned, suspended or revoked, subject to compliance with particular statutory and regulatory procedures. In addition, Hotel Ramada of Nevada, Ramada Express, Inc., Aztar and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate Aztar's Nevada gaming properties and, under some circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of Aztar's Nevada gaming properties) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect Aztar. Any beneficial holder of Aztar's voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have his suitability as a beneficial holder of Aztar's voting securities determined if the Nevada Commission has reason to believe that this ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting this investigation. The Nevada Act requires any person who acquires more than 5% of Aztar's voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of Aztar's voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the chairman of the Nevada Control Board mails the written notice requiring this filing. Under some circumstances, an "institutional investor," as defined in the Nevada Act, which acquires more than 10%, but not more than 15%, of Aztar's voting securities may apply to the Nevada Commission for a waiver of the finding of suitability if the institutional investor holds the voting securities for investment purposes only. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of Aztar, any change in Aztar's corporate charter, bylaws, management, policies or operations of Aztar, or any of its gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding Aztar's voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: - voting on all matters voted on by stockholders; - making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and - other activities as the Nevada Commission may determine to be consistent with this investment intent. 12 If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation. Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission or the chairman of the Nevada Control Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond the period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. Aztar is subject to disciplinary action if, after it receives notice that a person is unsuitable to be a stockholder or to have any other relationship with Aztar, Hotel Ramada of Nevada or Ramada Express, Inc., Aztar - pays that person any dividend or interest upon its voting securities, - allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, - pays remuneration in any form to that person for services rendered or otherwise, or - fails to pursue all lawful efforts to require the unsuitable person to relinquish his voting securities for cash at fair market value. Additionally, the Clark County Board has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license. The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation, including Aztar, to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own the security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: - pays to the unsuitable person any dividend, interest, or any distribution whatsoever; - recognizes any voting right by the unsuitable person in connection with the securities; - pays the unsuitable person remuneration in any form; or - makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction. Aztar is required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be 13 required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make this disclosure may be grounds for finding the record holder unsuitable. Aztar is also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require Aztar's stock certificates to bear a legend indicating that the securities are subject to the Nevada Act. However, to date, the Nevada Commission has not imposed this requirement on Aztar. Aztar may not make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for these purposes. This approval, if given, does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Control Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities. Any representation to the contrary is unlawful. On May 27, 1999, the Nevada Commission granted Aztar prior approval to make public offerings for a period of two years subject to some conditions (the "Shelf Approval"). However, the Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the chairman of the Nevada Control Board. The Shelf Approval does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Control Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful. Changes in control of Aztar through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Control Board and Nevada Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction. The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy to: - assure the financial stability of corporate gaming operators and their affiliates; - preserve the beneficial aspects of conducting business in the corporate form; and - promote a neutral environment for the orderly governance of corporate affairs. 14 Approvals are, in some circumstances, required from the Nevada Commission before Aztar can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by Aztar's board of directors in response to a tender offer made directly to the Registered Corporation's stockholders for the purposes of acquiring control of the Registered Corporation. License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee's respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either: - a percentage of the gross revenues received; - the number of gaming devices operated; or - the number of table games operated. A casino entertainment tax is also paid by Hotel Ramada of Nevada and Ramada Express, Inc. where entertainment is furnished in connection with the selling of food, refreshments or merchandise in a cabaret, nightclub, cocktail lounge or casino showroom. Any person who is licensed, required to be licensed, registered, required to be registered or is under common control with these persons (a "Licensee", or collectively, "Licensees"), and who proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Control Board of their participation in this foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with specific reporting requirements imposed by the Nevada Act. A Licensee is also subject to disciplinary action by the Nevada Commission if it knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engages in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employs a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal unsuitability. The sale of alcoholic beverages by Hotel Ramada of Nevada and Ramada Express, Inc. is subject to licensing, control and regulation by the Clark County Board. All licenses are revocable and are not transferable. The Clark County Board has full power to limit, condition, suspend or revoke any license, and this disciplinary action could (and revocation would) have a material adverse effect upon the operations of Aztar, Hotel Ramada of Nevada or Ramada Express, Inc. 15 Regulation and Licensing - New Jersey The ownership and operation of casino hotel facilities and gaming activities in Atlantic City, New Jersey, are subject to extensive state regulation under the New Jersey Casino Control Act and the regulations of the New Jersey Casino Control Commission. In general, the New Jersey Act and regulations provide for more extensive controls over a broader scope of gaming-related activities than does the Nevada regulatory system. The New Jersey Act and regulations concern primarily the financial stability and character of casino licensees, their intermediary and holding companies, their employees, their security holders and others financially interested in casino operations, the nature of hotel and casino facilities and a wide range of gaming and non-gaming related operations. The New Jersey Act and regulations include detailed provisions concerning, among other things: - financial and accounting practices used in connection with casino operations; - residence and equal employment opportunities for employees of casino operators, contractors for casino facilities and others; - rules of games, levels of supervision of games and methods of selling and redeeming chips; - manner of granting credit, duration of credit and enforceability of gaming debts; - manufacture, distribution and sale of gaming equipment; - security standards; - management control procedures; - accounting and cash control methods; - reports to gaming authorities; - advertising of casinos; and - standards for entertainment and distribution of alcoholic beverages in casinos. A number of these provisions require practices which are different from those in Nevada and some of them result in casino operating costs being higher than those in comparable facilities in Nevada. The New Jersey Act also established the New Jersey Division of Gaming Enforcement (the "New Jersey Division") to investigate all license applications, enforce the provisions of the New Jersey Act and attendant regulations and prosecute all proceedings for violations of the New Jersey Act and regulations before the New Jersey Commission. The New Jersey Division also conducts audits and continuing reviews of all casino operations. 16 Adamar of New Jersey, Inc., a wholly-owned subsidiary of Aztar, has been licensed (subject to quadrennial renewal) by the New Jersey Commission to operate Tropicana Atlantic City. In November 1982, the New Jersey Commission granted a plenary license to Adamar of New Jersey, Inc. In November 1999, the license was renewed for a period of four years. Aztar and Ramada New Jersey Holdings Corporation, another of Aztar's New Jersey gaming subsidiaries, have been approved as qualified holding companies for Adamar of New Jersey, Inc.'s casino license. Officers and directors of Aztar, Ramada New Jersey Holdings Corporation and Adamar of New Jersey, Inc. and employees who work at casino hotel facilities operated by Adamar of New Jersey, Inc. also have been or must be qualified, licensed or registered. In addition, all contracts affecting the facilities are subject to approval, and all enterprises that conduct business with Adamar of New Jersey, Inc. must register with the New Jersey Commission and those enterprises that conduct gaming related businesses or that conduct business on a regular and continuing basis, as defined by the regulations under the New Jersey Act, must be licensed by the New Jersey Commission. The New Jersey Commission has broad discretion regarding the issuance, renewal, revocation and suspension of casino licenses. Casino licenses are not transferable. A casino hotel facility must also continually satisfy specific requirements concerning, among other things, the number of qualifying sleeping units and the relationship between the number of qualifying sleeping units and the square footage of casino space. Aztar believes that Tropicana Atlantic City continues to meet these requirements. The New Jersey Act further provides that each person who directly or indirectly holds any beneficial interest or ownership of the securities issued by a casino licensee or any of its intermediary or holding companies, those persons who, in the opinion of the New Jersey Commission, have the ability to control the casino licensee or its intermediary or holding companies or elect a majority of the board of directors of said companies, other than a banking or other licensed lending institution which makes a loan or holds a mortgage or other lien acquired in the ordinary course of business, and lenders and underwriters of said companies may be required to seek qualification from the New Jersey Commission. However, because Aztar is a publicly traded holding company, in accordance with the provisions of the New Jersey Act, a waiver of qualification may be granted by the New Jersey Commission, with the concurrence of the director of the New Jersey Division, if it is determined that said persons or entities are not significantly involved in the activities of Adamar of New Jersey, Inc. and, in the case of security holders, do not have the ability to control Aztar or elect one or more of its directors. There exists a rebuttable presumption that any person holding 5% or more of the equity securities of a casino licensee's intermediary or holding company or a person having the ability to elect one or more of the directors of such a company has the ability to control the company and thus must obtain qualification from the New Jersey Commission. Notwithstanding this presumption of control, the New Jersey Act provides for a waiver of qualification for passive "institutional investors," as defined by the New Jersey Act, if the institutional investor purchased the securities for investment purposes only and where the securities constitute 17 - less that 10% of the equity securities of a casino licensee's holding or intermediary company or - debt securities of a casino licensee's holding or intermediary company representing a percentage of the outstanding debt of the company not exceeding 20% or a percentage of any issue of the outstanding debt of the company not exceeding 50%. The waiver of qualification is subject to some conditions including, upon request of the New Jersey Commission, filing a certified statement that the institutional investor has no intention of influencing or affecting the affairs of the issuer. A waiver of qualification may also be granted to institutional investors holding a higher percentage of securities of a casino licensee's holding or intermediary company upon a showing of good cause. If the institutional investor is granted a waiver and subsequently determines to influence or affect the affairs of the issuer, it must provide not less than 30 days notice of this intent and file with the New Jersey Commission an application for qualification before taking any action which may influence or affect the affairs of the issuer, except that an institutional investor holding voting securities will be permitted to vote on matters put to the vote of the holders of outstanding voting securities. If an institutional investor that has been granted a waiver subsequently changes its investment intent, or if the New Jersey Commission finds reasonable cause to believe that the institutional investor may be found unqualified, no action other than divestiture will be taken by the investor with respect to the security holdings until the investor complies with the provisions of the New Jersey Act concerning Interim Casino Authorization. The provisions of the New Jersey Act concerning Interim Casino Authorization provide that whenever a security holder of either equity or debt is required to qualify pursuant to the New Jersey Act, the security holder will, within 30 days after the New Jersey Commission determines that qualification is required or declines to waive qualification, - file a completed application for qualification, along with an executed and approved Trust Agreement, wherein all securities of the holding or intermediary company held by that security holder are placed in trust pending qualification, or - file a notice of intent to divest itself of the securities as the New Jersey Commission may require so as to remove the need for qualification, which securities must be divested within 120 days from the date the determination was made. The New Jersey Act further requires that corporate licensees and their subsidiaries, intermediaries and holding companies adopt specific provisions in their certificates of incorporation that require some remedial action in the event that an individual owner of any security of such company is found disqualified under the New Jersey Act. The required certificate of incorporation provisions vary depending on whether the stock of the company subject to the requirements of the New Jersey Act is publicly or privately traded. Pursuant to the New Jersey Act, the certificate of incorporation of a publicly held company must provide that any securities of the corporation are held subject to the condition that if a holder is found to be disqualified by the New Jersey Commission pursuant 18 to the New Jersey Act the holder will dispose of his interest in the company. The certificate of incorporation of a privately held company must create the absolute right of the company to repurchase at the market price or purchase price, whichever is the lesser, any security, share or other interest in the company in the event the New Jersey Commission disapproves a transfer in accordance with the provisions of the New Jersey Act. Aztar is a publicly held company and, accordingly, a provision has been placed in its restated certificate of incorporation which provides that a holder of its securities must dispose of the securities if the holder is found disqualified under the New Jersey Act. In addition, Aztar's restated certificate of incorporation provides that it may redeem the stock of any holder found to be disqualified. If, at any time, it is determined that Adamar of New Jersey, Inc. has violated the New Jersey Act or regulations, or if any security holder of Aztar, Adamar of New Jersey, Inc. or Ramada New Jersey Holdings Corporation who is required to be qualified under the New Jersey Act is found disqualified but does not dispose of the securities, Adamar of New Jersey, Inc. could be subject to fines or its license could be suspended or revoked. If Adamar of New Jersey, Inc.'s license is revoked, the New Jersey Commission could appoint a conservator to operate and to dispose of any casino hotel facilities of Adamar of New Jersey, Inc. Net proceeds of a sale by a conservator and net profits of operations by a conservator (at least up to an amount equal to a fair return on Adamar of New Jersey, Inc.'s investment which is reasonable for casinos or hotels) would be paid to Adamar of New Jersey, Inc. In addition to compliance with the New Jersey Act and regulations relating to gaming, any facility built in Atlantic City by Adamar of New Jersey, Inc. or any other subsidiary of Aztar must comply with the New Jersey and Atlantic City laws and regulations relating to, among other things, the Costal Area Facilities Review Act, construction of buildings, environmental considerations, operation of hotels and the sale of alcoholic beverages. The New Jersey Commission is authorized to establish fees for the issuance or renewal of casino licenses. Yearly casino hotel alcoholic beverage license fees are payable for each facility in any of five specified categories in any licensed casino hotel. There is also an annual license fee on each slot machine. The New Jersey Commission is also authorized by regulation to establish annual fees for the issuance and renewal of licenses other than casino licenses. The New Jersey Act imposes an annual tax of eight percent on gross revenues (as defined in the New Jersey Act). In addition, casino licensees are required to invest one and one-quarter percent of gross casino revenues for the purchase of bonds to be issued by the Casino Reinvestment Development Authority or make other approved investments equal to that amount; in the event the investment requirement is not met, the casino licensee is subject to a tax in the amount of two and one-half percent on gross revenues. Regulation and Licensing - Missouri On November 3, 1992, a statewide referendum authorized gaming in the state of Missouri on the Missouri and the Mississippi Rivers. Local approval from the home dock municipality, as required by the legislation, was also 19 obtained from the City of Caruthersville in the November 3, 1992 election. On April 29, 1993, Missouri enacted revised legislation (the "Missouri Gaming Law") which amended the existing legislation. The Missouri Gaming Law established the Missouri Gaming Commission, which is responsible for the licensing and regulation, and enforcement with respect to some aspects, of riverboat gaming in Missouri and has the discretion to approve license applications for riverboat gaming facilities. In July 1993, Aztar was chosen by the City of Caruthersville as the preferred applicant to develop a gaming facility, and on September 20, 1993, Aztar's subsidiary, Aztar Missouri Gaming Corporation, predecessor in interest to the current licensee, Aztar Missouri Riverboat Gaming Company, L.L.C. ("Aztar Missouri"), filed its initial application with the Missouri Gaming Commission. The Missouri Gaming Commission conducted a formal investigation of Aztar Missouri's application and granted an owner/operator gaming license to Aztar Missouri on April 26, 1995. In a decision handed down on January 25, 1994, the Missouri Supreme Court held that games of chance were prohibited under the Missouri constitution. On April 5, 1994, Missouri voters narrowly defeated the adoption of a constitutional amendment that would have excepted excursion boats and floating facilities from the constitutional prohibition on lotteries. Local voters did re-approve gaming in the City of Caruthersville in the April 5, 1994 election. Following the April 5, 1994 election, the Missouri legislature amended the existing Missouri Gaming Law to clarify some definitions and to resolve some constitutional questions raised in the Missouri Supreme Court decision. Pursuant to the Missouri Gaming Law, there are ten operating riverboat gaming facility sites in Missouri (some with multiple licensed riverboat casinos): one in Caruthersville, four in the St. Louis area, four in the Kansas City area, and one in St. Joseph. In a statewide election held on November 8, 1994, Missouri voters approved the adoption of an amendment to the Missouri Constitution which permits the legislature to allow games of chance to be conducted on excursion boats and floating facilities on the Mississippi River and the Missouri River. As a result of the amendment, full-scale gaming, subject to Missouri Gaming law, is now available 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 Aztar 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 Aztar Missouri. Under the Missouri Gaming Law, the ownership and operation of riverboat gaming facilities in Missouri are subject to extensive state and local regulation. Aztar, Aztar Missouri, any subsidiaries, and some of their 20 officers and employees are and will be subject to specific regulations. As part of the application and licensing process for a gaming license, the applicant must submit detailed financial, operating and other reports to the Missouri Gaming Commission. Each applicant has an ongoing duty to update the information provided to the Missouri Gaming Commission in the application. Aztar Missouri has frequently updated its application materials since it was initially licensed. In addition to the information required of the applicant, directors, officers and other key persons must submit Personal Disclosure Forms, which include detailed personal financial information, and are subject to thorough investigations. In addition, some officers and directors of Aztar, as well as Aztar itself, have submitted Personal Disclosure Forms and applications to the Missouri Gaming Commission. All gaming employees must obtain an occupational license issued by the Missouri Gaming Commission. The operators' licenses (or "Class A" gaming licenses) are issued through application to the Missouri Gaming Commission, which requires, among other things: - investigations into an applicant's character, financial responsibility and experience qualifications and - that applicants furnish: - financial information, referenced above; - detailed information about the applicant's history, business, affiliations, officers, directors and owners; - an affirmative action plan for the hiring and training of minorities and women; and - an economic development or impact report. License fees are a minimum of $50,000 for the initial application and $25,000 annually thereafter. Licenses are to last for a term of two to three years, except that the initial license and first renewal granted to each gaming operator are to be for terms of one year. Aztar Missouri was relicensed in March 1999 for a period of two years. 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 licenses issued by the Missouri Gaming Commission may not be transferred nor pledged as collateral. The Missouri Gaming Law regulations bar a licensee from taking any of the following actions without prior notice to, and approval by, the Missouri Gaming 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 $1,000,000 or more; - any public issuance of debt by a licensee or its holding company; and - defined "significant related party transactions". 21 In addition, the licensee must notify the Missouri Gaming 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 $1,000,000. The restrictions on transfer of ownership apply to Aztar as well as the direct licensee, Aztar Missouri. Gaming equipment and corporate stock of some licensees may not be pledged except in narrow circumstances and subject to some regulatory conditions. Missouri statutes and administrative rules contain detailed requirements concerning the operation of a licensed excursion gaming boat facility, including: - a charge of two dollars per gaming customer per excursion, as discussed below, that licensees must pay to the Missouri Gaming Commission; - requirements regarding minimum payouts; - a 20% tax on adjusted gross receipts; - 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 Gaming Commission for all costs of any Missouri Gaming Commission staff, including Missouri Highway Patrol Officers, necessary to protect the public on the licensee's riverboat. Licensees also must submit monthly and annual reports of financial and statistical data and quarterly and annual audited financial information and compliance reports to the Missouri Gaming Commission and pay the associated auditing fees. Other areas of operation which are subject to regulation under the Missouri 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 Missouri Gaming Commission requires comprehensive safety inspections and compliance with local and/or federal safety requirements. Liquor licenses are issued and regulated by the Commission. The Missouri rules also require that all of an operator's purchases must be from suppliers licensed by the Missouri Gaming Commission, or after the effective date of new legislation, another entity approved by the Commission. The Missouri Gaming Commission has the power, as well as broad discretion in exercising this power, to revoke or suspend gaming licenses and impose other penalties for violations of the Missouri Gaming Law and the rules and regulations promulgated thereunder, including without limitation, forfeiture of all gaming equipment used for improper gaming and fines of up to three times a licensee's highest daily gross adjusted receipts during the preceding twelve months. Although the Missouri Gaming Law provides no limit on the amount of riverboat space that may be used for gaming, the Missouri Gaming Commission is empowered to impose space limitations through the adoption of rules and regulations. In addition, the Missouri Gaming Law imposes a $500 loss limit per "excursion", which is a two-hour period established by each licensee with the approval of the Missouri Gaming Commission. In order to 22 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 Gaming Commission that it can enforce the $500 loss limit. In addition, the Missouri Gaming Commission is empowered to determine on a city and county-specific basis where "dockside" or permanently-docked gaming is appropriate and may be permitted. The Missouri Gaming Commission has authorized all ten licensed sites to operate all or a portion of their facilities on a continuously docked basis. On February 15, 1996, the Commission granted Aztar Missouri the authority to operate gambling games on part of its floating facility previously used for non-gaming activities, including ticketing, under the continuous docking provision of the Missouri Gaming Law. On February 15, 1997, the Commission granted Aztar Missouri the authority to permanently dock the excursion gambling riverboat facility known as the "City of Caruthersville." Regulation and Licensing - Indiana The ownership and operation of riverboat casinos in specific designated waters are subject to extensive state regulation under the Indiana Riverboat Gambling Act (the "Indiana Act") and regulations which the Indiana Gaming Commission is authorized to adopt under the Indiana Act. The Indiana Act extends broad and pervasive regulatory powers and authority to the Indiana Gaming Commission. The Indiana Act and the regulations of the Indiana Gaming Commission are significant to Aztar's prospects for successfully operating its riverboat casino and associated developments based in Evansville, Indiana. The Indiana Gaming Commission has issued - five riverboat owner's licenses on Lake Michigan, - four riverboat owner's licenses on the Ohio River, including Aztar's facility, and - a certificate of suitability to another applicant for a fifth facility, subject to final licensure, on the Ohio River. The Indiana Gaming Commission has not considered applicants for a license on Patoka Lake in Southwestern Indiana, since that site has been determined by the United States Army Corps of Engineers to be unsuitable for a riverboat casino project. A licensee may own no more than a 10% interest in any other owner's license under the Indiana Act. The Indiana Commission has adopted regulations under the Indiana Act which covers numerous operational matters concerning riverboat casinos licensed by the Commission, including rules for - authorized games, - internal control procedures, - accounting records, - security, - gaming equipment, and - extensions of credit. 23 Among regulations adopted is one dealing with riverboat excursions, routes and public safety. The Indiana Act requires licensed riverboat casinos to be cruising vessels and the regulations carry out the legislative intent with appropriate recognition of public safety needs. The Indiana Act and the regulations explicitly preclude "dockside gambling". Riverboat gaming excursions are limited to a duration of up to four hours unless expressly approved by the Indiana Gaming Commission. No gaming may be conducted while the boat is docked except: - for 30-minute time periods at the beginning and end of a cruise while the passengers are embarking and disembarking; - if the master of the riverboat reasonably determines that specific weather or water conditions present a danger to the riverboat, its passengers and crew; - if either the vessel or the docking facility is undergoing mechanical or structural repair; - if water traffic conditions present a danger to - the riverboat, riverboat passengers and crew or - other vessels on the water; or - if the master has been notified that a condition exists that would cause a violation of Federal law if the riverboat were to cruise. However, a riverboat licensee must allow patrons to disembark at any time the riverboat remains at the dock and gambling continues. For Ohio River excursions, including those Aztar is conducting through its Evansville operations, "full excursions" must be conducted at all times during the year unless the master determines otherwise, for the above- stated reasons. A "full excursion" is a cruise on the Ohio River. Aztar, through an Indiana subsidiary, Aztar Indiana Gaming Corporation, has received from the Indiana Gaming Commission a riverboat owner's license for the Evansville, Indiana market. Aztar Indiana Gaming Corporation completed requirements for formal licensing and commenced operations in Evansville on December 7, 1995. On August 20, 1999, the Indiana Gaming Commission authorized the transfer of the assets and the riverboat owner's license to Aztar Indiana Gaming Company, L.L.C. ("Aztar Indiana"), a newly-formed limited liability company, in which Aztar Riverboat Holding Company, L.L.C. owns all of the membership interests. Aztar Riverboat Holding Company, L.L.C. is owned by Aztar through wholly-owned subsidiaries. On December 31, 1999, Aztar Indiana Gaming Corporation transferred its assets and riverboat owner's license to Aztar Indiana. The Ohio River has waters in both Indiana and Kentucky in the Evansville vicinity. Because riverboat casino gambling is illegal in Kentucky, authorities of that state have raised issues about Indiana-licensed riverboats operating in Kentucky waters. Aztar's Evansville riverboat cruises from its dock without entering Kentucky waters under its currently approved cruising route, thereby avoiding those issues. 24 A riverboat owner's license has an initial effective period of five years but is subject to an annual renewal thereafter. The Indiana Gaming Commission has broad discretion with respect to the initial issuance of licenses and also with respect to the renewal, revocation, suspension and control of riverboat owner's licenses. The Indiana Gaming Commission has adopted a rule which requires, in the event a riverboat owner's license is terminated, the riverboat licensee to secure all the assets of the riverboat gambling operation, and the licensee may not dispose of any of these assets without the written approval of the Indiana Gaming Commission. The Indiana Act requires a reinvestigation after three years to ensure the owner continues to be suitable for licensure. Officers, directors and principal owners of the actual license holder and employees who are to work on the riverboat are subject to substantial disclosure requirements as a part of securing and maintaining necessary licenses. Significant contracts are subject to disclosure. A riverboat owner licensee may not enter into or perform any contract or transaction in which it transfers or receives consideration which is not commercially reasonable or which does not reflect the fair market value of the goods or services rendered or received. All contracts are subject to disapproval by the Indiana Gaming Commission. Suppliers of gaming equipment and materials must also be licensed under the Indiana Act. Our present license expires in December 2000. The Indiana Act requires licensees to disclose to the Indiana Gaming Commission the identity of all directors, officers and persons holding direct or indirect beneficial interests of 1% or greater. The Indiana Gaming Commission also requires a broad and comprehensive disclosure of financial and operating information on licensees and their principal officers. Aztar has provided full information and documentation to the Indiana Gaming Commission and it must continue to do so during the term of the license. The Indiana Act prohibits, among other things: - a key person or a person holding an ownership interest in a riverboat licensee, or an employee of a riverboat licensee, from participating in a game conducted on a riverboat which is the subject of a license and - contributions to a candidate for a state, legislative, or local office, or to a candidate's committee or to a regular party committee by the holder of a riverboat owner's license or a supplier's license, by an officer of a licensee, by an officer of a person that holds at least a 1% interest in the licensee, or by a person holding at least a 1% interest in the licensee. The Indiana Gaming Commission has adopted a rule requiring quarterly reporting by the holder of a riverboat owner's license, including Aztar Indiana, or a holder of a supplier's license, of the officers of the licensee, officers of persons that hold at least a 1% interest in the licensee, including Aztar, and of persons who directly or indirectly own a 1% interest in the licensee, including beneficial owners of Aztar. The Indiana Gaming Commission has adopted a rule which prohibits the distribution by a riverboat licensee, including Aztar Indiana, to its partners, shareholders, itself, or any affiliated entity, if the 25 distribution would impair the financial viability of the riverboat gambling operation. The Indiana Gaming Commission has adopted another rule which requires riverboat licensees, including Aztar Indiana, to maintain on a quarterly basis a cash reserve in the amount of the actual payout for three days, and the cash reserve would include cash in the casino cage, cash in a bank account in Indiana, or cash equivalents not committed or obligated. In addition to receiving a license to conduct riverboat casino operations from the Indiana Gaming Commission, Aztar Indiana has secured permits and approvals from the United States Army Corps of Engineers to develop the facilities it is using to conduct operations. Aztar Indiana has received three alcoholic beverage permits which are subject to annual renewal: one for riverboat excursions and two for land support facilities. All building permits and other approvals for the permanent facilities have been received, and the project is complete. The Indiana Act prescribes a tax on adjusted gross receipts from gambling games authorized under the Indiana Act at the rate of 20% on adjusted gross receipts. For this purpose, adjusted gross receipts means the total of all cash and property received from gaming operations less cash paid out as winnings and uncollectible gaming receivables (not to exceed 2%). The Indiana Act also prescribes an additional tax for admissions, based upon $3 for each person admitted to a gaming excursion. The admissions tax is paid for each excursion or part of an excursion for which the person remains on board. Riverboats are assessed for property tax purposes as real property at rates to be determined by local taxing authorities. Indiana corporations are also subject to the Indiana gross income tax, the Indiana adjusted gross income tax and the Indiana supplemental corporate net income tax. Sales on a riverboat are subject to applicable use, excise and retail taxes. The Indiana Act requires a riverboat owner licensee to directly reimburse the Indiana Gaming Commission for the costs of inspectors and agents required to be present during the conduct of gaming operations. The Indiana Act places special emphasis upon minority and women's business enterprise participation in the riverboat industry. Any person issued a riverboat owner's license must establish goals of at least 10% of the total dollar value of the licensee's contracts for goods and services with minority business enterprises and 5% of the total dollar value of the licensee's contracts for goods and services with women's business enterprises. The Indiana Gaming Commission may suspend, limit or revoke the owner's license or impose a fine for failure to comply with the statutory requirements. Minimum and maximum wagers on games on the riverboat are left to the discretion of the licensee. Wagering may not be conducted with money or other negotiable currency. No person under the age of 21 is permitted to wager on a riverboat. An institutional investor which acquires 5% or more of any class of voting securities of a holding company of a licensee is required to notify the Indiana Gaming Commission and to provide additional information, and may be subject to a finding of suitability. A person who acquires 5% or more of any class of voting securities of a holding company of a licensee is required to apply to the Indiana Gaming Commission for a finding of suitability. A riverboat licensee or an affiliate may not enter into a debt transaction of $1 million or more without approval of the Indiana 26 Gaming Commission. Aztar received approval from the Indiana Gaming Commission in March 1998 for a senior secured reducing revolving credit facility and for a senior secured term loan for a combined total of up to $350 million. Aztar received approval from the Indiana Gaming Commission on March 29, 1999, for the refinancing and restructuring of Aztar's debt, including the offering of $235 million in 8 7/8% senior subordinated notes due 2007. A riverboat owner's license is a revocable privilege and is not a property right under the Indiana Act. A riverboat owner licensee or any other person may not lease, hypothecate, borrow money against or loan money against a riverboat owner's license. A lawsuit was filed on October 25, 1996, by three individuals in Harrison County, Indiana, which challenges the constitutionality of the Indiana Act. The lawsuit alleges that the Indiana Act: - creates an unequal privilege because supporters of riverboat gambling, having lost a county-wide referendum, are permitted to resubmit a proposal to county voters for approval of riverboat gambling, while opponents, having lost a county-wide referendum, are not allowed to resubmit a proposal; and - was enacted as part of a state budget bill allegedly in violation of a state constitutional requirement that legislation be confined to a single subject and matters connected to this subject. The State of Indiana has filed an answer to the complaint. The State of Indiana, on behalf of the Indiana Commission, filed a motion to dismiss the complaint, which was granted on June 10, 1999. This matter is now pending before the Indiana Court of Appeals. The Supreme Court of Indiana has previously upheld the constitutionality of the Indiana Act, although the prior challenge involved different grounds than those alleged in this recent lawsuit. Environmental Matters Aztar is subject to federal, state and local environmental laws, regulations and ordinances that (a) govern activities or operations that may have adverse environmental effects, including discharges to air and water as well as handling and disposal practices for solid and hazardous wastes, and (b) impose liability for the costs of cleaning up, and some damages resulting from, past spills, disposals or other releases of hazardous substances. Aztar uses some substances and generates some wastes that are regulated or may be deemed hazardous under applicable environmental laws. From time to time, its operations have resulted, or may result, in some non-compliance with applicable requirements under environmental laws. Aztar has also incurred, and in the future may incur, costs related to cleaning up contamination relating to historical uses of some of its current or former properties. Specifically, the sites of our riverboat properties have been used for various industrial purposes in the past. Any noncompliance with applicable requirements or liability under environmental laws has not had, and is not expected to have, a material adverse effect on Aztar's results of operations or its financial condition. 27 Other Regulations Aztar's businesses are subject to various federal, state and local laws and regulations in addition to those discussed above. These laws and regulations include but are not limited to restrictions and conditions concerning employees, taxation, zoning and building codes, and marketing and advertising. These laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect Aztar. EMPLOYEES Aztar employs approximately 10,400 people. Approximately 3,200 Aztar employees are represented by unions. Of the approximately 5,000 employees at Tropicana Atlantic City, approximately 1,800 are covered by collective bargaining contracts. Substantially all of these employees are covered by a contract that expires on September 14, 2004 and a small number are covered by contracts that expire in 2001. At Tropicana Las Vegas, approximately 1,400 of the 2,300 employees are covered by collective bargaining contracts. Substantially all of these employees are covered by contracts that expire in 2002. A small number of these employees are covered by contracts that expire on May 31, 2000 or July 31, 2000. The remainder of employees are covered by contracts that expire in 2003 or 2004. At Ramada Express there are approximately 1,500 employees, none of which are covered by collective bargaining agreements. Aztar has approximately 1,100 employees and 400 employees, respectively, at Casino Aztar Evansville and Casino Aztar Caruthersville, none of which are covered by collective bargaining agreements. TRADEMARKS We use a variety of trade names, service marks and trademarks and believe that we have all the licenses necessary to conduct our business. We have registered several service marks and trademarks with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to the conduct of our business. Substantially all of our trademarks and service names have been assigned to the lenders under Aztar's bank credit facility. Aztar, Hotel Ramada of Nevada and Adamar of New Jersey, Inc. are the beneficiaries of an agreement with Tropicana Enterprises, which owns some properties related to Tropicana Las Vegas, and the Jaffe family regarding the use of the name "Tropicana" for the operation of a casino hotel in New York State if gaming were to be authorized in New York State. Pursuant to that agreement, Aztar has registered the name under the Lanham Act. Under some events, the right to use the name reverts to Tropicana Enterprises. Ramada Inc. has licensed Aztar to use the name "Ramada" in conjunction with the operation of Ramada Express, and will not use or permit the use of the name "Ramada" in Laughlin, Nevada by any other person or entity. 28 We have registered the following important trademarks or service marks: Aztar, Casino Aztar, Trop, Trop Park, and The Island of Las Vegas. Aztar believes there are no other trademarks or service marks the use of which is material to the conduct of our business as a whole. ITEM 2. PROPERTIES - ------------------- TROPICANA ATLANTIC CITY Tropicana Atlantic City is located on an approximately 10-acre site in Atlantic City, New Jersey. In addition, we have accumulated approximately 3 1/2 acres next to our operating site for future development. In July 1993, Tropicana Atlantic City became wholly-owned by Aztar. TROPICANA LAS VEGAS Tropicana Las Vegas is located on a 34-acre site in Las Vegas, Nevada. Tropicana Enterprises owns the Tropicana Las Vegas and leases it to Hotel Ramada of Nevada, a wholly-owned subsidiary of Aztar. Hotel Ramada of Nevada operates the casino and hotel under the lease, which expires in 2011. Adamar of Nevada, a wholly-owned subsidiary of Aztar, owns a noncontrolling 50% general partnership interest in Tropicana Enterprises. The remaining 50% general partnership interest in Tropicana Enterprises is held by various individuals and trusts associated with the Jaffe family subject to preferences on liquidation. On February 2, 1998, we acquired an option to purchase the 50% partnership interest that we do not own. The option agreement gives us an unconditional right, but not the obligation, to purchase the partnership interest for $120 million. This option agreement was amended on February 1, 1999 to extend the option until February 1, 2002. We are exploring alternatives for a major redevelopment of the Las Vegas Tropicana. The amount and timing of any future expenditure, and the extent of any impact on existing operations, will depend on the nature of the redevelopment that we ultimately undertake. RAMADA EXPRESS Ramada Express is located on an approximate 28-acre site in Laughlin, Nevada. Ramada Express is wholly-owned by Aztar. CASINO AZTAR EVANSVILLE Casino Aztar Evansville operates on and from a base 8-acre site next to the Ohio River in downtown Evansville, Indiana. Approximately 4 1/2 acres are leased. The lease was entered into in 1995 for 10 years. The lease has 3 options to renew for 5 years each. The remaining approximately 3 1/2 acres are wholly-owned by us. In addition, we have a seven-acre site located near our base site that we are using for parking. We are searching for third-party developers to develop facilities on this site that would complement our operations. CASINO AZTAR CARUTHERSVILLE Casino Aztar Caruthersville operates on and from a 37-acre site next to the Mississippi River in downtown Caruthersville, Missouri. The site and facilities are wholly-owned by us. We have some unused land at this site and we are encouraging third-party developers to develop facilities on this land that would complement our operations. 29 GENERAL We lease our corporate headquarters located in Phoenix, Arizona and own or lease some other facilities which are not material to our operations. Substantially all land, casino hotel buildings, casino riverboats, pavilions, furnishings and equipment owned by us are pledged as collateral under our revolving credit facility. ITEM 3. LEGAL PROCEEDINGS - -------------------------- Aztar is a defendant in an action originally filed in the United States District Court for the Middle District of Florida, Orlando Division entitled William H. Poulos, On Behalf of Himself and All Others Similarly Situated vs. Caesars World, Inc., et al., filed on April 26, 1994. This action was consolidated with another subsequently filed action in that court entitled William Ahearn, On Behalf of Himself and All Others Similarly Situated vs. Caesars World, Inc., et al., currently consolidated Case No. CV-S-94-1126-DAE(RJJ)-BASE FILE (the "Actions" or collectively, the "Poulos/Ahearn Case"). Both Actions were brought under RICO and state common law and seek compensatory and punitive damages in excess of $1 billion from the defendants. The complaints allege that the defendants took part in a scheme intended to induce people to play video poker and electronic slot machines based on false beliefs concerning how those machines actually operate as well as the extent to which there is actually an opportunity to win on any given play. The precise nature of Aztar's role in the alleged fraud and conspiracy to defraud is not discernible from the complaint. On September 26, 1995, an action entitled Larry Schreier, On Behalf of Himself and All Others Similarly Situated vs. Caesars World, Inc., et al., Case No. CV-S-95-00923-DWH(RJJ)(the "Schreier Case") was commenced in the United States District Court for the District of Nevada. The Schreier Case is identical to the Poulos/Ahearn Case in all material respects, except that the named plaintiff in the Schreier Case purports to represent a smaller and more precisely defined class of persons than the plaintiffs in the Poulos/Ahearn Case. The defendants (including Aztar) moved to dismiss the Schreier complaint on the same grounds as in the previously described Poulos/Ahearn Case, as well as on the ground that this case was filed for an improper purpose, an attempt to circumvent prior rulings of the Court in the Poulos/Ahearn Case. On August 15, 1996, District Judge Lloyd D. George granted the motion to dismiss, without prejudice. An amended complaint containing the same principal allegations was filed on September 30, 1996. The defendants (including Aztar) filed motions to dismiss the amended complaint for failure to state a claim and on other grounds. The Plaintiff opposed these motions. The Poulos/Ahearn Case and the Schreier Case were consolidated, as was the action entitled William H. Poulos, On Behalf of Himself and All Others Similarly Situated vs. Ambassador Cruise Lines, Inc., et al., Case No. CV- S-95-936 LDG(RLH)(the "Cruise Ship Case"). (The allegations in the Cruise Ship Case are nearly identical to those made in the Poulos/Ahearn and Schreier cases, and are made against a group of defendants consisting of several manufacturers and distributors of gaming devices, as well as numerous cruise ship operators and companies which operate cruise ship casinos.) The Poulos/Ahearn Case, the Schreier Case and the Cruise Ship Case are collectively referred to as the "Consolidated Cases." 30 On February 14, 1997, the Plaintiffs filed a consolidated amended complaint in the Consolidated Cases. On March 21, 1997, the Defendants moved to dismiss the consolidated amended complaint for failure to state a claim and on other grounds. The Plaintiffs opposed these motions. The defendants filed reply memoranda in support of the motions. The motions were argued on November 3, 1997. On December 19, 1997, the court entered orders deciding the motions in the Consolidated Cases. The substance of those orders is as follows: 1. The motion to dismiss was granted as to the "wire fraud" allegation in the RICO claim; the balance of the motion to dismiss the RICO claims was denied. 2. The motion to strike some parts of the consolidated amended complaint was granted in part. 3. The remaining motions (to dismiss and to stay or abstain) were denied. 4. The plaintiffs were permitted to delete Mr. Ahearn, and add Ms. McElmore as a class representative. The plaintiffs in the Consolidated Cases filed a second consolidated amended complaint on January 9, 1998. The Second Consolidated Amended Complaint contains claims which are nearly identical to those in the previously dismissed complaints. The defendants answered, denying the substantive allegations of the Second Consolidated Amended Complaint. On March 18, 1998, the plaintiffs filed a motion for class certification. On March 19, 1998, the Magistrate Judge granted defendants' motion seeking to bifurcate discovery into "class" and "merits" phases, and to stay "merits" discovery pending a decision on plaintiffs' motion for class certification. On August 7, 1998, the defendants filed their opposition to the motion for class certification. The plaintiffs' reply memorandum was filed on August 25, 1998, and the matter has been submitted to the judge for decision. The stay of merits discovery remains in effect until the court decides the motion for class certification. We believe that plaintiffs' allegations are without merit, and we intend to defend the actions vigorously. We are a party to various claims, legal actions and complaints arising in the ordinary course of business or asserted by way of defense or counterclaim in actions filed by us. Management believes that its defenses are substantial in each of these matters and that our legal posture can be successfully defended or satisfactorily settled without material adverse effect on our consolidated financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ None 31 EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------ The registrant has elected not to include information concerning its executive officers in its 2000 Proxy Statement, as allowed by the Proxy Statement instructions. The registrant relies on General Instruction G(3) of this report on Form 10-K in presenting the following information on its executive officers. Tenure ----------------- With Present Name Office Age Company Position - ------------------- ---------------------------- --- -------- -------- Paul E. Rubeli Chairman of the Board, 56 21 years 8 years President and Chief Executive Officer Robert M. Haddock Executive Vice President 55 19 years 13 years and Chief Financial Officer Nelson W. Armstrong, Jr. Vice President, 58 27 years 10 years Administration, and Secretary Joe C. Cole Vice President, 61 12 years 12 years Corporate Communications Meridith P. Sipek Controller 53 22 years 10 years Neil A. Ciarfalia Treasurer 52 5 years 5 years Paul E. Rubeli. Mr. Rubeli joined Ramada Inc. in 1979 as group vice president, industrial operations. He served as executive vice president, gaming, of Ramada Inc. from 1982 to December 1989, when he was appointed president and chief operating officer of Aztar. He was appointed president and chief executive officer in February 1990 and was appointed chairman of the board in addition to his other positions in February 1992. Robert M. Haddock. Mr. Haddock joined Ramada Inc. in 1980 and held various positions before becoming executive vice president and chief financial officer in March 1987, serving in that capacity until 1989, when he assumed the same position with Aztar. Nelson W. Armstrong, Jr. Mr. Armstrong joined Ramada Inc. in 1973 as an accounting supervisor and held various positions on the corporate accounting staff, serving as vice president and controller, of Ramada Inc. In 1989, Mr. Armstrong became vice president and controller of Aztar until he was appointed vice president, administration, and secretary of Aztar in March 1990. Joe C. Cole. Mr. Cole joined Ramada Inc. in March 1988 as vice president, corporate communications, after having been affiliated with Phoenix Newspapers Inc. for 26 years as a reporter, columnist and editor. He became vice president, corporate communications of Aztar in 1989. 32 EXECUTIVE OFFICERS OF THE REGISTRANT (continued) - ------------------------------------------------ Meridith P. Sipek. Mr. Sipek joined Ramada Inc.'s corporate accounting staff in 1977 as a manager and held various positions in corporate and hotel accounting, serving as hotel group controller, before being named assistant corporate controller. Mr. Sipek became Aztar's assistant corporate controller in 1989 and he was appointed controller in March 1990. Neil A. Ciarfalia. Mr. Ciarfalia joined Aztar in 1995 as treasurer. Prior to joining Aztar, Mr. Ciarfalia spent 11 years with the commercial aircraft division of Saab-Scania AB. During that time, he served Saab as president of the various divisional finance companies which arranged or provided financing for the acquisition of Saab aircraft and related products. PART II ------- ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER - ---------------------------------------------------------------------- MATTERS - ------- Aztar had 8,407 shareholders of record as of March 1, 2000. The additional information required by this Item 5 is included in this report on F-18, F-32, F-42 and F-52. ITEM 6. SELECTED FINANCIAL DATA - ------------------------------- The information required by Item 6 is included in this report on page F-52. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------------------------------------------------------------------------ RESULTS OF OPERATIONS - --------------------- The information required by Item 7 is included in this report on pages F-42 through F-51. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------------------------------------------------------------------- The information required by Item 7A is included in this report on pages F-49 and F-50 under the caption "Market Risk". ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ---------------------------------------------------- Reference is made to the Index to Financial Statements and Schedules on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ------------------------------------------------------------------------ FINANCIAL DISCLOSURE - -------------------- None. 33 PART III -------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------ The information required by Item 10 is incorporated by reference to the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission. A cross-referenced index is located on the facing page of this report. Information concerning the registrant's executive officers is presented above under a separate caption in Part I of this report. ITEM 11. EXECUTIVE COMPENSATION - -------------------------------- The information required by Item 11 is incorporated by reference to the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission. A cross-referenced index is located on the facing page of this report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------ The information required by Item 12 is incorporated by reference to the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission. A cross-referenced index is located on the facing page of this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------- None PART IV ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------- (a) 1. Financial Statements: See the Index to Financial Statements and Schedules on page F-1. 2. Financial Statement Schedules: See the Index to Financial Statements and Schedules on page F-1. 3. Exhibits: See the exhibit index on page E-1 for a listing of exhibits filed with this report and those incorporated by reference. All other exhibits have been omitted because the information is not required or is not applicable. 34 (b) Reports on Form 8-K: On December 15, 1999, Aztar filed a report on Form 8-K under Item 5. Other events to report Aztar's adoption of a new stockholder rights plan and to file as Exhibit 4 to the Form 8-K, the Rights Agreement dated as of December 14, 1999. For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant's Registration Statements on Form S-8 No. 33-32399, No. 33-44794 and No. 333-79297 (filed January 5, 1990, December 24, 1991 and May 26, 1999, respectively): Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AZTAR CORPORATION By ROBERT M. HADDOCK March 20, 2000 ----------------- ------------------------- ------------------ Registrant Robert M. Haddock Date Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. PAUL E. RUBELI Chairman of the Board, President March 20, 2000 - ------------------------- and Chief Executive Officer, and ---------------- Paul E. Rubeli Director ROBERT M. HADDOCK Executive Vice President and March 20, 2000 - ------------------------- Chief Financial Officer, and ---------------- Robert M. Haddock Director MERIDITH P. SIPEK Controller March 20, 2000 - ------------------------- ---------------- Meridith P. Sipek JOHN B. BOHLE Director March 20, 2000 - ------------------------- ---------------- John B. Bohle GORDON M. BURNS Director March 20, 2000 - ------------------------- ---------------- Gordon M. Burns E. M. CARSON Director March 20, 2000 - ------------------------- ---------------- Edward M. Carson LINDA C. FAISS Director March 20, 2000 - ------------------------- ---------------- Linda C. Faiss JAMES L. KUNKEL Director March 20, 2000 - ------------------------- ---------------- James L. Kunkel ROBERT S. ROSOW Director March 20, 2000 - ------------------------- ---------------- Robert S. Rosow R. SNELL Director March 20, 2000 - ------------------------- ---------------- Richard Snell TERENCE W. THOMAS Director March 20, 2000 - ------------------------- ---------------- Terence W. Thomas 36 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES I. Financial Statements Page ---- 1. Aztar Corporation and Subsidiaries Report of Independent Accountants . . . . . . . . . . . . . . . F-2 Consolidated Balance Sheets at December 30, 1999 and December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . F-3 Consolidated Statements of Operations for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 . . F-5 Consolidated Statements of Cash Flows for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 . . F-7 Consolidated Statements of Shareholders' Equity for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 . . . . . . . . . . . . . . . . . . . . . . . F-9 Notes to Consolidated Financial Statements. . . . . . . . . . . F-11 2. Tropicana Enterprises Report of Independent Accountants . . . . . . . . . . . . . . . F-33 Balance Sheets at December 30, 1999 and December 31, 1998 . . . F-34 Statements of Operations for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 . . . . . . . . . F-35 Statements of Cash Flows for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 . . . . . . . . . F-36 Statements of Partners' Capital for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 . . F-37 Notes to Financial Statements . . . . . . . . . . . . . . . . . F-38 II. Financial Statement Schedules - Aztar Corporation and Subsidiaries Report of Independent Accountants . . . . . . . . . . . . . . . .S-1 Schedule II - Valuation and Qualifying Accounts . . . . . . . . .S-2 All other schedules are omitted because the required information is either presented in the financial statements or notes thereto, or is not present in amounts sufficient to require submission of the schedule. F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and Board of Directors Aztar Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, cash flows and shareholders' equity present fairly, in all material respects, the financial position of Aztar Corporation and Subsidiaries (the "Company") at December 30, 1999 and December 31, 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 30, 1999 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS LLP Phoenix, Arizona February 1, 2000 F-2 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ---------------------------------------- (in thousands, except share data)
December 30, December 31, 1999 1998 ----------- ---------- Assets Current assets: Cash and cash equivalents $ 54,180 $ 58,600 Accounts receivable, net 26,104 31,496 Refundable income taxes 881 -- Inventories 7,836 6,496 Prepaid expenses 11,293 9,234 Deferred income taxes, net 17,333 15,957 ---------- ---------- Total current assets 117,627 121,783 Investments in and advances to unconsolidated partnership 7,659 8,437 Other investments 20,379 21,005 Property and equipment: Buildings, riverboats and equipment, net 754,900 778,420 Land 102,428 99,035 Construction in progress 4,382 2,153 Leased under capital leases, net 4,447 7,782 ---------- ---------- 866,157 887,390 Deferred charges and other assets 37,185 39,087 ---------- ---------- $1,049,007 $1,077,702 ========== ==========
[FN]> The accompanying notes are an integral part of these financial statements. F-3 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (continued) ---------------------------------------- (in thousands, except share data)
December 30, December 31, 1999 1998 ----------- ---------- Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accruals $ 51,197 $ 52,935 Accrued payroll and employee benefits 26,399 26,208 Accrued interest payable 5,198 12,608 Income taxes payable -- 3,185 Current portion of long-term debt 3,334 2,537 Current portion of other long-term liabilities 3,198 2,921 ---------- ---------- Total current liabilities 89,326 100,394 Long-term debt 497,628 487,543 Other long-term liabilities 21,099 22,882 Deferred income taxes 6,041 5,635 Contingencies and commitments Series B ESOP convertible preferred stock (redemption value $9,734 and $7,147) 7,003 7,147 Shareholders' equity: Common stock, $.01 par value (42,945,190 and 45,337,834 shares outstanding) 506 492 Paid-in capital 420,786 412,528 Retained earnings 63,963 58,207 Less: Treasury stock (57,345) (17,126) ---------- ---------- Total shareholders' equity 427,910 454,101 ---------- ---------- $1,049,007 $1,077,702 ========== ==========
[FN] The accompanying notes are an integral part of these financial statements. F-4 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 ----------------------------------- (in thousands, except per share data)
1999 1998 1997 --------- --------- --------- Revenues Casino $646,918 $666,360 $645,604 Rooms 65,268 56,064 53,126 Food and beverage 53,283 52,671 51,776 Other 34,845 31,041 31,851 -------- -------- -------- 800,314 806,136 782,357 Costs and expenses Casino 286,934 300,625 298,104 Rooms 35,361 31,912 30,258 Food and beverage 54,760 53,714 54,736 Other 30,258 26,365 25,378 Marketing 86,597 86,618 88,360 General and administrative 74,102 76,331 70,215 Utilities 14,124 13,322 14,249 Repairs and maintenance 26,129 24,399 23,741 Provision for doubtful accounts 7,753 14,913 12,944 Property taxes and insurance 23,672 23,425 24,093 Rent 17,122 19,373 21,379 Depreciation and amortization 53,908 53,493 51,508 -------- -------- -------- 710,720 724,490 714,965 -------- -------- -------- Operating income 89,594 81,646 67,392 Interest income 1,481 2,154 2,026 Interest expense (52,763) (59,588) (62,543) -------- -------- -------- Income before other items, income taxes and extraordinary items 38,312 24,212 6,875 Equity in unconsolidated partnership's loss (3,961) (4,336) (4,618) -------- -------- -------- Income before income taxes and extraordinary items 34,351 19,876 2,257 Income taxes (12,222) (8,368) 2,185 -------- -------- -------- Income before extraordinary items 22,129 11,508 4,442 Extraordinary items (15,740) (1,346) -- -------- -------- -------- Net income $ 6,389 $ 10,162 $ 4,442 ======== ======== ========
[FN] The accompanying notes are an integral part of these financial statements. F-5 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (continued) For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 ----------------------------------- (in thousands, except per share data)
1999 1998 1997 -------- -------- -------- Earnings per common share: Income before extraordinary items $ .48 $ .24 $ .08 Extraordinary items (.35) (.03) -- -------- -------- --------- Net income $ .13 $ .21 $ .08 ======== ======== ======== Earnings per common share assuming dilution: Income before extraordinary items $ .46 $ .23 $ .08 Extraordinary items (.34) (.03) -- -------- -------- -------- Net income $ .12 $ .20 $ .08 ======== ======== ======== Weighted-average common shares applicable to: Earnings per common share 44,598 45,230 45,121 Earnings per common share assuming dilution 46,197 46,614 46,687
[FN] The accompanying notes are an integral part of these financial statements. F-6 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 -------------- (in thousands)
1999 1998 1997 ---------- ---------- ---------- Cash Flows from Operating Activities Net income $ 6,389 $ 10,162 $ 4,442 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 55,744 55,735 54,216 Provision for losses on accounts receivable 7,753 14,913 12,944 Loss on early retirement of debt 24,216 2,071 -- Loss on reinvestment obligation 953 52 569 Rent expense (888) (900) (984) Distribution in excess of equity in income of partnership 778 938 985 Deferred income taxes (970) 1,412 (184) Change in assets and liabilities: (Increase) decrease in accounts receivable 353 (387) (15,128) (Increase) decrease in refundable income taxes (881) -- 1,201 (Increase) decrease in inventories and prepaid expenses (3,435) 847 (1,141) Increase (decrease) in accounts payable, accrued expenses and income taxes payable (9,714) 93 (8,324) Other items, net 369 1,465 893 --------- --------- --------- Net cash provided by (used in) operating activities 80,667 86,401 49,489 --------- --------- --------- Cash Flows from Investing Activities Payments received on notes receivable 1,701 1,493 1,310 Reduction in other investments 958 4,057 8,194 Purchases of property and equipment (29,414) (25,088) (25,117) Additions to other long-term assets (7,257) (11,102) (7,714) --------- --------- --------- Net cash provided by (used in) investing activities $ (34,012) $ (30,640) $ (23,327) --------- --------- ---------
[FN] The accompanying notes are an integral part of these financial statements. F-7 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 -------------- (in thousands)
1999 1998 1997 --------- --------- --------- Cash Flows from Financing Activities Proceeds from issuance of long-term debt $689,600 $478,400 $237,700 Proceeds from issuance of common stock 3,107 402 697 Principal payments on long-term debt (680,477) (517,178) (259,419) Premium paid on early retirement of debt (15,551) -- -- Principal payments on other long-term liabilities (1,277) (1,527) (1,777) Debt issuance costs (6,626) (2,246) (195) Repurchase of common stock (38,319) -- -- Preferred stock dividend (596) (649) (689) Redemption of preferred stock (936) (492) (481) -------- -------- -------- Net cash provided by (used in) financing activities (51,075) (43,290) (24,164) -------- -------- -------- Net increase (decrease) in cash and cash equivalents (4,420) 12,471 1,998 Cash and cash equivalents at beginning of year 58,600 46,129 44,131 -------- -------- -------- Cash and cash equivalents at end of year $ 54,180 $ 58,600 $ 46,129 ======== ======== ======== Supplemental Cash Flow Disclosures Summary of non-cash investing and financing activities: Reduction in land and other long-term liabilities $ -- $ -- $ 2,000 Capital lease obligations incurred for property and equipment 16 9,625 552 Tax benefit from stock options and preferred stock dividend 3,278 140 247 Forfeiture of restricted stock -- -- 24 Exchange of common stock in lieu of cash payments in connection with the exercise of stock options 1,900 -- -- Cash flow during the year for the following: Interest paid, net of amount capitalized $ 58,338 $ 57,913 $ 60,041 Income taxes paid (refunded) 5,503 3,803 (3,233)
[FN] The accompanying notes are an integral part of these financial statements. F-8 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 -------------- (in thousands)
Unearned Common Paid-in Retained Treasury Compen- Stock Capital Earnings Stock sation Total -------- -------- --------- --------- --------- -------- Balance, January 2, 1997 $ 489 $411,158 $ 44,846 $(17,102) $ (117) $439,274 Stock options exercised 2 695 697 Tax benefit from stock options exercised 176 176 Preferred stock dividend and losses on redemption, net of income tax benefit (634) (634) Forfeiture of restricted stock (24) 24 -- Amortization of unearned compensation 83 83 Net income 4,442 4,442 ------- -------- -------- -------- -------- -------- Balance, January 1, 1998 491 412,029 48,654 (17,126) (10) 444,038 Stock options exercised 1 401 402 Tax benefit from stock options exercised 98 98 Preferred stock dividend and losses on redemption, net of income tax benefit (609) (609) Amortization of unearned compensation 10 10 Net income 10,162 10,162 ------- -------- -------- -------- -------- -------- Balance, December 31, 1998 $ 492 $412,528 $ 58,207 $(17,126) $ -- $454,101 ======= ======== ======== ======== ======== ========
[FN] The accompanying notes are an integral part of these financial statements. F-9 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (continued) For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 ------------- (in thousands)
Unearned Common Paid-in Retained Treasury Compen- Stock Capital Earnings Stock sation Total ------- -------- --------- --------- --------- -------- Balance, December 31, 1998 $ 492 $412,528 $ 58,207 $(17,126) $ -- $454,101 Stock options exercised 14 4,993 (4,571) 436 Tax benefit from stock options exercised 3,265 3,265 Preferred stock dividend and losses on redemption, net of income tax benefit (633) (633) Repurchase of common stock (35,648) (35,648) Net income 6,389 6,389 ------- -------- -------- -------- -------- -------- Balance, December 30, 1999 $ 506 $420,786 $ 63,963 $(57,345) $ -- $427,910 ======= ======== ======== ======== ======== ========
[FN] The accompanying notes are an integral part of these financial statements. F-10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidated Statements Aztar Corporation ("Aztar" or "Company") was incorporated in Delaware in June 1989 to operate the gaming business of Ramada Inc. ("Ramada") after the restructuring of Ramada ("Restructuring"). The Restructuring involved the disposition of Ramada's hotel and restaurant businesses with Ramada's shareholders retaining their interest in the gaming business. As part of the Restructuring, the gaming business and certain other assets and liabilities of Ramada were transferred to Aztar, and a wholly-owned subsidiary of New World Hotels (U.S.A.), Inc. was merged with Ramada ("Merger"). In the Merger, each share of Ramada common stock was converted into the right to receive $1.00 and one share of Aztar common stock. The Company operates casino hotels in Atlantic City, New Jersey and Las Vegas, Nevada, under the Tropicana name and in Laughlin, Nevada, as Ramada Express. The Company operates casino riverboats in Caruthersville, Missouri and Evansville, Indiana under the Casino Aztar name. A substantial portion of the Company's consolidated revenues and assets is concentrated at the Atlantic City Tropicana. The consolidated financial statements include the accounts of Aztar and all of its controlled subsidiaries and partnerships. All subsidiary companies are wholly owned. In consolidating, all material intercompany transactions are eliminated. The Company uses a 52/53 week fiscal year ending on the Thursday nearest December 31, which included 52 weeks in 1999, 1998 and 1997. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Highly liquid investments purchased with an original maturity of three months or less are classified as cash equivalents. These instruments are stated at cost, which approximates fair value because of their short maturity. Short-term Investments Short-term investments purchased with an original maturity of over three months but less than one year are stated at cost, which approximates fair value because of their short maturity. There were no short-term investments at December 30, 1999 or December 31, 1998. Inventories Inventories, which consist primarily of food, beverage and operating supplies, are stated at the lower of cost or market value. Costs are determined using the first-in, first-out method. F-11 Advertising Costs Costs for advertising are expensed as incurred, except costs for direct- response advertising, which are capitalized and amortized over the period of the related program. Direct-response advertising costs consist primarily of mailing costs associated with direct-mail programs. Capitalized advertising costs, included in prepaid expenses, were immaterial at December 30, 1999 and December 31, 1998. Advertising costs that were expensed during the year were $18,563,000 in 1999, $17,439,000 in 1998 and $18,423,000 in 1997. Other Investments The Casino Reinvestment Development Authority ("CRDA") bonds are classified as held-to-maturity securities and are carried at amortized cost. Property and Equipment Property and equipment are stated at cost. During construction, the Company capitalizes interest and other direct and indirect development costs. Interest is capitalized monthly by applying the effective interest rate on certain borrowings to the average balance of expenditures. There was no interest capitalized during 1999, 1998 or 1997. Depreciation and amortization are computed by the straight-line method based upon the following useful lives: buildings and improvements, 3-40 years; riverboats, barge, docking facilities and improvements, 3-25 years; furniture and equipment, 3-15 years; and leasehold improvements, shorter of lease term or asset useful life. Accumulated depreciation and amortization on buildings, riverboats and equipment was $352,400,000 at December 30, 1999 and $307,541,000 at December 31, 1998. Improvements, renewals and extraordinary repairs that extend the life of the asset are capitalized; other repairs and maintenance are expensed. The cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss, if any, on disposition is recognized in income as realized. Deferred Charges Debt issuance costs are capitalized as incurred and amortized using the interest method. Capitalized debt issuance costs, net of accumulated amortization of $1,199,000 and $4,916,000, were $7,672,000 and $9,690,000 at December 30, 1999 and December 31, 1998, respectively. Costs incurred to obtain initial gaming licenses to operate a casino are capitalized as incurred and amortized evenly over ten years beginning with the commencement of operations; subsequent renewal costs are amortized evenly over the renewal period. Deferred licensing costs consist primarily of payments or obligations to civic and community organizations, legal and consulting fees, application and selection fees with associated investigative costs and direct internal salaries and related costs of development personnel. Deferred licensing costs in connection with initial gaming licenses, net of accumulated amortization of $9,689,000 and $8,868,000, were $14,797,000 and $16,567,000 at December 30, 1999 and December 31, 1998, respectively. F-12 Preopening costs directly related to the opening of a gaming operation or major addition to a gaming operation are expensed as incurred. Prior to January 1, 1999, preopening costs were capitalized as incurred and expensed in the period the related facility commenced operations. Preopening costs consist primarily of salaries and wages, marketing, temporary office expenses, professional fees and training costs. There were no capitalized preopening costs at December 31, 1998. Development costs associated with pursuing opportunities in gaming jurisdictions, as well as in jurisdictions in which gaming has not been approved, are expensed as incurred until a particular opportunity is determined to be viable, generally when the Company has been selected as the operator of a new gaming facility, has applied for a gaming license or has obtained rights to a specific site. Development costs incurred subsequent to these criteria being met are capitalized. Development costs consist of deferred licensing costs and site acquisition costs. In jurisdictions in which gaming has not been approved, only site acquisition costs are capitalized. In the event a project is later determined not to be viable or the Company is not licensed to operate a facility at a site, the capitalized costs related to this project or site would be expensed. At December 30, 1999 and December 31, 1998, the Company had capitalized development costs of $4,778,000 and $2,630,000, respectively. It is reasonably possible that management's estimate of viability with regard to a development project may change in the near term. Valuation of Long-Lived Assets Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for impairment whenever events or changes in circumstances warrant such a review. The carrying value of a long-lived or intangible asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposition. Equity Instruments The fair-value-based method of accounting is used for equity instruments issued to nonemployees for goods or services. The intrinsic-value-based method of accounting is used for stock-based employee compensation plans. F-13 Revenue Recognition Casino revenue consists of gaming win net of losses. Revenues exclude the retail value of complimentary food and beverage, accommodations and other goods and services provided to customers. The estimated costs of providing such complimentaries have been classified as casino expenses through interdepartmental allocations as follows (in thousands):
1999 1998 1997 -------- -------- -------- Rooms $ 20,482 $ 22,172 $ 22,710 Food and beverage 50,143 49,599 47,755 Other 3,404 3,053 2,957 -------- -------- -------- $ 74,029 $ 74,824 $ 73,422 ======== ======== ========
Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Earnings per Share Earnings per common share excludes dilution and is computed by dividing income applicable to common shareholders by the weighted-average number of common shares outstanding. Earnings per common share, assuming dilution, is computed based on the weighted-average number of common shares outstanding after consideration of the dilutive effect of stock options and the assumed conversion of the preferred stock at the stated rate. Reclassifications Certain reclassifications have been made in the 1998 Consolidated Statement of Cash Flows in order to be comparable with the 1999 presentation. NOTE 2. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, long-term investments and trade accounts receivable. The Company places its cash and temporary cash investments with high-credit- quality financial institutions. At times, such investments may be in excess of the FDIC and SIPC insurance limits. The Atlantic City Tropicana has a concentration of credit risk in the northeast region of the U.S. Approximately 47% of the receivables at the Nevada operations are concentrated in Asian and Latin American customers and the remainder of their receivables are concentrated in California and the southwest region of the U.S. As a general policy, the Company does not F-14 require collateral for these receivables. At December 30, 1999 and December 31, 1998, the net receivables at Tropicana Atlantic City were $17,017,000 and $16,645,000, respectively, and the net receivables at Tropicana Las Vegas and Ramada Express combined were $7,671,000 and $13,441,000, respectively. An allowance for doubtful accounts is maintained at a level considered adequate to provide for possible future losses. At December 30, 1999 and December 31, 1998, the allowance for doubtful accounts was $24,744,000 and $25,296,000, respectively. NOTE 3. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED PARTNERSHIP The Company's investment in unconsolidated partnership is a noncontrolling partnership interest of 50% in Tropicana Enterprises, a Nevada general partnership that owns the real property and certain personal property that the Company leases in the operation of the Las Vegas Tropicana. The Company uses the equity method of accounting for this investment and in connection with the lease expensed rents of $17,068,000 in 1999, $16,540,000 in 1998 and $16,554,000 in 1997, of which 50% was eliminated in consolidation. The Company has an option to purchase the 50% partnership interest that it does not own. The option gives the Company an unconditional right, but not the obligation, to purchase the partnership interest for $120,000,000 until as late as February 1, 2002. Summarized balance sheet information and operating results for the unconsolidated partnership are as follows (in thousands):
December 30, December 31, 1999 1998 ----------- ----------- Income producing properties $ 49,284 $ 52,018 Other assets 10,161 10,891 Bank term loan payable 56,931 60,228 Other liabilities 1,231 938 1999 1998 1997 ---------- ---------- -------- Revenues $ 17,126 $ 16,568 $ 16,591 Operating expenses (2,743) (2,743) (2,743) -------- -------- -------- Operating income 14,383 13,825 13,848 Interest expense (4,124) (4,833) (5,397) -------- -------- -------- Net income $ 10,259 $ 8,992 $ 8,451 ======== ======== ========
The Company's share of the above operating results, after intercompany eliminations, is as follows (in thousands):
1999 1998 1997 -------- -------- -------- Equity in unconsolidated partnership's loss $ (3,961) $ (4,336) $ (4,618)
F-15 NOTE 4. OTHER INVESTMENTS Other investments consist of the following (in thousands):
December 30, December 31, 1999 1998 ---------- ---------- CRDA deposits, net of a valuation allowance of $6,025 and $6,452 $14,751 $16,645 CRDA bonds, net of an unamortized discount of $3,292 and $1,912 5,628 4,360 ------- ------- $20,379 $21,005 ======= =======
The Company deposits funds with the CRDA to satisfy a New Jersey assessment based upon its casino revenues. Deposits with the CRDA bear interest at two-thirds of market rates resulting in a fair value lower than cost. If not used for other purposes, the CRDA deposits are used to invest in bonds issued by the CRDA as they become available that also bear interest at two- thirds of market rates. The CRDA bonds have various contractual maturities that range from 15 to 48 years. Actual maturities may differ from contractual maturities because of prepayment rights. The Company has an agreement with the CRDA for approximately $24,000,000 in funding in connection with a completed expansion project at the Atlantic City Tropicana. The Company receives funds from the CRDA based on expenditures made for the project to the extent that the Company has available funds on deposit with the CRDA that qualify for this funding. As of December 30, 1999, the Company has received approximately $19,100,000 in funding from the CRDA under this agreement. At December 30, 1999 and December 31, 1998, the Company had approximately $600,OOO and $800,000, respectively, in available deposits with the CRDA that qualified and accordingly reclassified these amounts to accounts receivable. NOTE 5. LAS VEGAS TROPICANA REDEVELOPMENT The Company is exploring alternatives for a major redevelopment of the Las Vegas Tropicana. The amount and timing of any future expenditure, and the extent of any impact on existing operations, will depend on the nature of the redevelopment ultimately undertaken by the Company. The net book value of the property and equipment used in the operation of the Las Vegas Tropicana was $29,846,000 at December 30, 1999. It is reasonably possible that the carrying value of some or all of these assets may change in the near term. F-16 NOTE 6. LONG-TERM DEBT Long-term debt consists of the following (in thousands):
December 30, December 31, 1999 1998 ----------- ---------- 8 7/8% Senior Subordinated Notes Due 2007; redeemable at a defined premium $235,000 $ -- 11% Senior Subordinated Notes Due 2002 -- 200,000 13 3/4% Senior Subordinated Notes Due 2004 ($180,000 principal amount, 14% effective interest rate); net of unamortized discount -- 178,243 Revolving credit facility; floating rate, 7.86% at December 30, 1999; matures June 30, 2003 210,100 53,100 Term loan; floating rate, 8.65% at December 30, 1999; matures June 30, 2005 49,875 50,000 Other notes payable; 14.6%; maturities to 2002 594 868 Obligations under capital leases 5,393 7,869 -------- -------- 500,962 490,080 Less current portion (3,334) (2,537) -------- -------- $497,628 $487,543 ======== ========
Maturities of long-term debt for the five years subsequent to December 30, 1999 are as follows (in thousands): 2000 $ 3,334 2001 2,503 2002 31,524 2003 180,704 2004 12,250 During 1999, the Company completely refinanced its senior subordinated debt. On April 7, 1999, the Company redeemed $75,000,000 principal amount of the 11% Senior Subordinated Notes due 2002 ("11% Notes") at 101.571% of the principal amount plus accrued interest by utilizing borrowings under the revolving credit facility ("Revolver"). On May 3, 1999, the Company issued $235,000,000 principal amount of 8 7/8% Senior Subordinated Notes due May 15, 2007 ("8 7/8% Notes"). Interest is payable semiannually on May 15 and November 15. The net proceeds from the issuance of the 8 7/8% Notes, after payment of the fees and expenses of the issuance, were approximately $228,800,000. On June 2, 1999, the Company redeemed $125,000,000 principal amount of the 11% Notes at 101.571% of the principal amount plus accrued interest. On August 20, 1999, the Company redeemed $5,540,000 principal amount of the 13 3/4% Senior Subordinated Notes due 2004 ("13 3/4% Notes") at 107.5% of the principal amount plus accrued interest and on October 1, 1999, the Company redeemed the remaining principal amount of $174,460,000 at 106.875% of the principal amount plus accrued interest. These redemptions were funded from the net proceeds of the 8 7/8% Notes and borrowings under the Revolver. F-17 At any time prior to May 15, 2003, the 8 7/8% Notes are redeemable at the option of the Company, in whole or in part, at a price of 100% of the principal amount plus a redemption premium plus accrued interest. The redemption premium will be equal to the greater of (1) 1% of the principal amount or (2) the excess of (A) the sum of the present values of (i) 104.438% of the principal amount and (ii) all required interest payments through May 15, 2003, excluding accrued but unpaid interest, computed in each case using a discount rate equal to the treasury rate at the time of redemption plus 50 basis points over (B) the principal amount. On or after May 15, 2003, the 8 7/8% Notes are redeemable at the option of the Company, in whole or in part, at prices from 104.438% of the principal amount plus interest declining to 100% of the principal amount plus interest beginning May 15, 2006. The 8 7/8% Notes are general unsecured obligations of the Company and are subordinated in right of payment to all present and future senior indebtedness (as defined) of the Company. Upon change of control of the Company, the holders of the 8 7/8% Notes would have the right to require repurchase of the notes at 101% of the principal amount plus accrued interest. Certain covenants in the 8 7/8% Notes limit the ability of the Company to incur indebtedness, make certain payments or engage in mergers, consolidations or sales of assets. In April 1999, the Company and the lenders under the Revolver agreed to expand the maximum amount available under the Revolver from $250,000,000 to $300,000,000. In conjunction with this change, the quarterly reductions in the maximum amount available under the Revolver were increased from $10,000,000 to $12,000,000, commencing on September 30, 2000. Interest is computed on the outstanding principal balance of the Revolver based upon, at the Company's option, a one-, two-, three- or six-month Eurodollar rate plus a margin ranging from 1.00% to 2.25%, or the prime rate plus a margin ranging from zero to 1.00%. The applicable margin is dependent upon the Company's outstanding indebtedness and operating cash flow. As of December 30, 1999, the margin was at 0.625% less than the highest level. Interest computed based upon the Eurodollar rate is payable quarterly or on the last day of the applicable Eurodollar interest period, if earlier. Interest computed based upon the prime rate is payable quarterly. The Company incurs a commitment fee ranging from 0.225% to 0.4375% per annum on the unused portion of the Revolver. The Term loan ("Term Loan") calls for quarterly principal payments of $125,000 beginning on September 30, 1999 through June 30, 2004, and $11,875,000 beginning on September 30, 2004 through maturity. Interest is computed on the Term Loan based upon, at the Company's option, a one-, two-, three- or six-month Eurodollar rate plus a margin of 2.5%. Interest is payable quarterly or on the last day of the applicable Eurodollar interest period, if earlier. The collateral securing the Revolver and the Term Loan, shared on a pari passu basis, consists of all the property of Tropicana Atlantic City, Ramada Express and the casino riverboat operations and, with certain exceptions, the stock of the Company's subsidiaries. The Revolver imposes various restrictions on the Company, including limitations on its ability to incur additional debt, commit funds to capital expenditures and investments, merge or sell assets. The Revolver also prohibits dividends on the Company's common stock (other than those payable in common stock) and repurchases of the Company's common stock in excess of $100,000,000, F-18 increased from $30,000,000 effective October 26, 1999, with limited exceptions. In addition, the Revolver contains quarterly financial tests, including a minimum requirement for operating cash flow, a minimum ratio of fixed charge coverage and maximum ratios of total debt and senior debt to operating cash flow. The restrictions imposed on the Company by the Term Loan are similar to those imposed by the Company's senior subordinated debt. NOTE 7. LEASE OBLIGATIONS The Company is a lessee under a number of noncancelable lease agreements involving land, buildings, leasehold improvements and equipment, some of which provide for contingent rentals based on revenues, the consumer price index and/or interest rate fluctuations. The leases extend for various periods up to 11 years and generally provide for the payment of executory costs (taxes, insurance and maintenance) by the Company. Certain of these leases have provisions for renewal options ranging from 1 to 15 years, primarily under similar terms, and/or options to purchase at various dates. Properties leased under capital leases are as follows (in thousands):
December 30, December 31, 1999 1998 ----------- ---------- Furniture and equipment $ 18,616 $ 18,714 Less accumulated amortization (14,169) (10,932) -------- -------- $ 4,447 $ 7,782 ======== ========
Amortization of furniture and equipment leased under capital leases, computed on a straight-line basis, was $3,237,000 in 1999, $2,357,000 in 1998 and $269,000 in 1997. Minimum future lease obligations on long-term, noncancelable leases in effect at December 30, 1999 are as follows (in thousands):
Year Capital Operating ---- -------- --------- 2000 $ 2,998 $11,442 2001 1,809 9,755 2002 781 9,027 2003 231 8,341 2004 136 8,162 Thereafter 23 44,488 -------- -------- 5,978 $91,215 ======== Amount representing interest (585) -------- Net present value 5,393 Less current portion (2,662) -------- Long-term portion $ 2,731 ========
The above net present value is computed based on specific interest rates determined at the inception of the leases. F-19 Rent expense is detailed as follows (in thousands):
1999 1998 1997 -------- -------- -------- Minimum rentals $ 13,946 $ 15,968 $ 18,099 Contingent rentals 3,176 3,405 3,280 -------- -------- -------- $ 17,122 $ 19,373 $ 21,379 ======== ======== ========
NOTE 8. OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following (in thousands):
December 30, December 31, 1999 1998 ----------- ---------- Deferred compensation and retirement plans $ 12,530 $ 11,871 Accrued rent expense 9,539 10,427 Obligation to City of Evansville and other civic and community organizations 1,800 3,050 Las Vegas Boulevard beautification assessment 428 455 -------- -------- 24,297 25,803 Less current portion (3,198) (2,921) -------- -------- $ 21,099 $ 22,882 ======== ========
NOTE 9. REDEEMABLE PREFERRED STOCK A series of preferred stock consisting of 100,000 shares has been designated Series B ESOP Convertible Preferred Stock ("ESOP Stock") and those shares were issued on December 20, 1989, to the Company's Employee Stock Ownership Plan ("ESOP"). The ESOP purchased the shares for $10,000,000 with funds borrowed from a subsidiary of the Company. These funds were repayable in even semiannual payments of principal and interest at 13 1/2% per year over a 10-year term, ending on September 15, 1999. During 1999, 1998 and 1997, respectively, 8,716 shares, 4,737 shares and 4,555 shares were redeemed primarily in connection with employee terminations. At December 30, 1999, cumulative redemptions totaled 29,975 shares. The ESOP Stock has an annual dividend rate of $8.00 per share per annum payable semiannually in arrears. These shares have no voting rights except under certain limited, specified conditions. Shares may be converted into common stock at $9.46 per share of common stock and have a liquidation preference of $100 per share plus accrued and unpaid dividends. The shares that have been allocated to the ESOP participant accounts and have vested are redeemable at the higher of $100 per share plus accrued and unpaid dividends, appraised value or conversion value, by the participant upon termination. The excess of the redemption value of the ESOP Stock over the carrying value is charged to retained earnings upon redemption. In the event of default in the payment of dividends on the ESOP Stock for six consecutive semiannual periods, each outstanding share would have one vote per share of common stock into which the preferred stock is convertible. F-20 NOTE 10. CAPITAL STOCK The Company is authorized to issue 10,000,000 shares of preferred stock, par value $.01 per share, issuable in series as the Board of Directors may designate. Approximately 100,000 shares of preferred stock have been designated Series A Junior Participating Preferred Stock but none have been issued. The Company is authorized to issue 100,000,000 shares of common stock with a par value of $.01 per share. Shares issued were 50,645,269 at December 30, 1999, and 49,244,268 at December 31, 1998. Common stock outstanding was net of 7,700,079 and 3,906,434 treasury shares at December 30, 1999 and December 31, 1998, respectively. One preferred stock purchase right ("Right") is attached to each share of the Company's common stock. Each Right will entitle the holder, subject to the occurrence of certain events, to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at a price of $50.00 per one one-thousandth of a share, subject to adjustment. The Rights will expire in December 2009 if not earlier extended or redeemed by the Company at $.01 per Right. The Company issued shares of restricted common stock in 1995 to certain executive officers and key employees; however, 3,668 of these shares were forfeited in 1997. The restrictions on 122,998 of the unforfeited shares lapsed over a three-year period commencing on the date of issuance. Compensation expense in connection with this issuance of restricted common stock was $10,000 and $83,000 in 1998 and 1997, respectively. In accordance with the Merger agreement, 666,572 shares of common stock that had not been claimed by the shareholders of Ramada were returned to the Company in December 1990 to be held as treasury shares until claimed. During 1999, 1998 and 1997, respectively, 12,701, 15,540 and 24,255 shares were claimed and in September 1999, 314,640 unclaimed shares were escheated; the balance of unclaimed shares was 706 as of December 30, 1999. In May 1999, the Board of Directors authorized the Company to make discretionary repurchases of up to 3,500,000 shares of its common stock and by December 30, 1999, the Company repurchased 3,500,000 shares of its common stock. In December 1999, the Board of Directors authorized the Company to repurchase up to 4,500,000 additional shares of its common stock and as of December 30, 1999, the Company repurchased 192,300 shares of its common stock under this authority. All purchases under the Company's stock repurchase programs may be made from time to time in the open market or privately negotiated transactions, depending upon market prices and other factors. Repurchased and forfeited shares are stated at cost and held as treasury shares to be used for general corporate purposes. During 1999, the Company accepted 428,686 shares of its common stock from employees in lieu of cash due to the Company in connection with the exercise of stock options under the Company's 1989 Stock Option and Incentive Plan. Such shares of common stock are stated at cost and held as treasury shares to be used for general corporate purposes. F-21 At December 30, 1999, December 31, 1998 and January 1, 1998, common shares reserved for future grants of stock options under the Company's stock option plans were 2,332,000, 122,000 and 589,000, respectively. At December 30, 1999, common shares reserved for the conversion of the ESOP Stock were 741,000 and shares of preferred stock reserved for exercise of the Rights were 50,000. NOTE 11. STOCK OPTIONS The Company has elected to follow Accounting Principles Board Opinion No. 25 entitled "Accounting for Stock Issued to Employees" ("APB 25") and related Interpretations in accounting for its stock-based employee compensation arrangements because the alternative fair-value-based method of accounting provided for under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 entitled "Accounting for Stock-Based Compensation" ("SFAS 123") requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. The Company's 1989 Stock Option and Incentive Plan ("1989 Plan") expired in June 1999. The 1989 Plan had authorized the grant of up to 6,000,000 shares of the Company's common stock pursuant to options, restricted shares and performance shares to officers and key employees of the Company. Options granted under the 1989 Plan have 10-year terms and vest and become exercisable at the rate of 1/3 per year on each of the first three anniversary dates of the grant, subject to continued employment on those dates. During 1999, the Company adopted the 1999 Employee Stock Option and Incentive Plan ("1999 Plan"). The 1999 Plan has authorized the grant of up to 4,000,000 shares of the Company's common stock pursuant to options, stock appreciation rights, restricted shares, deferred shares and performance shares to officers and key employees of the Company. Options granted under the 1999 Plan have 10-year terms and vest and become exercisable at the rate of 1/3 per year on each of the first three anniversary dates of the grant, subject to continued employment on those dates. The Company's 1990 Nonemployee Director Stock Option Plan ("1990 Plan") has authorized the grant of up to 250,000 shares of the Company's common stock pursuant to options granted to nonemployee Directors of the Company. Options granted under the 1990 Plan have 10-year terms and vest and become exercisable on the date of grant. Pro forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if the Company had accounted for its stock option plans under the fair-value-based method of that Statement. The fair value for these options was estimated at the date of grant or modification using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rate of 5.7% in 1999, 5.1% in 1998 and 6.5% in 1997, no dividend in 1999, 1998 or 1997, volatility factor of the expected market price of the Company's common stock of .52 in 1999, .51 in 1998 and .29 in 1997, and an expected life of the option of 5.0 years in 1999, 4.7 years in 1998 and 5.2 years in 1997. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting or trading restrictions and are fully transferable. In addition, option F-22 valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The pro forma information for 1999, 1998 and 1997 follows (in thousands except for earnings per share information):
1999 1998 1997 -------- -------- -------- Pro forma net income $ 4,789 $ 8,342 $ 3,693 Pro forma earnings per share: Net income per common share $ .09 $ .17 $ .07 Net income per common share assuming dilution $ .09 $ .17 $ .07
During 1998, options to purchase 170,220 shares of the Company's common stock at an exercise price of $6.16 that were to expire in 1998 were extended to 2000. In addition, options to purchase 555,000 shares of the Company's common stock at an exercise price of $5.00 that were to expire in 2001 were extended to 2006. In connection with the extension of these option periods, the Company recorded approximately $483,000 of compensation expense. A summary of the Company's other stock option activity and related information for the years ended December 30, 1999, December 31, 1998 and January 1, 1998 follows (in thousands of shares):
1999 1998 1997 ----------------- ----------------- ----------------- Weighted- Weighted- Weighted- Shares Average Shares Average Shares Average Under Exercise Under Exercise Under Exercise Option Price Option Price Option Price ------ --------- ------ --------- ------ --------- Beginning balance outstanding 3,846 $5.59 3,503 $5.29 3,230 $5.00 Granted 1,828 $8.29 527 $7.38 514 $7.00 Exercised (1,401) $3.57 (124) $3.26 (178) $3.92 Forfeited (51) $7.22 (60) $8.75 (63) $8.19 Expired -- $ -- -- $ -- -- $ -- ------ ------ ------ Ending balance outstanding 4,222 $7.40 3,846 $5.59 3,503 $5.29 ====== ====== ====== Exercisable at end of year 1,966 $6.61 3,012 $5.12 2,774 $4.77 ====== ====== ====== Weighted-average fair value of options granted during the year $ 4.29 $ 3.81 $ 2.39
F-23 The following table summarizes additional information about the Company's stock options outstanding at December 30, 1999, December 31, 1998 and January 1, 1998 (in thousands of shares):
Options Outstanding Options Exercisable ------------------------------ ------------------- Weighted- Average Weighted- Weighted- Shares Remaining Average Shares Average Range of Under Contractual Exercise Under Exercise Exercise Prices Option Life Price Option Price - --------------- ------ ----------- --------- ------ --------- 1999 - ---- $4.06 to $ 5.25 575 7.2 years $ 4.95 523 $ 4.98 $5.50 to $ 7.75 2,739 7.3 years $ 7.14 1,294 $ 6.95 $9.13 to $11.00 908 9.1 years $ 9.76 149 $ 9.47 ------ ------ 4,222 7.7 years $ 7.40 1,966 $ 6.61 ====== ====== 1998 - ---- $3.19 1,202 1.0 year $3.19 1,202 $3.19 $4.06 to $5.06 650 7.7 years $4.94 610 $5.00 $5.50 to $7.75 1,843 7.1 years $7.06 1,062 $6.80 $9.13 to $11.00 151 6.8 years $9.48 138 $9.43 ------ ------ 3,846 5.3 years $5.59 3,012 $5.12 ====== ====== 1997 - ---- $3.19 to $5.00 1,922 2.6 years $3.76 1,922 $3.76 $5.50 to $7.75 1,390 7.1 years $6.83 739 $6.68 $9.13 to $11.00 191 7.9 years $9.51 113 $9.46 ------ ------ 3,503 4.7 years $5.29 2,774 $4.77 ====== ======
NOTE 12. BENEFIT PLANS The Company has nonqualified defined benefit pension plans and a deferred compensation plan. These plans are unfunded. The following table shows a reconciliation of the changes in the plans' benefit obligation for the years 1999 and 1998 and a statement of the funded status as of December 30, 1999 and December 31, 1998 (in thousands): F-24
Defined Benefit Plans Deferred Compensation Plan ---------------------- -------------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Projected benefit obligation at beginning of year $ 6,204 $ 6,096 $ 4,819 $ 4,649 Service cost -- -- 15 15 Interest cost 569 509 400 387 Actuarial (gain)loss 625 (130) -- (48) Benefits paid (271) (271) (211) (184) -------- -------- -------- -------- Projected benefit obligation at end of year 7,127 6,204 5,023 4,819 -------- -------- -------- -------- Plan assets -- -- -- -- -------- -------- -------- -------- Funded status (7,127) (6,204) (5,023) (4,819) Unrecognized actuarial (gain)loss 69 (533) (606) (622) Unrecognized prior service cost 640 790 -- -- -------- -------- -------- -------- Net amount recognized $ (6,418) $ (5,947) $ (5,629) $ (5,441) ======== ======== ======== ========
The following table shows the amounts recognized in the consolidated balance sheets (in thousands):
Defined Benefit Plans Deferred Compensation Plan ------------------------- -------------------------- December 30, December 31, December 30, December 31, 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Accrued benefit liability $ (6,418) $ (5,947) $ (5,629) $ (5,441)
The components of benefit plan expense are as follows (in thousands):
Defined Benefit Plans Deferred Compensation Plan ---------------------- -------------------------- 1999 1998 1997 1999 1998 1997 ------ ------ ------ ------ ------ ------ Service cost $ -- $ -- $ -- $ 15 $ 15 $ 17 Interest cost 569 509 504 400 387 370 Amortization of prior service cost 150 150 166 -- -- -- Recognized net actuarial (gain) loss 24 19 19 (16) (15) (16) Cash surrender value increase net of premium expense -- -- -- (237) (218) (201) ------ ------ ------ ------ ------ ------ $ 743 $ 678 $ 689 $ 162 $ 169 $ 170 ====== ====== ====== ====== ====== ======
F-25 The assumptions used in the measurement of the Company's benefit obligation are as follows:
Defined Benefit Plans Deferred Compensation Plan ---------------------- -------------------------- 1999 1998 1997 1999 1998 1997 ------ ------ ------ ------ ------ ------ Discount rate 8.5% 8.5% 8.5% 8.5% 8.5% 8.5% Rate of compensation increase 5.0% 5.0% 5.0% N/A N/A N/A
The Company has a defined contribution savings plan that covers substantially all employees who are not covered by a collective bargaining unit. The savings account feature of the plan allows employees, at their discretion, to make contributions of their before-tax earnings to the plan up to an annual maximum amount. Effective July 1, 1997, the Company matches 50% of the employee contributions that are based on up to 4% of an employee's before-tax earnings. Compensation expense with regard to Company matching contributions was $1,500,000, $1,578,000 and $771,000 in 1999, 1998 and 1997, respectively. Additional Company contributions to the savings plan are discretionary and there were none in 1999, 1998 or 1997. The Company contributed $2,913,000, $2,840,000 and $2,711,000 in 1999, 1998 and 1997, respectively, to trusteed pension plans under various collective bargaining agreements. The Company's ESOP covers substantially all nonunion employees. The Company made contributions to the ESOP so that, after the dividends were paid on the Company's ESOP Stock, the ESOP could make its debt service payments to the Company. Cash dividends and contributions, respectively, paid to the ESOP were $596,000 and $1,279,000 in 1999, $649,000 and $1,226,000 in 1998 and $689,000 and $1,186,000 in 1997. Compensation expense recognized in 1999, 1998 and 1997, respectively, was $417,000, $718,000 and $862,000. NOTE 13. INCOME TAXES The (provision) benefit for income taxes is comprised of (in thousands):
1999 1998 1997 -------- -------- -------- Current: Federal $ (9,509) $ (5,746) $ 1,331 State (50) (899) 670 -------- -------- -------- (9,559) (6,645) 2,001 Deferred: -------- -------- -------- Federal (2,603) (1,499) 2,151 State (60) (224) (1,967) -------- -------- -------- (2,663) (1,723) 184 -------- -------- -------- $(12,222) $ (8,368) $ 2,185 ======== ======== ========
The Company is responsible, with certain exceptions, for the taxes of Ramada through December 20, 1989. The Internal Revenue Service ("IRS") has completed its examinations of the income tax returns for the years 1988 through 1991 and has settled for all but one issue. The effect on the Company of settling prior years was an income tax benefit of $2,323,000 in 1997, primarily related to cash received as a result of the settlement. F-26 The IRS is examining the income tax returns for the years 1992 through 1996. The Indiana Department of Revenue is examining the Indiana income tax returns for the years 1995 through 1997. Management believes that adequate provision for income taxes and interest has been made in the financial statements. In connection with the IRS examinations of the years 1988 through 1996, management has estimated and provided a reserve for amounts that could be due upon settlement. It is reasonably possible that an issue in these examinations could be favorably settled in the near term. General business credits are taken as a reduction of the provision for income taxes during the year such credits become available. The (provision) benefit for income taxes differs from the amount computed by applying the U.S. federal income tax rate (35%) because of the effect of the following items (in thousands):
1999 1998 1997 -------- -------- -------- Tax (provision) benefit at U.S. federal income tax rate $(12,023) $ (6,957) $ (790) State income taxes, net (333) (726) (788) Nondeductible business expenses (904) (1,586) (727) IRS examination 7 158 1,498 General business credits 436 356 286 Ramada tax sharing agreement 334 -- 2,323 Other, net 261 387 383 -------- -------- -------- $(12,222) $ (8,368) $ 2,185 ======== ======== ========
The income tax effects of loss carryforwards, tax credit carryforwards and temporary differences between financial and income tax reporting that give rise to the deferred income tax assets and liabilities are as follows (in thousands):
December 30, December 31, 1999 1998 ------------ ------------ Net operating loss carryforward $ 12,054 $ 16,440 Accrued rent expense 6,223 6,007 Accrued bad debt expense 14,432 13,002 Accrued compensation 6,807 6,420 Accrued liabilities 10,467 9,712 General business credit carryforward 16,377 14,350 -------- -------- Gross deferred tax assets 66,360 65,931 -------- -------- Deferred tax asset valuation allowance (2,385) (3,343) -------- -------- Other (12,868) (12,881) Partnership investment (4,863) (5,075) Depreciation and amortization (34,952) (34,310) -------- -------- Gross deferred tax (liabilities) (52,683) (52,266) -------- -------- Net deferred tax assets (liabilities) $ 11,292 $ 10,322 ======== ========
F-27 Gross deferred tax assets are reduced by a valuation allowance. Realization of the net deferred tax asset at December 30, 1999, is dependent on generating sufficient taxable income prior to expiration of the net operating loss carryforward. Although realization is not assured, management believes it is more likely than not that all of the net deferred tax asset will be realized. The amount of the deferred tax asset considered realizable, however, could change in the near future if estimates of future taxable income during the carryforward period are changed. The beginning-of-year valuation allowance was reduced during 1999 and 1998, which caused a decrease in income tax expense of $1,137,000 and $1,715,000, respectively. The beginning-of-year valuation allowance was increased during 1997, which caused an increase in income tax expense of $876,000. At December 30, 1999, tax benefits are available for federal income tax purposes as follows (in thousands): Net operating losses $26,248 General business credits 5,412 These tax benefits will expire in the years 2003 through 2019 if not used. The Company also has alternative minimum tax credit carryforwards of $10,965,000 that can be carried forward indefinitely and offset against the regular federal income tax liability. In addition, the Company has net operating loss carryforwards for state income tax purposes that will expire in the following years if not used (in thousands): 2000 $ 1,987 2001 6,730 2002 480 2003 4,542 2004 to 2019 50,026 NOTE 14. EXTRAORDINARY ITEMS During 1999, the Company expensed the redemption premiums, the remaining unamortized deferred financing charges and the remaining unamortized discount in connection with the redemptions of the 11% Notes and 13 3/4% Notes. These items were reflected as an extraordinary loss of $15,740,000, which was net of an income tax benefit of $8,476,000. During 1998, the Company completed new financing and extinguished its prior credit facilities. The Company expensed the remaining unamortized deferred financing charges in connection with these prior credit facilities. These items were reflected as an extraordinary loss of $1,346,000, which was net of an income tax benefit of $725,000. F-28 NOTE 15. EARNINGS PER SHARE The computations of earnings per common share and earnings per common share, assuming dilution, are as follows:
1999 1998 1997 -------- -------- -------- Income before extraordinary items $ 22,129 $ 11,508 $ 4,442 Less: preferred stock dividends and losses on redemption (net of income tax benefits of $13, $42 and $71, credited to retained earnings) (633) (609) (634) -------- -------- -------- Income before extraordinary items applicable to computations 21,496 10,899 3,808 Extraordinary items (15,740) (1,346) -- -------- -------- -------- Net income applicable to computations $ 5,756 $ 9,553 $ 3,808 ======== ======== ======== Weighted-average common shares applicable to earnings per common share 44,598 45,230 45,121 Effect of dilutive securities: Stock option incremental shares 812 525 657 Assumed conversion of preferred stock 787 859 909 -------- -------- -------- 1,599 1,384 1,566 Weighted-average common shares -------- -------- -------- applicable to earnings per common share assuming dilution 46,197 46,614 46,687 ======== ======== ======== Earnings per common share: Income before extraordinary items $ .48 $ .24 $ .08 Extraordinary items (.35) (.03) -- -------- -------- -------- Net income $ .13 $ .21 $ .08 ======== ======== ======== Earnings per common share assuming dilution: Income before extraordinary items $ .46 $ .23 $ .08 Extraordinary items (.34) (.03) -- -------- -------- -------- Net income $ .12 $ .20 $ .08 ======== ======== ========
NOTE 16. CONTINGENCIES AND COMMITMENTS The Company agreed to indemnify Ramada against all monetary judgments in lawsuits pending against Ramada and its subsidiaries as of the conclusion of the Restructuring on December 20, 1989, as well as all related attorneys' fees and expenses not paid at that time, except for any judgments, fees or expenses accrued on the hotel business balance sheet and except for any unaccrued and unreserved aggregate amount up to $5,000,000 F-29 of judgments, fees or expenses related exclusively to the hotel business. Aztar is entitled to the benefit of any crossclaims or counterclaims related to such lawsuits and of any insurance proceeds received. In addition, the Company agreed to indemnify Ramada for various lease guarantees made by Ramada relating to the restaurant business. In connection with these matters, the Company has an accrued liability of $3,832,000 and $3,894,000 at December 30, 1999 and December 31, 1998, respectively. The Company is a party to various other claims, legal actions and complaints arising in the ordinary course of business or asserted by way of defense or counterclaim in actions filed by the Company. Management believes that its defenses are substantial in each of these matters and that the Company's legal posture can be successfully defended without material adverse effect on its consolidated financial statements. The Tropicana Las Vegas lease agreement contains a provision that requires the Company to maintain an additional security deposit with the lessor of $21,000,000 in cash or a letter of credit if the Tropicana Las Vegas operation fails to meet certain financial tests. The Company has a 50% partnership interest in the lessor. The Company has severance agreements with certain of its senior executives. Severance benefits range from a lump-sum cash payment equal to three times the sum of the executive's annual base salary and the average of the executive's annual bonuses awarded in the preceding three years plus payment of the value in the executive's outstanding stock options and vesting and distribution of any restricted stock to a lump-sum cash payment equal to the executive's annual base salary. In certain agreements, the termination must be as a result of a change in control of the Company. Based upon current salary levels and stock options, the aggregate commitment under the severance agreements should all these executives be terminated was approximately $21,000,000 at December 30, 1999. NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents (in thousands) the carrying amounts and estimated fair values of the Company's financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. F-30
December 30, 1999 December 31, 1998 ------------------- ------------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- -------- -------- -------- Assets Other investments $ 20,379 $ 20,379 $ 21,005 $ 21,005 Liabilities Current portion of long-term debt 3,334 3,334 2,537 2,537 Current portion of other long-term liabilities 1,800 1,730 1,550 1,482 Long-term debt 497,628 489,403 487,543 512,200 Other long-term liabilities -- -- 1,500 1,321 Series B ESOP convertible preferred stock 7,003 9,734 7,147 7,147 Off-Balance-Sheet Letters of credit -- 4,524 -- 5,774
The carrying amounts shown in the table are included, if applicable, in the Consolidated Balance Sheets under the indicated captions. All of the Company's financial instruments are held or issued for purposes other than trading. The following notes summarize the major methods and assumptions used in estimating the fair values of financial instruments. Other investments consisted of deposits with the CRDA and CRDA bonds that bear interest at two-thirds of market rates resulting in a fair value lower than cost. The carrying amounts of these deposits and bonds are presented net of a valuation allowance and an unamortized discount that result in an approximation of fair values. The fair values of the Company's publicly traded debt were estimated based on the bid prices in the public bond markets. The carrying amounts of the Revolver and the Term Loan are reasonable estimates of fair values because this debt is carried with a floating interest rate. The amounts reported for other long-term liabilities relate to the Company's obligation to the City of Evansville and other civic and community organizations. The fair values were estimated by discounting expected cash flows using a discount rate commensurate with the risks involved. The fair value reported for the Series B ESOP convertible preferred stock represents the latest appraised fair value as determined by an independent appraisal. The fair values of the letters of credit were estimated to be the same as the contract values based on the nature of the fee arrangement with the issuing financial institution. F-31 NOTE 18. UNAUDITED QUARTERLY RESULTS/COMMON STOCK PRICES The following unaudited information shows selected items in thousands, except per share data, for each quarter in the years ended December 30, 1999 and December 31, 1998. The Company's common stock is listed on the New York Stock Exchange.
First Second Third Fourth -------- -------- -------- -------- 1999 - ---- Revenues $190,544 $206,731 $208,770 $194,269 Operating income 19,670 24,526 26,957 18,441 Income before income taxes and extraordinary items 4,794 9,332 13,049 7,176 Income taxes (1,942) (3,419) (4,488) (2,373) Extraordinary items -- (4,073) (382) (11,285) Net income (loss) 2,852 1,840 8,179 (6,482) Earnings per common share: Income before extraordinary items .06 .13 .19 .11 Net income (loss) .06 .04 .18 (.15) Earnings per common share assuming dilution: Income before extraordinary items .06 .13 .18 .10 Net income (loss) .06 .04 .17 (.15) 1998 - ---- Revenues $196,825 $203,168 $210,089 $196,054 Operating income 16,866 21,582 25,431 17,767 Income before income taxes and extraordinary items 1,021 6,146 10,099 2,610 Income taxes (403) (2,427) (4,472) (1,066) Extraordinary items -- (1,346) -- -- Net income 618 2,373 5,627 1,544 Earnings per common share: Income before extraordinary items .01 .08 .12 .03 Net income .01 .05 .12 .03 Earnings per common share assuming dilution: Income before extraordinary items .01 .08 .12 .03 Net income .01 .05 .12 .03 Common Stock Prices - ------------------- 1999 - High $ 6.00 $ 9.25 $10.38 $11.13 - Low 4.19 4.88 8.34 9.13 1998 - High 9.94 8.56 6.88 5.88 - Low 6.19 6.13 3.69 2.88
F-32 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners Tropicana Enterprises In our opinion, the accompanying balance sheets and the related statements of operations, cash flows and partners' capital present fairly, in all material respects, the financial position of Tropicana Enterprises (a Nevada General Partnership)(the "Partnership") at December 30, 1999 and December 31, 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 1999 in conformity with accounting principles generally accepted in the United States. 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 of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS LLP Phoenix, Arizona February 1, 2000 F-33 TROPICANA ENTERPRISES (A Nevada General Partnership) BALANCE SHEETS ------------------------------------- (in thousands)
December 30, December 31, 1999 1998 ------------ ------------ Assets Income producing properties $ 49,284 $ 52,018 Cash 1 1 Other receivable 1,203 904 Other assets 8,957 9,986 --------- --------- $ 59,445 $ 62,909 ========= ========= Liabilities and Partners' Capital Term loan payable $ 56,931 $ 60,228 Unearned rental income 1,231 938 --------- --------- 58,162 61,166 Partners' capital 1,283 1,743 --------- --------- $ 59,445 $ 62,909 ========= =========
[FN] The accompanying notes are an integral part of these financial statements. F-34 TROPICANA ENTERPRISES (A Nevada General Partnership) STATEMENTS OF OPERATIONS For the years ended December 30, 1999, December 31, 1998 and January 1, 1998 ----------------------------------- (in thousands)
1999 1998 1997 ---------- ---------- ---------- Revenues: Rent $ 17,068 $ 16,540 $ 16,554 Interest 18 28 37 Other 40 -- -- --------- --------- --------- 17,126 16,568 16,591 --------- --------- --------- Costs and expenses: General and administrative 8 8 8 Interest 4,124 4,833 5,397 Depreciation and amortization 2,735 2,735 2,735 --------- --------- --------- 6,867 7,576 8,140 --------- --------- --------- Net income $ 10,259 $ 8,992 $ 8,451 ========= ========= =========
[FN] The accompanying notes are an integral part of these financial statements. F-35 TROPICANA ENTERPRISES (A Nevada General Partnership) STATEMENTS OF CASH FLOWS For the years ended December 30, 1999, December 31, 1998 and January 1, 1998 ------------------------------------ (in thousands)
1999 1998 1997 ---------- ---------- ---------- Cash flows from operating activities: Net income $ 10,259 $ 8,992 $ 8,451 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,735 2,735 2,735 Gain on disposal of assets (40) -- -- Changes in assets and liabilities: Other receivable (299) 39 15 Other assets 1,017 1,029 1,037 Unearned rental income 293 54 (45) --------- --------- --------- Net cash provided by operating activities 13,965 12,849 12,193 --------- --------- --------- Cash flows from investing activities: Proceeds from sale of property 51 -- -- --------- --------- --------- Net cash provided by investing activities 51 -- -- --------- --------- --------- Cash flows from financing activities: Repayment of term loan (3,297) (3,076) (2,867) Distribution to partners (10,719) (9,773) (9,326) --------- --------- --------- Net cash (used in) provided by financing activities (14,016) (12,849) (12,193) --------- --------- --------- Net change in cash -- -- -- Cash at beginning of year 1 1 1 --------- --------- --------- Cash at end of year $ 1 $ 1 $ 1 ========= ========= ========= Cash flow during the year for the following: Interest paid $ 3,814 $ 4,863 $ 5,407 ========= ========= =========
[FN]>> The accompanying notes are an integral part of these financial statements. F-36 TROPICANA ENTERPRISES (A Nevada General Partnership) STATEMENTS OF PARTNERS' CAPITAL For the years ended December 30, 1999, December 31, 1998 and January 1, 1998 ----------------------------------- (in thousands)
Total Partners' Adamar Jaffe Capital ---------- ---------- ---------- Balance, January 2, 1997 $ (1,109) $ 4,508 $ 3,399 Net income 4,225 4,226 8,451 Cash withdrawals (4,663) (4,663) (9,326) --------- --------- --------- Balance, January 1, 1998 (1,547) 4,071 2,524 Net income 4,496 4,496 8,992 Cash withdrawals (4,886) (4,887) (9,773) --------- --------- --------- Balance, December 31, 1998 (1,937) 3,680 1,743 Net income 5,130 5,129 10,259 Cash withdrawals (5,360) (5,359) (10,719) --------- --------- --------- Balance, December 30, 1999 $ (2,167) $ 3,450 $ 1,283 ========= ========= =========
[FN] The accompanying notes are an integral part of these financial statements. F-37 TROPICANA ENTERPRISES (A Nevada General Partnership) NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: Basis of Financial Statements The financial statements include the accounts of Tropicana Enterprises, a Nevada General Partnership (the "Partnership"). Adamar of Nevada ("Adamar"), a wholly-owned subsidiary of Aztar Corporation ("Aztar"), and the Jaffe Group ("Jaffe") each hold a 50% partnership interest. Aztar has an option to purchase the Jaffe partnership interest. The option gives Aztar an unconditional right, but not the obligation, to purchase the Jaffe partnership interest until as late as February 1, 2002. The Partnership uses a 52/53 week fiscal year ending on the Thursday nearest to December 31, which included 52 weeks in 1999, 1998 and 1997. The Partnership owns and leases real property (the "Tropicana Property") to Hotel Ramada of Nevada ("HRN") a wholly-owned subsidiary of Aztar. This property is used in the operation of the Tropicana Resort and Casino in Las Vegas, Nevada. Aztar is exploring alternatives for a major redevelopment of the Tropicana Property. It is reasonably possible that the carrying value of some or all of the Partnership's assets may change in the near term. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Properties Properties are stated at cost. Improvements, renewals, and extraordinary repairs that extend the life of the asset are capitalized; other routine repairs and maintenance are expensed. The cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss, if any, on disposition is recognized in income as realized. Properties are depreciated using the straight line method over 21 to 40 years. Deferred Lease Costs Costs directly related to signed lease agreements are capitalized and amortized over the term of the lease. Revenue Recognition Rental revenue is recorded on a straight line basis over the term of the lease. Accrued rent, recorded in the accompanying balance sheets as other assets, represents cumulative amounts receivable in excess of cash basis rental revenue. F-38 TROPICANA ENTERPRISES (A Nevada General Partnership) NOTES TO FINANCIAL STATEMENTS-(Continued) Income Taxes No federal or state income taxes are payable by the Partnership; thus, none have been provided for in the accompanying financial statements. The partners are to include their respective share of the Partnership income or loss in their separate tax returns. 2. Customer Concentration: The Partnership receives all of its income from HRN. Although the Partnership does not anticipate a default by HRN, failure to receive payments on the lease would adversely affect the operating results and ability of the Partnership to service its debt. 3. Income Producing Properties: The income producing properties consist of the following (in thousands):
December 30, December 31, 1999 1998 ------------ ------------ Buildings $ 84,226 $ 84,226 Less accumulated depreciation (46,348) (43,625) --------- --------- 37,878 40,601 Land 11,406 11,417 --------- --------- $ 49,284 $ 52,018 ========= =========
4. Other Assets: Other assets consist of the following (in thousands):
December 30, December 31, 1999 1998 ------------ ------------ Accrued rent $ 8,850 $ 9,867 Deferred lease costs 107 119 --------- --------- $ 8,957 $ 9,986 ========= =========
5. Term Loan Payable: On October 5, 1994, the Partnership entered into a term loan of $72,523,000 with a group of banks. During 1998, the maturity of the term loan was extended to June 30, 2003. The term loan was used to refinance a prior loan in the same amount. The term loan is collateralized by the Tropicana Property and is serviced through rent payments made by the Tropicana operation. Interest is computed based upon, at the Partnership's option, a one-, two-, three- or six-month Eurodollar rate plus a margin ranging from F-39 TROPICANA ENTERPRISES (A Nevada General Partnership) NOTES TO FINANCIAL STATEMENTS-(Continued) 1.00% to 2.25%, or the prime rate plus a margin ranging from zero to 1.00%. The applicable margin to be used in connection with either rate is determined based upon outstanding indebtedness and operating cash flow of Aztar. Interest based on the Eurodollar rate is payable quarterly or on the last day of the applicable Eurodollar interest period, if earlier. Interest based on the prime rate is payable quarterly. The effective interest rate was 7.05% for the year ended December 30, 1999. The carrying amounts of the term loan are reasonable estimates of the fair values based on the variable interest rate inherent in the loan. Maturities of the term loan for the four years subsequent to December 30, 1999 are as follows (in thousands): 2000 $ 3,536 2001 3,791 2002 4,101 2003 45,503 -------- $ 56,931 ========
6. Lease Agreement: In 1984, the Partnership signed an agreement to lease its operating facilities at the Tropicana, which expires in January 2011. The lease agreement provides for contingent rental income based on the consumer price index and/or interest rate fluctuations in the prime or Eurodollar rates. The lease of the facility is treated as an operating lease except for the portion related to the furniture and equipment which was capitalized. The accompanying statements of operations reflect rent revenue on a straight line basis over the term of the lease. Included in the accompanying balance sheets under other assets is accrued rent of $8,850,000 and $9,867,000, as of December 30, 1999 and December 31, 1998, respectively, which represents future rent payments. Minimum future rentals on the non-cancelable operating lease as of December 30, 1999, excluding contingent rental income as described above, are as follows (in thousands): 2000 $ 14,178 2001 14,288 2002 14,325 2003 14,325 2004 14,325 Thereafter 87,143 --------- $ 158,584 =========
F-40 TROPICANA ENTERPRISES (A Nevada General Partnership) NOTES TO FINANCIAL STATEMENTS-(Continued) 7. Related Parties: The Partnership leases substantially all of the operating facilities at the Tropicana Property to HRN. The Partnership recognized rental income of $17,068,000 in 1999, $16,540,000 in 1998 and $16,554,000 in 1997 related to this lease. Aztar performs various accounting and administrative services on behalf of the Partnership. No expense is allocated to the Partnership for these services. F-41 Management's Discussion and Analysis Financial Condition - Liquidity and Capital Resources Refinancing Our long-term debt was refinanced during 1999. We started 1999 with primarily fixed-rate senior subordinated debt carrying interest rates of 11% and 13 3/4% supplemented with variable-rate debt consisting of a revolving credit facility maturing on June 30, 2003 and a term loan maturing on June 30, 2005. We ended 1999 with our long-term debt more evenly balanced between variable-rate debt and fixed-rate senior subordinated debt carrying interest at 8 7/8%. In April 1999, Aztar and the lenders under the revolving credit facility agreed to expand the maximum amount available under the facility from $250 million to $300 million. At December 30, 1999, the outstanding balance under the revolving credit facility was $210.1 million. The maximum amount available under the revolving credit facility will be reduced quarterly by $12 million commencing on September 30, 2000. The revolving credit facility imposes various restrictions on us, including limitations on our ability to incur additional debt, commit funds to capital expenditures and investments, merge or sell assets. The revolving credit facility prohibits dividends on our common stock (other than dividends payable in common stock) and repurchases of our common stock in excess of $100 million with limited exceptions. In addition, the revolving credit facility contains quarterly financial tests, including a minimum requirement for operating cash flow, a minimum ratio of fixed charge coverage and maximum ratios of total debt and senior debt to operating cash flow. The term loan calls for quarterly principal payments of $125,000 through June 30, 2004 and $11,875,000 beginning on September 30, 2004 through maturity. At December 30, 1999, the outstanding balance under the term loan was $49,875,000. The term loan imposes restrictions on us that are similar to those imposed by our senior subordinated debt. On May 3, 1999, we issued $235 million principal amount of 8 7/8% Senior Subordinated Notes due May 15, 2007. Interest is payable semiannually on May 15 and November 15. The net proceeds from the issuance of the 8 7/8% Notes, after payment of the fees and expenses of the issuance, were approximately $228.8 million. The 8 7/8% Notes limit our ability to incur indebtedness, make certain payments or engage in mergers, consolidations or sales of assets. Funds from our revolving credit facility and our 8 7/8% Notes were used to redeem our 11% and 13 3/4% Senior Subordinated Notes. In the second quarter of 1999, we redeemed $200 million principal amount of our 11% Notes at 101.571% of the principal amount plus accrued interest. On August 20, 1999, we redeemed $5.5 million principal amount of our 13 3/4% Notes at 107.5% of the principal amount plus accrued interest and on October 1, 1999, we redeemed the remaining principal amount of $174.5 million at 106.875% of the principal amount plus accrued interest. F-42 Stock Repurchase Program In May 1999, we announced authorization by our board of directors to make discretionary repurchases of up to 3.5 million shares of our common stock. In December 1999, our board of directors authorized additional discretionary repurchases of up to 4.5 million common shares. Through December 30, 1999, we repurchased 3,692,300 shares of our common stock at prices ranging from $6.69 per share to $11.00 per share and at an average price of $9.61 per share. Purchases under our stock repurchase program are made from time to time in the open market or privately negotiated transactions, depending upon market prices and other business factors. Other Activity Our purchases of property and equipment were primarily routine in nature in 1999; however, we did purchase some land, which we had leased, in Evansville, Indiana that we are using for parking and some land in Atlantic City, New Jersey that is in proximity to our operating facilities. Future Development Tropicana Enterprises, a Nevada general partnership in which Aztar is a noncontrolling 50% partner, owns the real property and certain personal property that we lease in the operation of the Las Vegas Tropicana. We have an option to purchase the 50% partnership interest that we do not own. The option gives us an unconditional right, but not the obligation, to purchase the partnership interest for $120 million until as late as February 1, 2002. We are exploring alternatives for a major redevelopment of the property. The amount and timing of any future expenditure, and the extent of any impact on existing operations, will depend on the nature of the redevelopment we ultimately undertake. We own land that is in proximity to our facilities in Atlantic City, New Jersey. This land could be used for additional development. Commitments Aztar is committed to making rent payments that service a bank term loan payable by Tropicana Enterprises that matures on June 30, 2003. Tropicana Enterprises' bank term loan calls for monthly principal payments of $0.3 million to $0.4 million, with a final payment of approximately $43 million due at maturity. At December 30, 1999, the balance of the Tropicana Enterprises loan was approximately $57 million. The Tropicana Las Vegas lease agreement contains a provision that requires Aztar to maintain an additional security deposit with the lessor of approximately $21 million in cash or a letter of credit if the Tropicana Las Vegas operation fails to meet certain financial tests. The financial tests are calculated quarterly based on the preceding twelve months of operations. For the period ended December 30, 1999, no additional security deposit will be required because we met the financial tests. F-43 Results of Operations - 1999 versus 1998 Our consolidated revenues were $800.3 million for 1999, a decrease of 1% from $806.1 million in 1998. Casino revenue was the primary source of the decrease. The primary causes for the decrease in casino revenue were a shift away from the high-end games business, including the elimination of baccarat play, at the Las Vegas Tropicana and the introduction of a riverboat casino in the Louisville, Kentucky area that competes with our riverboat casino in Evansville, Indiana. Partially offsetting the decrease in casino revenue was an increase in rooms revenue at all of our hotel properties. Consolidated operating income in 1999 was $89.6 million compared with $81.6 million in 1998. Casino costs decreased as a result of the decrease in casino revenue. Rooms costs increased with the increase in rooms revenue; however, the rooms cost percent of rooms revenue decreased as a result of an increase in average daily rates at the Las Vegas Tropicana. The provision for doubtful accounts decreased due to a lower volume of table games play at the Las Vegas Tropicana and the Atlantic City Tropicana. Rent expense is lower due to a decreased number of operating leases at the Atlantic City Tropicana as a result of a shift from operating leases to capital leases or ownership. The analysis of the performance of each of our properties follows. Tropicana Atlantic City Tropicana Casino and Resort in Atlantic City, New Jersey had total revenues of $431.9 million in 1999 compared with $418.9 million in 1998 and operating income of $73.4 million in 1999 compared with $66.5 million in 1998. Casino revenue was up $8.5 million in 1999 from 1998; however, there was a shift in the mix of casino revenue. Tropicana Atlantic City experienced a decrease in games revenue after four years of increases. Games revenue decreased by $9.8 million or 7% in 1999 compared with 1998. Games revenue declined as a result of a lower volume of high-end play. Slot revenue increased in 1999 by 7% over 1998. Slot revenue increased as a result of an increase in the overall market, an increase in occupied rooms and the type of marketing programs conducted in 1999. The slot revenue percentage of total casino revenue increased to 68% in 1999, which approaches the market average. Our percentage was 65% in 1998, 66% in 1997, 71% in 1996 and 76% in the 1995 to 1993 time frame. Rooms revenue increased 17% in 1999 compared with 1998 as a result of an increase in rooms occupied on a non-complimentary basis. Rooms costs were 15% higher in 1999 compared with 1998 primarily due to the increase in rooms revenue. The provision for doubtful accounts was $3.1 million lower in 1999 compared with 1998 as a result of the lower volume of high-end table game play. Operating income is after depreciation and amortization of $25.7 million in 1999 compared with $24.3 million in 1998 and rent expense of $2.7 million in 1999 compared with $4.5 million in 1998. Rent expense decreased due to a decreased number of operating leases as a result of a shift from operating leases to capital leases or ownership. F-44 Tropicana Las Vegas Tropicana Resort and Casino in Las Vegas, Nevada had total revenues of $144.2 million in 1999 compared with $154.2 million in 1998 and an operating loss of $4.9 million in 1999 compared with an operating loss of $10.6 million in 1998. Casino revenue decreased by $16.5 million in 1999 from 1998 primarily as a result of a 41% decrease in games revenue in addition to a 4% decrease in slot revenue. More than half of the decrease in games revenue was attributable to lower baccarat revenue, which decreased as a result of a 93% decline in the volume of play as we completed our program to eliminate the increasingly expensive high-end games business. The volume of baccarat play decreased by 35% in 1998 on top of a 40% decrease in 1997 from 1996. The volume of baccarat play was much higher in 1996 than it had been in prior recent years. Baccarat revenue as a percent of casino revenue was less than 1% in 1999 as there was some revenue before we stopped offering the game. Baccarat revenue as a percent of casino revenue was 9% in 1998 and 1997 compared with 14% in 1996. Baccarat revenue was only 1% of casino revenue in 1995. Partially offsetting the decline in casino revenue was a $5.5 million increase in rooms revenue as a result of an increase in rooms occupied on a non-complimentary basis combined with an increase in the average daily rate. The hotel occupancy rate increased to 94% in 1999 from 92% in 1998 in spite of the increased competition in the Las Vegas market. Casino costs were $15.0 million lower in 1999 compared with 1998 and the provision for doubtful accounts was $4.0 million lower in 1999 as we eliminated the costly high-end table game business. Rooms costs were $1.2 million higher in 1999 compared with 1998 due to the increase in occupied rooms. Operating loss is after rent expense of $9.9 million in 1999 compared with $10.0 million in 1998 and depreciation and amortization of $10.1 million in 1999 compared with $9.8 million in 1998. Ramada Express Ramada Express Hotel and Casino in Laughlin, Nevada had total revenues of $94.0 million in 1999 compared with $85.3 million in 1998. Casino revenue increased by $4.9 million in 1999 compared with 1998 as the strengthening Laughlin market was up in 1999 compared with 1998. The trend in 1999 was a turnaround compared with the trends in 1998, 1997 and 1996, in which our casino revenue increased in a weak or declining Laughlin market, with increased casino and marketing costs causing a decline in operating margins. Casino costs and marketing costs were up only by $0.3 million in 1999 compared with 1998 with the strength in the market. As a result, the operating margin, as measured by operating income before depreciation and amortization and rent expense, increased to 22% in 1999 after having declined to 20% in 1998 from 22% in 1997, compared with 23% in 1996 and 24% in 1995. Operating income at Ramada Express was $15.0 million in 1999 compared with $10.6 million in 1998. Operating income is after depreciation and amortization of $4.9 million in 1999 compared with $6.2 million in 1998 and rent expense of $0.7 million in 1999 compared with $0.6 million in 1998. F-45 Casino Aztar Evansville Casino Aztar Evansville in Evansville, Indiana had total revenues of $105.8 million in 1999 compared with $123.6 million in 1998. Casino revenue was down $16.7 million or 15% in 1999 compared with 1998 due to competition from a riverboat in the Louisville, Kentucky area that opened in November 1998, in combination with severe winter weather in January and March 1999. The admissions declined by 5% to 2.0 million in 1999 compared with 2.1 million in 1998; however, the win per admission declined 10% to $47.37 in 1999 compared with $52.83 in 1998. A certificate of suitability has been granted to operate a riverboat casino on the Ohio River to be located in Indiana between the Louisville area and the Cincinnati area, in our Evansville property's outer market. This riverboat is anticipated to open in late summer 2000. Casino costs declined 13% in 1999 from 1998 with the decrease in casino revenue. Marketing costs declined 13% in 1999 from 1998 as we controlled costs in light of reduced revenue. Operating income was $19.7 million in 1999 compared with $29.8 million in 1998. Operating income is after depreciation and amortization of $9.8 million in 1999 and 1998 and rent expense of $3.5 million in 1999 compared with $3.9 million in 1998. Casino Aztar Caruthersville Casino Aztar Caruthersville in Caruthersville, Missouri had total revenues of $24.4 million in 1999 compared with $24.1 million in 1998 and an operating loss of $0.6 million in 1999 compared with an operating loss of $1.5 million in 1998. The operating losses are after depreciation and amortization of $3.2 million in 1999 and 1998. Casino revenue increased $0.4 million or 2% in 1999 compared with 1998 as a result of additional casino capacity that we installed on our barge in late June 1999 and an open boarding policy that we were permitted to institute in August 1999. We continued to control our costs in 1999 and they were reduced by 2% from 1998. Interest Expense Interest expense was $52.8 million in 1999 compared with $59.6 million in 1998. The decrease in interest expense was primarily a result of lower interest rates achieved through the refinancing we completed in 1999, through which our fixed-rate debt was replaced with other fixed-rate debt and variable-rate debt with lower interest rates. Extraordinary Items During 1999, we expensed the remaining unamortized deferred financing costs and unamortized discount associated with the 11% Notes and 13 3/4% Notes and the premiums paid to retire these notes. These items were reflected as an extraordinary loss of $15.7 million, which was net of an income tax benefit of $8.5 million. F-46 Results of Operations - 1998 versus 1997 Our consolidated revenues were $806.1 million for 1998, an increase of 3% from $782.4 million in 1997. Casino revenue was the primary source of the increase and the Atlantic City Tropicana was the principal location providing the increase. Consolidated operating income in 1998 was $81.6 million compared with $67.4 million in 1997. The consolidated provision for doubtful accounts increased by $2.0 million in 1998 compared with 1997 as a result of increasing the allowance for potential uncollectible markers associated with the emphasis on the games segment of the market at the Atlantic City Tropicana. Excluding the increase in the consolidated provision for doubtful accounts, operating costs increased by only 1% in 1998. Consolidated rent expense decreased $2.0 million in 1998 compared with 1997 primarily as a result of buying out operating leases or converting them to capital leases at the Atlantic City Tropicana. The analysis of the performance of each of our properties follows. Tropicana Atlantic City Tropicana Casino and Resort had total revenues of $418.9 million in 1998 compared with $399.2 million in 1997 and operating income of $66.5 million in 1998 compared with $50.7 million in 1997. Casino revenue was up $18.2 million in 1998 from 1997. Tropicana Atlantic City continued its emphasis that began in 1995 on the games revenue segment of the business and benefited from an increase in the table games hold percentage to 15.8% in 1998 from 14.5% in 1997. Games revenue increased by $10.2 million or 8% in 1998 compared with 1997. Slot revenue also increased in 1998 compared with 1997. Slot revenue was up 3% in 1998. Rooms revenue increased 21% in 1998 compared with 1997 as a result of an increase in rooms occupied on a non- complimentary basis and an increase in the average daily room rate. Rooms costs were 18% higher in 1998 compared with 1997 primarily due to the increase in rooms revenue. The provision for doubtful accounts was $3.8 million higher in 1998 compared with 1997 as a result of the emphasis on the games business. Excluding the provision for doubtful accounts, operating costs in 1998 were essentially even with 1997. Utilities expense was $1.1 million lower in 1998 compared with 1997 primarily due to a favorable electrical power contract that began in November 1997. Operating income is after depreciation and amortization of $24.3 million in 1998 compared with $22.1 million in 1997 and rent expense of $4.5 million in 1998 compared with $7.3 million in 1997. Rent expense decreased as a result of a shift away from operating leases to capital leases or ownership. Tropicana Las Vegas Tropicana Resort and Casino had total revenues of $154.2 million in 1998 compared with $156.4 million in 1997 and an operating loss of $10.6 million in 1998 compared with an operating loss of $9.3 million in 1997. Operating loss is after rent expense of $10.0 million in 1998 compared with $9.8 million in 1997 and depreciation and amortization of $9.8 million in 1998 compared with $9.5 million in 1997. F-47 Casino revenue decreased by $3.6 million in 1998 from 1997 as a result of a decrease in table games revenue. Table games revenue other than baccarat decreased as a result of a decrease in the hold percentage, which decreased to 15.6% from 18.6% in 1997. The volume of baccarat play decreased by 35% in 1998 from 1997 as we experienced a decrease in baccarat play by Asian guests as a result of economic turmoil in Asia and a strategic decision to place less emphasis on Asian players. Baccarat revenue in 1998 benefited from an increase in the hold percentage, which increased to 28.8% from 18.6% in 1997. Slot revenue increased by 5% in 1998 over 1997. Casino costs were substantially unchanged in 1998 from 1997. The hotel occupancy rate increased to 92% in 1998 from 88% in 1997 in spite of the increased competition in the Las Vegas market. Ramada Express Ramada Express Hotel and Casino had total revenues of $85.3 million in 1998 compared with $83.4 million in 1997. Casino revenue increased by $2.0 million in 1998 compared with 1997. The overall market was slightly up in 1998 from 1997, which is in contrast to the last several years of decreases in the overall market. However, the overall market remains weak as competition continues from Indian casinos and expansions in Las Vegas. Casino costs and marketing costs were higher as we incurred increased costs in order to increase market share in this market. Operating income at Ramada Express was $10.6 million in 1998 and 1997. Operating income is after depreciation and amortization of $6.2 million in 1998 compared with $7.1 million in 1997 and rent expense of $0.6 million in 1998 compared with $0.5 million in 1997. Casino Aztar Evansville Casino Aztar Evansville had total revenues of $123.6 million in 1998 compared with $119.3 million in 1997. Casino revenue was up 4% in 1998 from 1997 in spite of increased competition from expanded riverboat capacity in the Cincinnati, Ohio market area and a new riverboat in the Louisville, Kentucky market area. The admissions in 1998 and 1997 were 2.1 million and the win per admission was $52.83 in 1998 compared with $51.18 in 1997. The new riverboat in the Louisville area opened in November 1998. In fiscal December 1998, Casino Aztar Evansville had an 18% decrease in casino revenue compared with fiscal December 1997 due to the increased competition and severe winter weather in Evansville's feeder markets in the last week of December 1998. Operating income was $29.8 million in 1998 compared with $28.8 million in 1997. Operating income is after depreciation and amortization of $9.8 million in 1998 compared with $9.3 million in 1997 and rent expense of $3.9 million in 1998 compared with $3.4 million in 1997. Casino Aztar Caruthersville Casino Aztar Caruthersville had total revenues of $24.1 million in 1998 and 1997 and an operating loss of $1.5 million in 1998 compared with an operating loss of $2.8 million in 1997. The operating losses are after depreciation and amortization of $3.2 million in 1998 compared with $3.3 million in 1997. During 1998, we focused on reducing our operating costs and were able to reduce these costs by 5% compared with 1997 and at the same time were able to maintain our revenue stream. F-48 Development Costs In connection with pursuing the development of our business in specific gaming jurisdictions, we expensed approximately $0.5 million in 1998 compared with $0.1 million in 1997. Interest Expense Interest expense was $59.6 million in 1998 compared with $62.5 million in 1997. The decrease in interest expense was primarily a result of lower levels of debt outstanding. Income Taxes We are responsible, with certain exceptions, for the taxes of Ramada Inc. through December 20, 1989. See "Note 1. Significant Accounting Policies Basis of Consolidated Statements" of the Notes to Consolidated Financial Statements. Income taxes for 1997 included a non-recurring tax benefit of $2.3 million primarily related to cash received as a result of a settlement between the IRS and Ramada Inc. Extraordinary Items During 1998, we expensed the remaining unamortized deferred financing costs in connection with the extinguishment of our prior credit facility and our prior supplemental credit facility. These items were reflected as an extraordinary loss of $1.3 million, which was net of an income tax benefit of $0.7 million. Market Risk Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, foreign currency exchange rates, commodity prices and equity prices. Our primary exposure to market risk is interest rate risk associated with our Casino Reinvestment Development Authority investments, long-term debt and Series B ESOP convertible preferred stock. We do not utilize these financial instruments for trading purposes. We manage our interest rate risk on long-term debt by managing the mix of our fixed-rate and variable-rate debt. There has been no change in how we manage our interest rate risk when compared to the prior fiscal year. At December 31, 1998, the carrying value, including the current portion, of our long-term debt at a fixed rate was $387.0 million and at a variable rate it was $103.1 million. The changes in our mix of fixed-rate and variable-rate long-term debt during 1999 are discussed under the "Refinancing" heading. The following table provides information at December 30, 1999, about our financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows (in millions) and related weighted average interest rates by expected maturity dates. F-49
There- Fair 2000 2001 2002 2003 2004 after Total Value Assets Other investments Fixed rate -- -- -- -- -- $ 20.4 $ 20.4 $ 20.4 Average interest rate -- -- -- -- -- 5.1% Liabilities Long-term debt, including current portion Fixed rate $2.8 $1.9 $ 0.9 $ 0.2 $ 0.1 $235.1 $241.0 $232.7 Average interest rate 9.4% 9.8% 10.1% 10.6% 12.0% 8.9% Variable rate $0.5 $0.6 $30.6 $180.5 $12.1 $ 35.7 $260.0 $260.0 Average interest rate* Series B ESOP convertible preferred stock Fixed rate -- -- -- -- -- $ 7.0 $ 7.0 $ 9.7 Average dividend rate -- -- -- -- -- 8.0% * Interest is based upon, at our option, a one-, two-, three-, or six-month Eurodollar rate plus a margin of 2.5% for our term loan and a one-, two-, three-, or six-month Eurodollar rate plus a margin ranging from 1.00% to 2.25%, or the prime rate plus a margin ranging from zero to 1.00% for our revolving credit facility. The applicable margin is dependent upon Aztar's outstanding indebtedness and operating cash flow.
Other Matters In June 1998, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 133 entitled "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if it is used in hedging activities, it depends on its effectiveness as a hedge. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. SFAS 133 should not be applied retroactively to financial statements of prior periods. Aztar will adopt SFAS 133 when required. Because of our minimal use of derivatives, we do not anticipate that the adoption of SFAS 133 will have a significant effect on Aztar's earnings or financial position. F-50 Private Securities Litigation Reform Act Certain information included in Aztar's 1999 Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us including those made in Aztar's 1999 annual report) contains statements that are forward-looking. These include forward-looking statements relating to the following activities, among others: operation and expansion of existing properties, including future performance; redevelopment of the Las Vegas Tropicana and financing and/or concluding an arrangement with a partner for such redevelopment; other business development activities; uses of free cash flow; stock repurchases; debt repayments; and use of derivatives. Such forward-looking information involves important risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, the following factors as well as other factors described from time to time in Aztar's reports filed with the SEC: construction and development factors, including zoning issues, environmental restrictions, soil conditions, weather and other hazards, site access matters and building permit issues; factors affecting leverage and debt service, including sensitivity to fluctuation in interest rates; access to available and feasible financing; regulatory and licensing approvals; third-party consents, approvals and representations, and relations with partners, owners, suppliers and other third parties; reliance on key personnel; business and economic conditions; market prices of our common stock; litigation, judicial actions and political uncertainties, including gaming legislation and taxation; and the effects of competition, including locations of competitors and operating and marketing competition. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. F-51 SUMMARY OF SELECTED FINANCIAL DATA Aztar Corporation and Subsidiaries For the Five Years Ended December 30, 1999
1999 1998 1997 1996 1995 ---------- ---------- ---------- ---------- --------- Operations Data (in thousands) Revenues $ 800,314 $ 806,136 $ 782,357 $ 777,472 $ 572,869 Operating income 89,594 81,646 67,392 58,943 42,701 Net interest income and (expense) (51,282) (57,434) (60,517) (56,210) (47,801) Equity in unconsolidated partnership's loss (3,961) (4,336) (4,618) (4,793) (5,081) Income taxes (12,222) (8,368) 2,185 22,699 5,187 Income (loss) before extraordinary items 22,129 11,508 4,442 20,639 (4,994) Extraordinary items (15,740) (1,346) -- -- -- Net income (loss) 6,389 10,162 4,442 20,639 (4,994) Common Stock Data (per share) Income (loss) before extraordinary items: Income (loss) per common share $ .48 $ .24 $ .08 $ .48 $ (.15) Income (loss) per common share assuming dilution .46 .23 .08 .46 (.15) Cash dividends declared -- -- -- -- -- Equity 9.96 10.02 9.82 9.76 9.40 Balance Sheet Data (in thousands at year end) Total assets $1,049,007 $1,077,702 $1,091,496 $1,119,582 $1,013,238 Long-term debt 497,628 487,543 491,932 527,006 496,439 Series B ESOP convertible preferred stock 7,003 7,147 6,593 6,022 5,459 Shareholders' equity 427,910 454,101 444,038 439,274 359,659
F-52 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To the Shareholders and Board of Directors Aztar Corporation Our audits of the consolidated financial statements referred to in our report dated February 1, 2000 appearing in this 1999 Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICEWATERHOUSECOOPERS LLP Phoenix, Arizona February 1, 2000 S-1 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AZTAR CORPORATION AND SUBSIDIARIES For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998 (in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - ------------------ ------------ ------------ ------------ ------------ Balance at Balance at Beginning End of Description of Year Additions Deductions Year - ------------------- ------------ ------------ ---------- ------------ Allowance for doubtful accounts receivable: 1999 $ 25,296 $ 7,405(a) $ 7,957(b) $ 24,744 1998 17,919 14,913(a) 7,536(b) 25,296 1997 11,261 12,944(a) 6,286(b) 17,919 Deferred income tax asset valuation allowance: 1999 $ 3,343 $ 301(a) $ 1,259(c) $ 2,385 1998 4,881 303(a) 1,841(c) 3,343 1997 4,328 1,206(a) 653(b) 4,881 Valuation allowance for interest differential on CRDA deposits 1999 $ 6,452 $ 405(a) $ 832(d) $ 6,025 1998 6,706 52(a) 6(d) 6,452 300(e) 1997 6,425 569(a) 288(d) 6,706 (a) Charged to costs and expenses. (b) Related assets charged against the account. (c) Reflects reductions of $1,173,000 and $1,715,000 in 1999 and 1998, respectively, with a corresponding decrease in income tax expense. The remainder of the reductions in 1999 and 1998 represented charges of deferred tax assets against the valuation allowance account. (d) Reflects transfer to unamortized discount for the issuance of CRDA bonds. (e) Reflects reduction with a corresponding decrease in assets in connection with the purchase of assets with funds deposited with the CRDA.
S-2 EXHIBIT INDEX - ------------- 3.1 Restated Certificate of Incorporation, filed as Exhibit 3.1 to Aztar Corporation's Registration Statement No. 33-32009 and incorporated herein by reference. 3.2 Second Amended and Restated By-Laws of Aztar Corporation, as adopted February 25, 1998, filed as Exhibit 3 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. 4.1 Rights Agreement, dated as of December 14, 1999, between Aztar Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, filed as Exhibit 1 to Aztar Corporation's Registration Statement on Form 8-A, filed on December 15, 1999, and incorporated herein by reference. 4.2 Indenture, dated as of May 3, 1999, between Aztar Corporation and U.S. Bank National Association, as Trustee, relating to the 8 7/8% Senior Subordinated Notes due 2007 of Aztar Corporation, filed as Exhibit 4.5 to Aztar Corporation's Registration Statement No. 333-79371 and incorporated herein by reference. 10.1 Amended and Restated Lease (Tropicana Hotel/Casino) between Tropicana Enterprises and Hotel Ramada of Nevada, dated November 1, 1984, filed as Exhibit 10.20 to Ramada Inc.'s 1984 Form 10-K (Commission File Reference Number 1-5440) and incorporated herein by reference. 10.2 Amended and Restated Partnership Agreement by and between the Jaffe Group and Adamar of Nevada, entered into as of November 1, 1984, filed as Exhibit 10.22 to Ramada Inc.'s 1984 Form 10-K (Commission File Reference Number 1-5440) and incorporated herein by reference. *10.3(a) Severance Agreement, dated July 17, 1995, by and between Aztar Corporation and Paul E. Rubeli, filed as Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter ended September 28, 1995 and incorporated herein by reference. *10.3(b) Amendment to Severance Agreement, dated March 23, 1998, by and between Aztar Corporation and Paul E. Rubeli, filed as Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. *10.3(c) Severance Agreement, dated July 17, 1995, by and between Aztar Corporation and Robert M. Haddock, filed as Exhibit 10.2 to Aztar Corporation's Form 10-Q for the quarter ended September 28, 1995 and incorporated herein by reference. *10.3(d) Amendment to Severance Agreement, dated March 24, 1998, by and between Aztar Corporation and Robert M. Haddock, filed as Exhibit 10.2 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. *Indicates a management contract or compensatory plan or arrangement. E-1 EXHIBIT INDEX - ------------- *10.3(e) Severance Agreement, dated July 18, 1995, by and between Aztar Corporation and Nelson W. Armstrong, Jr., filed as Exhibit 10.3 to Aztar Corporation's Form 10-Q for the quarter ended September 28, 1995 and incorporated herein by reference. *10.3(f) Amendment to Severance Agreement, dated March 24, 1998, by and between Aztar Corporation and Nelson W. Armstrong, Jr., filed as Exhibit 10.3 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. *10.3(g) Severance Agreement, dated July 24, 1995, by and between Aztar Corporation and Meridith P. Sipek, filed as Exhibit 10.4 to Aztar Corporation's Form 10-Q for the quarter ended September 28, 1995 and incorporated herein by reference. *10.3(h) Amendment to Severance Agreement, dated March 24, 1998, by and between Aztar Corporation and Meridith P. Sipek, filed as Exhibit 10.4 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. *10.3(i) Severance Agreement, dated July 25, 1995, by and between Aztar Corporation and Joe Cole, filed as Exhibit 10.5 to Aztar Corporation's Form 10-Q for the quarter ended September 28, 1995 and incorporated herein by reference. *10.3(j) Amendment to Severance Agreement, dated March 24, 1998, by and between Aztar Corporation and Joe Cole, filed as Exhibit 10.5 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. *10.3(k) Severance Agreement, dated July 17, 1995, by and between Aztar Corporation and Neil A. Ciarfalia, filed as Exhibit 10.6 to Aztar Corporation's Form 10-Q for the quarter ended September 28, 1995 and incorporated herein by reference. *10.3(l) Amendment to Severance Agreement, dated March 24, 1998, by and between Aztar Corporation and Neil A. Ciarfalia, filed as Exhibit 10.6 to Aztar Corporation's Form 10-Q for the quarter ended April 2, 1998 and incorporated herein by reference. 10.4(a) Amended and Restated Reducing Revolving Loan Agreement, dated as of May 28, 1998, among Aztar Corporation and the lenders therein named; Bankers Trust Company and Societe Generale, as documentation agents; Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as co- agents; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter ended July 2, 1998 and incorporated herein by reference. *Indicates a management contract or compensatory plan or arrangement. E-2 EXHIBIT INDEX - ------------- 10.4(b) Amendment No. 1, dated October 8, 1998, to Amended and Restated Reducing Revolving Loan Agreement, dated as of May 28, 1998, among Aztar Corporation and the lenders therein named; Bankers Trust Company and Societe Generale, as documentation agents; Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as co- agents; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter ended October 1, 1998 and incorporated herein by reference. 10.4(c) Amendment No. 2, dated March 5, 1999, to Amended and Restated Reducing Revolving Loan Agreement, dated as of May 28, 1998, among Aztar Corporation and the lenders therein named; Bankers Trust Company and Societe Generale, as documentation agents; Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as co-agents; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter ended April 1, 1999 and incorporated herein by reference. 10.4(d) Amendment No. 3, dated October 26, 1999, to Amended and Restated Reducing Revolving Loan Agreement, dated as of May 28, 1998, among Aztar Corporation and the lenders therein named; Bankers Trust Company and Societe Generale, as documentation agents; Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as co- agents; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference. 10.4(e) Term Loan Agreement, dated as of May 28, 1998, among Aztar Corporation and the lenders therein named; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.2 to Aztar Corporation's Form 10-Q for the quarter ended July 2, 1998 and incorporated herein by reference. 10.4(f) Restated Amendment No. 1, dated October 27, 1999, to Term Loan Agreement, dated as of May 28, 1998, among Aztar Corporation and the lenders therein named; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.2 to Aztar Corporation's Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference. *10.5 Aztar Corporation 1989 Stock Option and Incentive Plan, filed as Exhibit 4 to Aztar Corporation's Registration Statement No. 33-32399 and incorporated herein by reference. *Indicates a management contract or compensatory plan or arrangement. E-3 EXHIBIT INDEX - ------------- *10.6(a) Employee Stock Ownership Plan of Aztar Corporation, as amended and restated effective December 19, 1989, dated December 12, 1990, filed as Exhibit 10.60(a) to Aztar Corporation's 1990 Form 10-K and incorporated herein by reference. 10.6(b) Preferred Stock Purchase Agreement, dated as of December 19, 1989, between Ramada Inc. and State Street Bank and Trust Company, as Trustee, filed as Exhibit 10.50(c) to Aztar Corporation's Registration Statement No. 33-51008 and incorporated herein by reference. 10.6(c) Letter Agreement, dated as of December 19, 1989, between Aztar Corporation and State Street Bank and Trust Company, as Trustee, relating to the Employee Stock Ownership Plan of Aztar Corporation, filed as Exhibit 10.50(d) to Aztar Corporation's Registration Statement No. 33-51008 and incorporated herein by reference. 10.7(a) Agreement and Plan of Merger, dated as of April 17, 1989, among New World Hotels (U.S.A.), Inc., RI Acquiring Corp. and Ramada Inc., as amended and Restated as of October 23, 1989, filed as Exhibit 2.1 to Aztar Corporation's Registration Statement No. 33-32009 and incorporated herein by reference. 10.7(b) Letter, dated as of October 23, 1989, from Ramada Inc. to New World Hotels (U.S.A.), Inc. regarding certain franchising matters and hotel projects, filed as Exhibit 2.1(b) to Aztar Corporation's Registration Statement No. 33-32009 and incorporated herein by reference. 10.8 Reorganization Agreement, dated as of April 17, 1989, between Ramada Inc. and Aztar Corporation, as amended and restated as of October 23, 1989, filed as Exhibit 2.2 to Aztar Corporation's Registration Statement No. 33-32009 and incorporated herein by reference. 10.9 Tax Sharing Agreement, dated as of April 17, 1989, among New World Hotels (U.S.A), Inc., Ramada Inc. and Aztar Corporation, as amended and restated as of October 23, 1989, filed as Exhibit 2.3 to Aztar Corporation's Registration Statement No. 33-32009 and incorporated herein by reference. *Indicates a management contract or compensatory plan or arrangement. E-4 EXHIBIT INDEX - ------------- 10.10 Guaranty and Acknowledgement Agreement, dated as of April 17, 1989, among New World Development Company Limited, New World Hotels (Holdings) Limited, New World Hotels (U.S.A.), Inc. and RI Acquiring Corp., filed as Exhibit 2.4 to Aztar Corporation's Registration Statement No. 33-29562 and incorporated herein by reference. 10.11 Master Consent Agreement, dated July 18, 1989, by and among Ramada Inc., Adamar of Nevada, Hotel Ramada of Nevada, Adamar of New Jersey, Inc., Aztar Corporation, Tropicana Enterprises, Trop C.C. and the Jaffe Group, with attached exhibits, filed as Exhibit 10.50 to Aztar Corporation's Registration Statement No. 33-29562 and incorporated herein by reference. *10.12 Aztar Corporation 1990 Nonemployee Directors Stock Option Plan, as amended and restated effective March 15, 1991, filed as Exhibit A to Aztar Corporation's 1991 definitive Proxy Statement and incorporated herein by reference. *10.13 Aztar Corporation Nonqualified Retirement Plan for Senior Executives, dated September 5, 1990, filed as Exhibit 10.2 to Aztar Corporation's Form 10-Q for the quarter ended September 27, 1990 and incorporated herein by reference. 10.14 Second Amended and Restated Loan Agreement, dated October 4, 1994, among Tropicana Enterprises, Hotel Ramada of Nevada and the banks therein named; Societe Generale and Midlantic Bank, N.A., as lead managers; Bank One, Arizona, N A and Credit Lyonnais, as co-agents; Bankers Trust Company, as co-managing agent; and, Bank of America National Trust and Savings Association, as managing agent, filed as Exhibit 10.14 to Aztar Corporation's 1994 Form 10-K and incorporated herein by reference. 10.14(a) Amendment No. 1, dated as of May 28, 1998, to Second Amended and Restated Loan Agreement dated as of October 4, 1994, among Tropicana Enterprises, Hotel Ramada of Nevada and the banks therein named; Bankers Trust Company and Societe Generale, as documentation agents; Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as co-agents; and Bank of America National Trust and Savings Association, as administrative agent, filed as Exhibit 10.3 to Aztar Corporation's Form 10-Q for the quarter ended July 2, 1998 and incorporated herein by reference. *10.15 Summary of deferred compensation program for designated executives of Ramada, dated November 10, 1983, filed as Exhibit 10(r) to Ramada Inc.'s 1983 Form 10-K (Commission File Reference Number 1-5440) and incorporated herein by reference. *Indicates a management contract or compensatory plan or arrangement. E-5 EXHIBIT INDEX - ------------- *10.16 Deferred Compensation Agreements entered into by and between Ramada and designated executives (including each Executive Officer), dated December 1, 1983, 1984 or 1985, filed as Exhibits 10.60(a) through (w) to Aztar Corporation's Registration Statement No. 33-51008 and incorporated herein by reference. *10.17 Deferred Compensation Plan for Directors, dated December 1, 1983, filed as Exhibit 10(t) to Ramada Inc.'s 1983 Form 10-K (Commission File Reference Number 1-5440) and incorporated herein by reference. *10.18 Deferred Compensation Agreements entered into by and between Ramada and certain outside Directors as of December 1, 1983, filed as Exhibits 10.62(a),(b),(c) and (d) to Aztar Corporation's Registration Statement No. 33-51008 and incorporated herein by reference. 10.19 Option Agreement, dated February 2, 1998, among Adamar of Nevada, parties constituting the Jaffe Group, Aztar Corporation and Hotel Ramada of Nevada, filed as Exhibit 99.2 to Aztar Corporation's Form 8-K/A, dated February 3, 1998, and incorporated herein by reference. 10.19(a) First Amendment to Option Agreement, dated January 28, 1999, to Option Agreement, dated February 2, 1998, by and among Adamar of Nevada, parties constituting the Jaffe Group, Aztar Corporation and Hotel Ramada of Nevada, filed as Exhibit 10.19(a) to Aztar Corporation's 1998 Form 10-K and incorporated herein by reference. *10.20 Aztar Corporation 1999 Employee Stock Option and Incentive Plan, filed as Exhibit A to Aztar Corporation's 1999 definitive Proxy Statement and incorporated herein by reference. **21. Subsidiaries of Aztar Corporation. **23. Consent of PricewaterhouseCoopers LLP **27. Financial Data Schedule. *Indicates a management contract or compensatory plan or arrangement. **Filed herewith E-6 EX-21 2 EXHIBIT 21 SUBSIDIARIES OF AZTAR CORPORATION The Company has no parent corporation. In addition to the subsidiaries listed below, the Company has eleven other wholly-owned subsidiaries. The unnamed subsidiaries, considered in the aggregate, would not constitute a significant subsidiary. Jurisdiction of Incorporation Name or Organization ---- --------------- Adamar Garage Corporation Delaware Adamar of Nevada Nevada Adamar of New Jersey, Inc. New Jersey dba Tropicana Casino and Resort Atlantic-Deauville, Inc. New Jersey Aztar Development Corporation Delaware Aztar Indiana Gaming Corporation Indiana dba Casino Aztar Evansville Aztar Missouri Gaming Corporation Missouri dba Casino Aztar Caruthersville Hotel Ramada of Nevada Nevada dba Tropicana Resort and Casino Ramada Express, Inc. Nevada dba Ramada Express Hotel and Casino Ramada New Jersey, Inc. New Jersey Ramada New Jersey Holdings Corporation Delaware EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS --------------------- We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 33-32399, No. 33-44794 and No. 333-79297) of Aztar Corporation of our reports dated February 1, 2000 relating to the consolidated financial statements and financial statement schedule of Aztar Corporation and of the financial statements of Tropicana Enterprises, which appear in this Form 10-K. PRICEWATERHOUSECOOPERS LLP Phoenix, Arizona March 20, 2000 EX-27 4
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheet at December 30, 1999 and the Consolidated Statement of Operations for the year ended December 30, 1999 and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS DEC-30-1999 DEC-30-1999 54,180 0 50,848 24,744 7,836 117,627 1,232,726 366,569 1,049,007 89,326 497,628 7,003 0 506 427,404 1,049,007 53,283 800,314 54,760 407,313 40,253 7,753 52,763 38,312 12,222 22,129 0 (15,740) 0 6,389 .13 .12
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