-----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, FBBeD4vETA9wJ5j3iKhRSjnZzLzEeaGuKBLKX7uy7pFvSJS/XhHtnbgOS8cJNiVT q32lz1eEUSzaL2XAdv6mFQ== 0000852807-96-000013.txt : 19960502 0000852807-96-000013.hdr.sgml : 19960502 ACCESSION NUMBER: 0000852807-96-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960328 FILED AS OF DATE: 19960501 SROS: NYSE 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12092 FILM NUMBER: 96554506 BUSINESS ADDRESS: STREET 1: 2390 E CAMELBACK RD STE 400 CITY: PHOENIX STATE: AZ ZIP: 85016-3452 BUSINESS PHONE: 6023814100 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 1996 -------------- 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 ---------------- 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 ----- ----- At April 17, 1996, the registrant had outstanding 38,355,907 shares of its common stock, $.01 par value. AZTAR CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION Item 1. Financial Statements Page ---- Consolidated Balance Sheets at March 28, 1996 and December 28, 1995 3 Consolidated Statements of Operations for the quarters ended March 28, 1996 and March 30, 1995 5 Consolidated Statements of Cash Flows for the quarters ended March 28, 1996 and March 30, 1995 6 Consolidated Statements of Shareholders' Equity for the quarters ended March 28, 1996 and March 30, 1995 8 Notes to Consolidated Financial Statements 9 2 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) --------------------------------------- (in thousands, except share data) March 28, December 28, 1996 1995 ----------- ------------ Assets Current assets: Cash and cash equivalents $ 32,343 $ 26,527 Restricted cash equivalent 1,313 -- Accounts receivable, net 25,121 21,325 Refundable income taxes 1,137 1,261 Inventories 6,897 6,591 Prepaid expenses 8,887 9,417 Deferred income taxes 8,013 8,013 ---------- ---------- Total current assets 83,711 73,134 Investments in and advances to unconsolidated partnership 11,189 11,467 Other investments 27,526 27,964 Property and equipment: Buildings, riverboats and equipment, net 707,633 711,454 Land 95,589 95,589 Construction in progress 66,274 46,102 Leased under capital leases, net 463 535 ---------- ---------- 869,959 853,680 Deferred charges and other assets 45,085 46,993 ---------- ---------- $1,037,470 $1,013,238 ========== ========== The accompanying notes are an integral part of these financial statements. 3 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) (continued) --------------------------------------- (in thousands, except share data) March 28, December 28, 1996 1995 ------------ ------------ Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accruals $ 52,106 $ 60,226 Accrued payroll and employee benefits 20,495 18,012 Accrued interest payable 24,662 14,995 Income taxes payable 1,196 2,197 Current portion of long-term debt 408 466 Current portion of other long-term liabilities 4,104 6,172 ---------- ---------- Total current liabilities 102,971 102,068 Long-term debt 519,833 496,439 Other long-term liabilities 29,019 30,699 Deferred income taxes 19,195 18,914 Contingencies and commitments Series B ESOP convertible preferred stock (redemption value $6,268 and $6,114) 5,646 5,459 Shareholders' equity: Common stock, $.01 par value (38,352,798 and 38,265,813 shares outstanding) 423 422 Paid-in capital 352,680 352,221 Retained earnings 25,531 24,922 Less: Treasury stock (17,040) (17,027) Unearned compensation (788) (879) ---------- ---------- Total shareholders' equity 360,806 359,659 ---------- ---------- $1,037,470 $1,013,238 ========== ========== The accompanying notes are an integral part of these financial statements. 4 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the periods ended March 28, 1996 and March 30, 1995 --------------------------------------------------------------- (in thousands, except per share data) First Quarter ------------------- 1996 1995 --------- --------- Revenues Casino $150,300 $111,912 Rooms 11,125 9,701 Food and beverage 13,632 11,127 Other 5,149 2,828 -------- -------- 180,206 135,568 Costs and expenses Casino 72,996 54,714 Rooms 6,428 5,783 Food and beverage 12,733 10,385 Other 4,676 1,807 Marketing 19,723 10,926 General and administrative 17,206 10,976 Utilities 3,039 2,935 Repairs and maintenance 5,716 4,919 Provision for doubtful accounts 1,371 795 Property taxes and insurance 5,525 4,717 Rent 3,270 2,796 Depreciation and amortization 11,910 9,052 -------- -------- 164,593 119,805 -------- -------- Operating income 15,613 15,763 Interest income 589 828 Interest expense (13,642) (12,219) -------- -------- Income before other items and income taxes 2,560 4,372 Equity in unconsolidated partnership's loss (1,189) (1,326) -------- -------- Income before income taxes 1,371 3,046 Income taxes (602) (1,086) -------- -------- Net income $ 769 $ 1,960 ======== ======== Net income per common and common equivalent share $ .02 $ .05 Net income per common share assuming full dilution $ .02 $ .05 Weighted average common shares applicable to: Net income per common and common equivalent share 39,235 38,605 Net income per common share assuming full dilution 40,255 39,782 The accompanying notes are an integral part of these financial statements. 5 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the periods ended March 28, 1996 and March 30, 1995 --------------------------------------------------------------- (in thousands) First Quarter --------------------- 1996 1995 Cash Flows from Operating Activities --------- --------- Net income $ 769 $ 1,960 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,556 9,676 Provision for losses on accounts receivable 1,371 795 Loss on reinvestment obligation 94 -- Rent expense (227) (175) Distribution in excess of equity in income of partnership 278 298 Deferred income taxes 281 331 Change in assets and liabilities: (Increase) decrease in accounts receivable (5,167) (2,071) (Increase) decrease in refundable income taxes 124 (699) (Increase) decrease in inventories and prepaid expenses 182 1,872 Increase (decrease) in accounts payable, accrued expenses and income taxes payable 3,079 9,632 Other items, net 509 (630) --------- --------- Net cash provided by (used in) operating activities 13,849 20,989 --------- --------- Cash Flows from Investing Activities Payments received on notes receivable 556 488 Reduction in other investments -- 3,093 Purchases of property and equipment (26,215) (16,654) Additions to other long-term assets (1,819) (2,998) --------- --------- Net cash provided by (used in) investing activities (27,478) (16,071) --------- --------- Cash Flows from Financing Activities Proceeds from issuance of long-term debt 58,600 -- Proceeds from issuance of common stock 295 1,028 Principal payments on long-term debt (35,335) (10,162) Principal payments on other long-term liabilities (3,675) -- Debt issuance costs -- (80) Preferred stock dividend (368) (380) Redemption of preferred stock (72) (47) --------- --------- Net cash provided by (used in) financing activities 19,445 (9,641) --------- --------- Net increase (decrease) in cash and cash equivalents 5,816 (4,723) Cash and cash equivalents at beginning of period 26,527 43,861 --------- --------- Cash and cash equivalents at end of period $ 32,343 $ 39,138 ========= ========= The accompanying notes are an integral part of these financial statements. 6 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued) For the periods ended March 28, 1996 and March 30, 1995 --------------------------------------------------------------- (in thousands) First Quarter ------------------- 1996 1995 -------- -------- Supplemental Cash Flow Disclosures Summary of non-cash investing and financing activities: Capital lease obligations incurred for property and equipment $ -- $ 38 Tax benefit from stock options and preferred stock dividend 167 393 Issuance of restricted stock 26 2,149 Forfeiture of restricted stock 13 -- Cash flow during the period for the following: Interest paid, net of amount capitalized $ 3,433 $ (52) Income taxes paid 1,031 1,000 The accompanying notes are an integral part of these financial statements. 7 AZTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) For the periods ended March 28, 1996 and March 30, 1995 ------------------------------------------------------- (in thousands, except number of shares) First Quarter --------------------- 1996 1995 ---------- --------- Common stock: Beginning balance $ 422 $ 414 Stock options exercised for 82,607 and 273,798 shares 1 3 Issuance of 286,000 shares of restricted stock in 1995 -- 3 -------- -------- Ending balance 423 420 -------- -------- Paid-in capital: Beginning balance 352,221 347,284 Stock options exercised 294 1,025 Tax benefit from stock options exercised 139 358 Restricted stock 26 2,146 -------- -------- Ending balance 352,680 350,813 -------- -------- Retained earnings: Beginning balance 24,922 30,555 Preferred stock dividend, net of income tax benefit of $28 and $35 (160) (158) Net income 769 1,960 -------- -------- Ending balance 25,531 32,357 -------- -------- Treasury stock: Beginning balance (17,027) (16,885) Forfeiture of 2,000 shares of restricted stock in 1996 (13) -- -------- -------- Ending balance (17,040) (16,885) -------- -------- Unearned compensation: Beginning balance (879) -- Restricted stock (26) (2,149) Amortization 104 94 Forfeiture of restricted stock 13 -- -------- -------- Ending balance (788) (2,055) -------- -------- $360,806 $364,650 ======== ======== The accompanying notes are an integral part of these financial statements. 8 AZTAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1: General - ---------------- The consolidated financial statements reflect all adjustments, such adjust- ments being normal recurring accruals, which are necessary, in the opinion of management, for the fair presentation of the results of the interim periods; interim results, however, may not be indicative of the results for the full year. The notes to the interim consolidated financial statements are presented to enhance the understanding of the financial statements and do not necessarily represent complete disclosures required by generally accepted accounting principles. The interest that was capitalized during the quarters ended 1996 and 1995 was $1,543,000 and $1,189,000, respectively. Capitalized preopening costs, included in deferred charges and other assets, were $452,000 at March 28, 1996. There were no capitalized preopening costs at December 28, 1995. Capitalized costs related to various development projects, included in deferred charges and other assets, were $1,501,000 and $1,458,000 at March 28, 1996 and December 28, 1995, respectively. For additional information regarding significant accounting policies, long-term debt, lease obligations, and other matters applicable to the Company, reference should be made to the Company's Annual Report to Shareholders for the year ended December 28, 1995. Note 2: Investments in and Advances to Unconsolidated Partnership - ----------------------------------------------------------------- Following are summarized operating results for the Company's unconsolidated partnership, accounted for using the equity method for the periods ended March 28, 1996 and March 30, 1995 (in thousands): First Quarter --------------------- 1996 1995 -------- -------- Revenues $ 4,155 $ 4,389 Operating expenses (684) (684) -------- -------- Operating income 3,471 3,705 Interest expense (1,420) (1,694) -------- -------- Net income $ 2,051 $ 2,011 ======== ======== 9 AZTAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) Note 3: Other Long-term Liabilities - ------------------------------------- At March 28, 1996 and December 28, 1995, other long-term liabilities consisted of (in thousands): 1996 1995 -------- -------- Accrued rent expense $ 12,816 $ 13,043 Obligation to City of Evansville and other civic and community organizations 9,738 13,400 Deferred compensation and retirement plans 9,893 9,739 Las Vegas Boulevard beautification assessment 522 535 Deferred income 154 154 -------- -------- 33,123 36,871 Less current portion (4,104) (6,172) -------- -------- $ 29,019 $ 30,699 ======== ======== Note 4: Income Taxes - ---------------------- The Company is responsible, with certain exceptions, for the taxes of Ramada through December 20, 1989. The Internal Revenue Service has completed its examination of the income tax returns for the years 1986 and 1987. Ramada has signed a partial agreement for those two years and has filed a petition with the U.S. Tax Court for two remaining issues. Management expects those two issues to be resolved on satisfactory terms prior to trial. The Internal Revenue Service is examining the income tax returns for the years 1988 through 1993. The New Jersey Division of Taxation is examining the income tax returns for the years 1986 through 1989. Management believes that adequate provision for income taxes and interest has been made in the financial statements. In connection with the Internal Revenue Service examinations of the years 1986 through 1989, management has been conservative in providing for amounts that could be due upon settlement. It is reasonably possible that these examinations could be favorably settled in the near term. Gross deferred tax assets are reduced by a valuation allowance. The December 29, 1994 valuation allowance was reduced during the 1995 first quarter which caused a decrease in income tax expense of $263,000. Note 5: Net Income Per Share - ----------------------------- Net income per common and common equivalent share is computed based on the weighted average number of common shares outstanding after consideration of the dilutive effect of restricted stock and stock options. Net income per common share, assuming full dilution, is computed based on the weighted average number of common shares outstanding after consideration of the dilutive effect of restricted stock, stock options and the assumed conversion of the preferred stock at the stated rate. Net income for both computations is adjusted for dividends on the preferred stock. 10 AZTAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) Note 6: 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 of Ramada (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 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 conducted through its Marie Callender Pie Shops, Inc. subsidiary. In connection with these matters, the Company has an accrued liability of $3,938,000 and $3,941,000 at March 28, 1996 and December 28, 1995, 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 lease agreement contains a provision that requires the Company to maintain an additional security deposit with the lessor of approximately $21,251,000 in cash or a letter of credit if the Tropicana operation fails to meet certain financial tests. This requirement was waived at March 28, 1996. The Company has a 50% partnership interest in the lessor. The Company has severance agreements with certain of its senior executives. Severance benefits for three of the executives consist of, among other things, a lump-sum cash payment equal to twice the sum of the executive's annual base salary plus twice the average of the executive's annual bonuses awarded in the three years preceding termination of employment, payment of the value in their outstanding stock options and vesting and distribution of any restricted stock. Certain other executives would receive a lump-sum cash payment equal to their annual base salary plus a three-year average of their annual bonus, plus the other described benefits. Some of the executives would receive a lump-sum cash payment equal to their 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 is approximately $16,700,000 as of March 28, 1996. The Company had commitments for the purchase of property and equipment of approximately $60,000,000 at March 28, 1996. 11 AZTAR CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis Financial Condition The Company's expansion of TropWorld in Atlantic City, New Jersey, consisting primarily of a 604-room hotel tower, will open in early May 1996. Completion of enhancements to the casino and public areas are scheduled to be completed by June 1996. The Company's expenditures for property and equipment on the expansion project for the year to date through March 28, 1996 were approximately $9.8 million. At Casino Aztar Evansville in Indiana, construction of the 250-room hotel, Riverfront Pavilion, permanent parking facilities and other amenities is on schedule for completion by December 1996. The Company's expenditures for property and equipment on this project for the year to date through March 28, 1996 were approximately $9.5 million. During the first quarter of 1996, the Company borrowed $58.6 million and repaid $35.2 million under the reducing revolving credit facility, leaving an outstanding balance of $140 million at March 28, 1996. The Company's debt to operating cash flow ratio as calculated under the loan agreement was less than the maximum allowable ratio of 4.50 to 1 at March 28, 1996. At March 28, 1996, the Company had commitments of approximately $60 million for the purchase of property and equipment. The Tropicana lease agreement contains a provision that requires the Company to maintain an additional security deposit with the lessor of approximately $21.3 million in cash or a letter of credit if the Tropicana operation fails to meet certain financial tests. This requirement was waived at March 28, 1996. Results of Operations Quarter Ended March 28, 1996 Compared to Quarter Ended March 30, 1995 The Company's consolidated revenues for the 1996 first quarter ware $180.2 million, a 33% increase over $135.6 million for the 1995 first quarter reflecting added revenues attributable to the Company's riverboat casinos in Evansville and Caruthersville and higher total revenues at all three of the Company's land-based facilities. Casino Aztar Evansville began operations on December 7, 1995 and Casino Aztar Caruthersville began operations on April 28, 1995. Consolidated operating income for the first quarter of 1996 was $15.6 million, down slightly from $15.8 million for the first quarter of 1995. A strong operating performance by Casino Aztar Evansville combined with improved operating results at the Tropicana were not sufficient to offset lower operating results at TropWorld. TropWorld's results for the 1996 first quarter were reduced as a result of severe winter weather, ongoing disruption from the construction of TropWorld's hotel expansion and related casino facilities, and promotional programs implemented to increase market share in anticipation of the opening of the new facilities. For a discussion of income taxes, refer to "Note 4: Income Taxes". 12 AZTAR CORPORATION AND SUBSIDIARIES TROPWORLD Total revenues at TropWorld were $83.8 million in the 1996 first quarter, up 5% from $80.0 million in last year's first quarter. Casino revenue was 4% higher in the 1996 versus 1995 first quarter, primarily reflecting a $1.9 million increase in games revenue as well as an increase in slot revenue due to an increase in coin redemptions mainly associated with the bus segment of the market. TropWorld had operating income of $6.4 million in the first quarter of 1996, down 53% from $13.9 million in the first quarter of 1995. TropWorld's results for the 1996 first quarter were reduced as a result of severe winter weather as well as the ongoing disruption from the construction of TropWorld's hotel expansion, scheduled to open in early May 1996, and construction of related casino facilities, scheduled to be completed in June 1996. Casino costs were 13% higher in the 1996 versus 1995 first quarter as a result of the increase in coin redemptions and increased direct costs associated with the increase in the games business. Marketing costs were $4.0 million, or 54%, higher in the 1996 versus 1995 first quarter primarily due to an increased number of promotions and special events as well as increased advertising and contract entertainment costs. The provision for doubtful accounts increased by $0.3 million in the 1996 first quarter compared to the 1995 first quarter as a result of increasing the allowance for potential uncollectible markers associated with the increase in the games business. Operating income is after rent and depreciation and amortization expenses. Rent expense was $0.4 million in the 1996 first quarter compared to $0.3 million in the 1995 first quarter. Depreciation and amortization was $4.9 million in the 1996 first quarter compared to $5.5 million in the 1995 first quarter. TROPICANA At the Tropicana, total revenues were $41.6 million in the 1996 first quarter compared to $34.2 million in the 1995 first quarter, a 22% increase reflecting increases in all revenue components. Casino revenue was 24% higher in the 1996 versus 1995 first quarter, primarily reflecting a substantial increase in baccarat revenue. In 1995, the Company adopted new marketing initiatives at the Tropicana to increase premium table game business while maintaining slot revenue. Rooms revenue increased by 18% in the 1996 versus 1995 first quarter due to an increase in average daily room rates as well as an increase in the number of occupied rooms. Food and beverage revenue was 18% higher in the 1996 first quarter due to higher volume associated with the introduction of a buffet in mid-1995 and capital improvements associated with two restaurants. The Tropicana had operating income of $1.7 million for the first quarter of 1996 compared to an operating loss of $0.1 million for last year's first quarter. Casino costs were 22% higher in the 1996 versus 1995 first quarter, primarily reflecting the higher costs associated with increasing the premium table game business. Consistent with the increases in rooms and food and beverage revenues were increases in rooms and food and beverage costs as a result of increased direct costs. The provision for doubtful accounts was $0.2 million, or 37%, higher in the 1996 versus 1995 first quarter as a result of increasing the allowance for potential uncollectible markers associated with the increase in the premium table game business. Operating income is after rent and depreciation and amortization expenses. Rent expense was $2.2 million in the 1996 first quarter compared to $2.4 million in the 1995 first quarter. Depreciation and amortization was $2.4 million in the 1996 first quarter compared to $1.7 million in the 1995 first quarter. 13 AZTAR CORPORATION AND SUBSIDIARIES RAMADA EXPRESS At Ramada Express, total revenues were $22.1 million in the 1996 first quarter, up slightly from $21.4 million in last year's first quarter. Operating income was $4.7 million in the first quarter of 1996, an increase from $4.5 million in last year's first quarter. Operating income is after rent and depreciation and amortization expenses. Rent expense was $0.1 million in the 1996 first quarter; rent expense was insignificant in the 1995 first quarter. Depreciation and amortization was $1.8 million in both periods. CASINO AZTAR EVANSVILLE Casino Aztar Evansville, which opened on December 7, 1995, added $25.9 million to total consolidated revenues in the first quarter of 1996 and contributed $6.8 million to consolidated operating income. Operating income is after rent expense of $0.5 million and depreciation and amortization of $2.0 million. CASINO AZTAR CARUTHERSVILLE Casino Aztar Caruthersville, which opened on April 28, 1995, added $6.8 million to total consolidated revenues in the 1996 first quarter and had an operating loss of $0.7 million after depreciation and amortization of $0.8 million. 14 AZTAR CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1. Legal Proceedings (a) In connection with Case Nos. CV-S-94-1126-LDG(RJJ) and CV-S-94-1137- LDG(RJJ), as reported under Part I, Item 3 of the Company's Form 10-K for the year ended December 28, 1995, by order entered April 17, 1996, the court granted the defendants' motions and dismissed the complaint without prejudice. The plaintiffs have until May 31, 1996 to file an amended complaint. (b) In connection with Case No. 95cv2236(JEI), as reported under Part I, Item 3 of the Company's Form 10-K for the year ended December 28, 1995, Counsel for Plaintiff has responded to the Company's motion to dismiss. Pursuant to Local Rule, the Company's motion was submitted to the Court on April 25, 1996. Oral argument is tentatively scheduled for May 17, 1996. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Page No. ---------- 11. Statement Regarding Computation of Per Share Earnings. * 27. Financial Data Schedule. * * See exhibit index at page E-1 of this report for a listing of exhibits filed with this report. All other exhibits have been omitted because the information is either not required or not applicable. (b) The Company did not file any report on Form 8-K during the quarter ended March 28, 1996. 15 AZTAR CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements 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 ------------------------------ (Registrant) Date May 1, 1996 By ROBERT M. HADDOCK -------------------------- --------------------------- Robert M. Haddock Executive Vice President and Chief Financial Officer 16 AZTAR CORPORATION AND SUBSIDIARIES Exhibit Index - ------------- 11. Statement Regarding Computation of Per Share Earnings. 27. Financial Data Schedule. E-1 EX-11 2 Exhibit 11 AZTAR CORPORATION AND SUBSIDIARIES STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS For the periods ended March 28, 1996 and March 30, 1995 --------------------------------------------------------------- (in thousands, except per share data) First Quarter ------------------- 1996 1995 --------- --------- Net income $ 769 $ 1,960 Deduct: preferred stock dividend (net of income taxes credited to retained earnings) (160) (158) --------- --------- Net income applicable to computation $ 609 $ 1,802 ======== ======== Weighted average common shares assuming no dilution 38,286 37,647 Common equivalent shares Additional shares applicable to restricted stock based on the market close price at the end of the period -- 21 Additional shares applicable to stock options based on the weighted average market price 949 937 -------- -------- Weighted average common shares applicable to net income per common and common equivalent share 39,235 38,605 Additional shares applicable to stock options based on the market close price at the end of the period 42 169 Conversion of preferred stock at the stated rate 978 1,008 -------- -------- Weighted average common shares assuming full dilution 40,255 39,782 ======== ======== Net income per common and common equivalent share $ .02 $ .05 Net income per common share assuming full dilution $ .02 $ .05 EX-27 3
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheet at March 28, 1996 and the Consolidated Statement of Operations for the year-to-date period ended March 28, 1996 and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS JAN-2-1997 MAR-28-1996 33,656 0 35,843 10,722 6,897 83,711 1,090,028 220,069 1,037,470 102,971 519,833 5,646 0 423 360,383 1,037,470 13,632 180,206 12,733 96,833 8,755 1,371 13,642 2,560 602 769 0 0 0 769 .02 .02
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