EX-99.5 4 a05-21831_1ex99d5.htm EXHIBIT 99.5

Exhibit 99.5

 

Financial Statements

of

Argosy Gaming Company

as of September 30, 2005 and December 31, 2004

and for

the three and nine months ended

September 30, 2004 and 2005

 



 

ARGOSY GAMING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Data)

 

 

 

September 30, 2005

 

December 31, 2004

 

 

 

(unaudited)

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

118,385

 

$

80,069

 

Accounts receivable, net

 

4,322

 

3,534

 

Income taxes receivable

 

 

8,705

 

Deferred income taxes

 

20,112

 

14,224

 

Other current assets

 

7,588

 

10,064

 

Total current assets

 

150,407

 

116,596

 

Net property and equipment

 

570,728

 

544,929

 

Other assets:

 

 

 

 

 

Deferred finance costs, net

 

17,228

 

19,576

 

Goodwill, net

 

742,630

 

727,470

 

Intangible assets, net

 

22,572

 

24,263

 

Other

 

10,373

 

5,622

 

Total other assets

 

792,803

 

776,931

 

Total assets

 

$

1,513,938

 

$

1,438,456

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

9,173

 

$

10,032

 

Accrued payroll and related expenses

 

25,161

 

25,447

 

Accrued gaming and admission taxes

 

27,411

 

12,424

 

Accrued income taxes

 

4,349

 

 

Other accrued liabilities

 

68,609

 

76,317

 

Accrued interest

 

6,930

 

17,627

 

Current maturities of long-term debt

 

2,691

 

2,512

 

Total current liabilities

 

144,324

 

144,359

 

Long-term debt

 

791,030

 

811,615

 

Deferred income taxes

 

133,017

 

107,794

 

Other long-term obligations

 

4,137

 

1,926

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par; 120,000,000 shares authorized; 29,591,087 and 29,553,772 shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively

 

296

 

296

 

Capital in excess of par

 

99,979

 

98,580

 

Retained earnings

 

341,155

 

273,886

 

Total stockholders’ equity

 

441,430

 

372,762

 

Total liabilities and stockholders’ equity

 

$

1,513,938

 

$

1,438,456

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

1



 

 

ARGOSY GAMING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Share and Per Share Data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

Revenues:

 

 

 

 

 

 

 

 

 

Casino

 

$

279,124

 

$

271,204

 

$

828,299

 

$

795,424

 

Admissions

 

3,642

 

5,829

 

14,284

 

16,540

 

Food, beverage and other

 

29,687

 

26,828

 

86,575

 

79,246

 

 

 

312,453

 

303,861

 

929,158

 

891,210

 

Less promotional allowances

 

(36,407

)

(37,373

)

(111,202

)

(106,069

)

Net revenues

 

276,046

 

266,488

 

817,956

 

785,141

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Gaming and admission taxes

 

96,029

 

95,442

 

287,862

 

277,033

 

Casino

 

30,777

 

30,660

 

93,183

 

94,413

 

Selling, general and administrative

 

44,395

 

42,153

 

132,999

 

124,254

 

Food, beverage and other

 

21,621

 

19,304

 

62,282

 

56,626

 

Other operating expenses

 

10,819

 

10,449

 

31,874

 

30,047

 

Depreciation and amortization

 

14,967

 

16,504

 

45,376

 

45,577

 

Gain on sale of asset held for sale

 

(1,096

)

(3,155

)

(1,096

)

(3,155

)

 

 

217,512

 

211,357

 

652,480

 

624,795

 

Income from operations

 

58,534

 

55,131

 

165,476

 

160,346

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

130

 

65

 

307

 

104

 

Interest expense

 

(14,511

)

(15,680

)

(43,462

)

(50,325

)

Expense on early retirement of debt

 

 

 

 

(26,040

)

 

 

(14,381

)

(15,615

)

(43,155

)

(76,261

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

44,153

 

39,516

 

122,321

 

84,085

 

Income tax expense

 

(19,867

)

(18,376

)

(55,052

)

(40,402

)

Net income

 

$

24,286

 

$

21,140

 

$

67,269

 

$

43,683

 

Basic income per share

 

$

0.82

 

$

0.72

 

$

2.27

 

$

1.48

 

Diluted income per share

 

$

0.81

 

$

0.71

 

$

2.25

 

$

1.47

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

29,590,773

 

29,475,631

 

29,576,434

 

29,421,578

 

Diluted

 

29,893,563

 

29,658,326

 

29,874,911

 

29,634,103

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

2



 

ARGOSY GAMING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Except Share and Per Share Data)

 

 

 

Nine Months Ended September 30,

 

 

 

2005

 

2004

 

 

 

(unaudited)

 

(unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

67,269

 

$

43,683

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

43,685

 

43,823

 

Amortization

 

4,011

 

5,249

 

Gain on the disposal of equipment

 

(1,139

)

(3,299

)

Compensation expense recognized on issuance of stock

 

 

27

 

Loss on early retirement of debt

 

 

26,040

 

Deferred income taxes

 

19,596

 

20,471

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable and other assets

 

(223

)

(3,626

)

Accounts payable, income taxes and other liabilities

 

19,071

 

17,807

 

Accrued interest

 

(10,697

)

(2,702

)

Net cash provided by operating activities

 

141,573

 

147,473

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(63,206

)

(59,955

)

Purchases of Raceway Park, net of cash acquired of $511

 

(20,575

)

 

Other

 

199

 

4,437

 

Net cash used in investing activities

 

(83,582

)

(55,518

)

Cash flows from financing activities:

 

 

 

 

 

(Repayments) borrowings on credit facility, net

 

(20,412

)

(57,575

)

Proceeds from issuance of senior subordinated notes

 

 

350,000

 

Payments on senior subordinated notes, including early redemption premium

 

 

(377,961

)

Increase in deferred finance costs

 

 

(11,642

)

Proceeds from stock option exercises

 

1,138

 

1,775

 

Other

 

(401

)

72

 

Net cash used in financing activities

 

(19,675

)

(95,331

)

Net change in cash and cash equivalents

 

38,316

 

(3,376

)

Cash and cash equivalents, beginning of period

 

80,069

 

67,205

 

Cash and cash equivalents, end of period

 

$

118,385

 

$

63,829

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

3



 

ARGOSY GAMING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, In Thousands, Except Share and Per Share Data)

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

Common

 

Capital in

 

Retained

 

Stockholders’

 

 

 

Shares

 

Stock

 

Excess of Par

 

Earnings

 

Equity

 

Balance, December 31, 2004

 

29,553,772

 

$

296

 

$

98,580

 

$

273,886

 

$

372,762

 

Exercise of stock options, including tax benefit

 

37,315

 

 

1,399

 

 

 

1,399

 

Net income for the nine months ended September 30, 2005

 

 

 

 

 

 

 

67,269

 

67,269

 

Balance, September 30, 2005

 

29,591,087

 

$

296

 

$

99,979

 

$

341,155

 

$

441,430

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

4



 

ARGOSY GAMING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, in Thousands, Except Share and Per Share Data)

 

1.     Basis of Presentation and Pending Merger

 

            Basis of Presentation - Argosy Gaming Company provides casino-style gaming and related entertainment to the public and, through its subsidiaries, operates casinos in Alton and Joliet, Illinois; Lawrenceburg, Indiana; Riverside, Missouri; Baton Rouge, Louisiana; and Sioux City, Iowa.  Except where otherwise noted, the words “we”, “us”, “our” and similar terms, as well as “Argosy” or the “Company”, refer to Argosy Gaming Company and all of its subsidiaries.

 

                The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Interim results may not necessarily be indicative of results that may be expected for any other interim period or for the year as a whole. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2004, included in our Annual Report on Form 10-K (File No. 1-11853). The accompanying unaudited condensed consolidated financial statements contain all adjustments, which are, in the opinion of management, necessary to fairly present the financial position and the results of operations for the periods indicated.

 

                The states of Illinois, Indiana and Iowa assess gaming taxes on a graduated scale based on casino revenues and throughout the year we accrue gaming tax expense utilizing an effective annual tax rate. For the three and six months ended June 30, 2005, we have recorded gaming taxes at our Illinois properties at the current tax rates without giving benefit to a statutory rollback in gaming taxes scheduled to rollback effective July 1, 2005. During the second quarter of 2005, the Illinois legislature passed legislation that will reduce the overall gaming tax rates including a rollback of the top marginal gaming rate from 70% to 50% plus a reduction of the admission fee to $3. This legislation also established a minimum annual gaming tax for fiscal years ending June 30, 2006 and June 30, 2007. This minimum annual gaming tax is based on estimated taxes paid over the twelve months ended June 30, 2005. During the third quarter, this legislation was enacted and the corporation adjusted its method of estimating gaming taxes to be accrued by considering the minimum amount payable relative to projected revenue over the next twelve months to determine the effective gaming tax rate. Historically, the Company estimated the gaming taxes to be accrued by considering the applicable graduated tax structure relative to the projected revenue in the calendar year.

 

            Merger — The Company entered into a definitive Merger Agreement (“Merger Agreement”) with Penn National Gaming, Inc. (“Penn”) on November 3, 2004.  This merger was completed on October 3, 2005 effective October 1, 2005.

 

                On June 20, 2005, Penn entered into an agreement with Columbia Sussex Corporation to sell all of our interests in the Argosy Casino - Baton Rouge property for $150,000 in cash, immediately following the closing of our merger with Penn. The sale of the Argosy Casino - Baton Rouge was completed on October 25, 2005.

 

5



 

2.              Long-Term Debt

 

 

 

September 30,

 

December 31,

 

 

 

2005

 

2004

 

 

 

(unaudited)

 

 

 

Long-term debt consists of the following:

 

 

 

 

 

Senior Secured Credit Facility:

 

 

 

 

 

Senior secured line of credit, expires September 30, 2009, interest payable at least quarterly at either LIBOR and/or prime plus a margin (5.2% at September 30, 2005)

 

$

68,000

 

$

87,100

 

Term loan, matures June 30, 2011, principal and interest payments due quarterly at either LIBOR and/or prime plus a margin (6.5% at September 30, 2005)

 

173,250

 

174,562

 

 

 

241,250

 

261,662

 

Subordinated Notes:

 

 

 

 

 

Due September 2011, interest payable semi-annually at 9.0%

 

200,000

 

200,000

 

Due January 2014, interest payable semi-annually at 7.0%

 

350,000

 

350,000

 

 

 

550,000

 

550,000

 

Notes payable, principal and interest payments due quarterly through September 2015, discounted at 10.5%

 

2,436

 

2,465

 

 

 

 

 

 

 

Other

 

35

 

 

Total long-term debt

 

793,721

 

814,127

 

Less: current maturities

 

2,691

 

2,512

 

Long-term debt, less current maturities

 

$

791,030

 

$

811,615

 

 

            We have borrowings outstanding under two separate Subordinated Notes issues totaling $550,000 (“Subordinated Notes”). On September 30, 2004, we entered into the Third Amended and Restated Credit Agreement (the “Credit Facility”) with a revolving line of credit for up to $500,000 and a Term Loan of $175,000 maintaining a total facility of $675,000. The Credit Facility is secured by liens on substantially all of our assets and our subsidiaries are co-borrowers.  Substantially all of our subsidiaries fully and unconditionally guarantee our 9% Subordinated Notes on a joint and several basis.  All of our subordinated notes rank junior to all of our senior indebtedness, including borrowings under the Credit Facility.

 

                In 2004, we refinanced a portion of our existing indebtedness ($350,000 of 10.75% Subordinated Notes due 2009) with net proceeds from the issuance of $350,000 in new 7% Subordinated Notes due 2014, together with borrowings under our Credit Facility. Related to this refinancing, we incurred a pre-tax charge of $26,040 in net premiums and fees.

 

                The closing of our pending merger with Penn constitutes a change of control as defined under our Subordinated Note indentures and obligates us to make an offer to repurchase our Subordinated Notes at a cash price equal to 101% of the principal amount of our outstanding Subordinated Notes plus accrued interest. This change of control offer is required to be made within 30 business days following the change of control.

 

                Penn has commenced cash tender offers, subject to completion of the merger between Penn and Argosy, for any and all of the $200,000 9% Subordinated Notes and any and all of the $350,000 7% Subordinated Notes. In conjunction with the tender offers, noteholder consents are being solicited to effect certain amendments and waivers to the indentures governing these notes. The tender offers and the consent solicitations are being conducted in connection with Penn’s merger with Argosy. Each tender offer was scheduled to expire at 12:00 midnight EST, on August 3, 2005, and was extended to the close of the merger. On October 3, 2005, Penn used proceeds from its $2.725 billion senior secured credit facility to complete the tender of the Subordinated Notes. As of October 11, 2005, $199,990 of the 9% Subordinated Notes and $349,850 of the 7% Subordinated Notes were tendered.

 

 

6



 

                Our Subordinated Notes due in 2011 and 2014 contain certain restrictions on the payment of dividends on our common stock and the incurrence of additional indebtedness, as well as other typical debt covenants. In addition, the Credit Facility requires us to maintain certain financial ratios, based on terms as defined in the Credit Facility, which, as of June 30, 2005, are as follows: (1) Total Funded Debt to EBITDA Ratio of a maximum of 4.75 to 1.0; (2) Senior Funded Debt to EBITDA Ratio of a maximum of 3.50 to 1.0; and (3) Fixed Charge Coverage Ratio of a minimum of 1.50 to 1.0. As of September 30, 2005, we are in compliance with these ratios.

 

3.             Stock-based Compensation

 

                In December 2002, the Financial Accounting Standards Board issued FAS 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”. We have a stock-based employee compensation plan and a stock-based director compensation plan. As we continue to follow APB 25 for stock options granted to employees and directors, no stock-based compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table discloses our pro forma net income and diluted net income per share had we applied the fair value recognition provisions of FAS 123.

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

(unaudited, in thousands, except share data)

 

Net income

 

 

 

 

 

 

 

 

 

As reported

 

$

24,286

 

$

21,140

 

$

67,269

 

$

43,683

 

Pro forma stock-based compensation, net of tax benefit

 

(717

)

(243

)

(2,206

)

(732

)

Pro forma

 

$

23,569

 

$

20,897

 

$

65,063

 

$

42,951

 

Diluted income per share

 

 

 

 

 

 

 

 

 

As reported

 

$

0.81

 

$

0.71

 

$

2.25

 

$

1.47

 

Pro forma stock-based compensation, net of tax benefit

 

(0.02

)

(0.01

)

(0.07

)

(0.02

)

Pro forma

 

$

0.79

 

$

0.70

 

$

2.18

 

$

1.45

 

 

            In April and July 2004, we granted 638,571 and 20,000 shares of non-qualified stock options, respectively, to certain key employees and 40,000 shares of non-qualified stock options to our non-employee directors under the Argosy Gaming Company Stock Option Plan and the Argosy Gaming Company Directors Option Plan, respectively.  Under the terms of our Merger Agreement with Penn, we are restricted from issuing additional stock options under both the Stock Option Plan and the Directors Option Plan for the period from the date of the agreement to the effective time of the merger.

 

7



 

 

4.             Earnings Per Share

 

                    The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

(unaudited, in thousands, except share data)

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator for basic and diluted earnings per share - net income

 

$

24,286

 

$

21,140

 

$

67,269

 

$

43,683

 

Denominator:

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share - weighted average shares outstanding

 

29,590,773

 

29,475,631

 

29,576,434

 

29,421,578

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities (computed using the treasury stock method):

 

 

 

 

 

 

 

 

 

Employee and directors stock options

 

302,790

 

182,695

 

298,477

 

212,525

 

Dilutive potential common shares

 

302,790

 

182,695

 

298,477

 

212,525

 

Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions

 

29,893,563

 

29,658,326

 

29,874,911

 

29,634,103

 

Basic earnings per share

 

$

0.82

 

$

0.72

 

$

2.27

 

$

1.48

 

Diluted earnings per share

 

$

0.81

 

$

0.71

 

$

2.25

 

$

1.47

 

 

            For the three and nine months ended September 30, 2005, all employee and director options were included in the computation of diluted earnings per share.

 

            For the three and nine months ended September 30, 2004, employee options to purchase 713,145 shares of common stock priced at a range of $35.18-$37.71 per share and director options to purchase 52,000 shares of common stock priced at a range from $35.15-$39.99 per share, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the underlying common shares and, therefore, the effect would be anti-dilutive.

 

5.     Commitments and Contingent Liabilities

 

        We are subject to, from time to time, various legal and regulatory proceedings in the ordinary course of our business.  We believe that current proceedings will not have a material effect on our financial condition or the results of our operations.

 

6.     Raceway Park Acquisition

 

        On August 4, 2005, we diversified our operations and cash flows by completing the acquisition of 100% of Raceway Park and its related entities (with harness racing operations located in Toledo, Ohio) for approximately $21,086.  The purchase price was determined based upon estimates of future cash flows and the net worth of the assets acquired.  We funded this acquisition through borrowings under our Credit Facility.  The results of operations for the Raceway Park for the period from August 5, 2005 through September 30, 2005, since the acquisition, are included in our consolidated statements of income.

 

8