-----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, TtkjV2Bqx/P1/PtfMC6qEjxUyuZ7QHjcrVG5e56SfIsJgixTCRV58g2eHZGixDX+ C0mg0qmel/HFnCmUwUlM8Q== 0000898430-96-003149.txt : 19960712 0000898430-96-003149.hdr.sgml : 19960712 ACCESSION NUMBER: 0000898430-96-003149 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960711 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COAST RESORTS INC CENTRAL INDEX KEY: 0001001865 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880345704 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26922 FILM NUMBER: 96593574 BUSINESS ADDRESS: STREET 1: 4000 WEST FLAMINGO RD STREET 2: POST OFFICE BOX 80750 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7023677111 MAIL ADDRESS: STREET 1: 4000 WEST FLAMINGO RD STREET 2: PO BOX 80750 CITY: LAS VEGAS STATE: NV ZIP: 89103 10-Q/A 1 FORM 10-Q/A AMENDMENT #1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 10-Q/A (AMENDMENT NO. 1) (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 31, 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 0-26922 COAST RESORTS, INC. (Exact name of registrant as specified in its charter) NEVADA 88-0345704 (State or other jurisdiction of (I.R.S. Employer incorporation or organization identification number) 4000 WEST FLAMINGO ROAD, LAS VEGAS, 89103 NEVADA (Zip code) (Address of principal executive offices) (702) 367-7111 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report.) 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_____ --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares of Common Stock outstanding as of March 31, 1996: 1,494,352.94 =============================================================================== PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. COAST RESORTS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) (Unaudited)
March 31, December 31, 1996 1995 -------- -------- A S S E T S CURRENT ASSETS: Cash and cash equivalents $ 18,030 $ 14,543 Restricted cash equivalents, in escrow account 19,292 -- Accounts receivable, net 3,818 1,990 Other current assets 6,820 6,506 -------- -------- TOTAL CURRENT ASSETS 47,960 23,039 PROPERTY AND EQUIPMENT, net 137,634 125,155 RESTRICTED CASH EQUIVALENTS, IN ESCROW ACCOUNT 104,231 -- OTHER ASSETS 9,395 4,169 -------- -------- $299,220 $152,363 ======== ======== L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y CURRENT LIABILITIES: Accounts payable $ 5,446 $ 8,389 Accrued liabilities 19,425 14,426 Current portion of long-term debt 1,096 1,591 -------- -------- TOTAL CURRENT LIABILITIES 25,967 24,406 -------- -------- LONG-TERM DEBT, less current portion 171,816 83,357 -------- -------- DEFERRED RENT 2,516 1,712 -------- -------- OTHER LIABILITIES 2,500 -- -------- -------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common Stock, $.01 par value, 2,000,000 shares authorized, 1,494,353 (1996) and 1,000,000 (1995) shares issued and outstanding 15 10 Additional paid-in capital 95,398 19,340 Retained earnings 1,008 23,538 -------- -------- TOTAL STOCKHOLDERS' EQUITY 96,421 42,888 -------- -------- $299,220 $152,363 ======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements. 2 COAST RESORTS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended March 31, 1996 and 1995 (amounts in thousands, except per share data) (Unaudited)
Three Months Three Months Ended Ended March 31, 1996 March 31, 1995 -------------- -------------- OPERATING REVENUES: Casino $ 35,919 $ 30,933 Food and beverage 9,880 9,614 Hotel 3,521 3,230 Other 2,451 2,389 ---------- ---------- GROSS REVENUES 51,771 46,166 Less: promotional allowances (4,359) (3,970) ---------- ---------- NET REVENUES 47,412 42,196 ---------- ---------- OPERATING EXPENSES: Casino 16,939 16,583 Food and beverage 7,404 8,521 Hotel 1,680 1,628 Other 1,871 2,075 General and administrative 8,764 8,271 Development expenses 955 -- Depreciation and amortization 1,760 1,738 ---------- ---------- TOTAL OPERATING EXPENSES 39,373 38,816 ---------- ---------- OPERATING INCOME 8,039 3,380 ---------- ---------- OTHER INCOME (EXPENSES) Interest expense (4,306) (379) Interest income 963 70 Interest capitalized 701 -- Gain on sale of equipment and securities -- 57 ---------- ---------- TOTAL OTHER INCOME (EXPENSES) (2,642) (252) ---------- ---------- INCOME BEFORE INCOME TAX PROVISION 5,397 3,128 ---------- ---------- INCOME TAX PROVISION 4,389 -- ---------- ---------- NET INCOME $ 1,008 $ 3,128 ========== ========== NET INCOME PER SHARE OF COMMON STOCK $0.72 -- ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,407,434 -- ========== ========== PRO FORMA DATA (reflecting reorganization and change in tax status): Provision for income taxes 1,889 1,095 ---------- ---------- Net income $ 3,508 $ 2,033 ========== ========== Net income per share of common stock $2.49 $2.03 ========== ========== Weighted average common shares outstanding 1,407,434 1,000,000 ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements. 3 COAST RESORTS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Month Ended March 31, 1996 and 1995 (amounts in thousands) (Unaudited)
Three Months Three Months Ended Ended March 31, 1996 March 31, 1995 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,008 $ 3,128 --------- ------- ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation and amortization 1,760 1,720 Amortization of original issue discount 86 -- Provision for bad debts -- 209 Deferred income taxes 2,500 -- Non-cash rent expense 440 -- (Gain) loss on sale of assets -- (57) Changes in assets and liabilities: Net (increase) decrease in accounts receivable and other current assets (2,132) 654 (Increase) decrease in other assets 376 (170) Increase (decrease) in operating liabilities: Net increase (decrease) in accounts payable and other accrued expenses 1,987 (4,278) --------- ------- TOTAL ADJUSTMENTS 5,017 (1,922) --------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 6,025 1,206 --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (13,682) (9,339) Proceeds from sale of equipment and securities -- 87 Net additions to restricted cash equivalents, in escrow accounts (123,523) -- --------- ------- NET CASH USED BY INVESTING ACTIVITIES (137,205) (9,252) --------- ------- CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt, net of discounts and commissions 164,124 3,000 Principal payments on long-term debt (586) (828) Proceeds from borrowings under bank line of credit 1,045 9,000 Principal payments on bank line of credit (29,200) (2,400) Payments for debt issue costs (716) -- Distributions to former partners -- (8,661) --------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES 134,667 111 --------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,487 (7,935) CASH AND CASH EQUIVALENTS, at beginning of year 14,543 16,966 --------- ------- CASH AND CASH EQUIVALENTS, at end of period 18,030 9,031 ========= ======= Supplemental cash flow information: Cash paid for interest $ 754 $ 362 ========= =======
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 COAST RESORTS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION Background Information Coast Resorts, Inc. ("Coast Resorts" or the "Company") is a Nevada corporation and serves as a holding Company for Coast Hotels and Casinos, Inc. ("Coast Hotels") and Coast West, Inc. ("Coast West"). Through Coast Hotels, the Company owns and operates the Gold Coast and Barbary Coast hotel-casinos and is in the process of constructing The Orleans Hotel and Casino ("The Orleans"), all of which are located in Las Vegas, Nevada. Coast West has no operations but holds a long-term lease (the "Coast West Lease") on approximately fifty acres of land in Las Vegas on which the Company may develop and operate a future hotel- casino. The Gold Coast and Barbary Coast hotel-casinos had previously been owned and operated independently by two partnerships, Gold Coast Hotel and Casino, a Nevada limited partnership, and Barbary Coast Hotel and Casino, a Nevada general partnership (collectively, the Predecessor Partnerships"). On January 1, 1996, the partners of the Predecessor Partnerships completed a reorganization (the "Reorganization") with Coast Resorts. Coast Resorts was formed in September 1995 for the purpose of effecting such Reorganization of the Predecessor Partnerships. Coast Resorts, Gold Coast and Barbary Coast were all related through common ownership and management control. In the Reorganization, the partners of the Predecessor Partnerships each transferred to Coast Resorts their respective partnership interests in the Predecessor Partnerships in exchange for an aggregate of 1,000,000 shares of common stock, par value $.01 per share, of Coast Resorts ("Coast Resorts Common Stock"). Coast Resorts immediately contributed to Coast Hotels all of the assets and liabilities of the Predecessor Partnerships other than those relating to the Coast West Lease, which Coast Resorts contributed to Coast West. Coast Resorts retained the liability for an aggregate principal amount of $51.0 million in notes payable to former partners and retained the liability for $1.5 million relating to demand notes due to a related party (the "Exchange Liabilities"). On January 16, 1996, the Exchange Liabilities were exchanged for 494,353 shares of Coast Resorts Common Stock, based upon management's estimate of the fair market value of such Coast Resorts Common Stock. Basis of Presentation Prior to the Reorganization, the Gold Coast and the Barbary Coast hotel- casinos historically operated under a high degree of common control. The former Managing General Partner of the Gold Coast was also a general partner, and the principal manager, of the Barbary Coast. Due to common control of the Gold Coast and the Barbary Coast and the continuation of ownership by the former partners, the Reorganization was accounted for as a reorganization of entities under common control. Accordingly, the consolidated financial statements of the Company for all periods are presented as if the Reorganization occurred at the beginning of the earliest period presented and include the accounts of all entities involved on a historical cost basis, in a manner similar to a pooling of interests. The consolidated financial statements include the accounts of the Company and all its subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements reflect the Exchange Liabilities as obligations of Coast Resorts at December 31, 1995, as the exchange for Coast Resorts Common Stock had not yet occurred. The exchange was accounted for subsequent to the completion of the Reorganization, through the issuance of Coast Resorts Common Stock in the amount of $52,525,000, reflecting the historical cost basis of the Exchange Liabilities. The accompanying financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting 5 principles for complete financial statements. The unaudited financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 1995. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair presentation of the results for the interim period have been included. The interim results reflected in the unaudited financial statements are not necessarily indicative of expected results for the full year. NOTE 2- THE ORLEANS CONSTRUCTION COMMITMENTS During 1995, the Company commenced construction of The Orleans. The plans for The Orleans have been developed with a theme of the French Quarter in New Orleans, and include an approximately 100,000 square-foot casino, 840 hotel rooms, a 70-lane bowling center, and four restaurants. The Orleans has a construction and development budget of approximately $158.1 million, excluding capitalized interest, pre-opening expenditures, and opening bankroll. In January 1996, the Company entered into a guaranteed maximum price contract for the construction of the buildings and site improvements for a price not to exceed $100.0 million. As of March 31, 1996, the Company had paid approximately $30.1 million of construction and development costs, including approximately $25.4 million that is subject to the construction contract. NOTE 3-INCOME TAXES Prior to the Reorganization, the Company operated as individual partnerships which did not pay federal income taxes. The partners of the Predecessor Partnerships were taxed on their proportionate share of each of their respective partnership's taxable income or loss. Effective January 1, 1996 and in connection with the Reorganization, the Predecessor Partnerships were terminated. The change in status to a "C" corporation resulted in the recognition of net deferred tax liabilities, and a corresponding charge to earnings through the income tax provision of approximately $2.5 million for the quarter ended March 31, 1996. In addition, upon termination of the partnership tax status on January 1, 1996, all undistributed earnings of the Predecessor Partnerships were reclassified to paid-in-capital. The income statement for the quarter ended March 31, 1995 does not include any provision or liability for corporate income taxes due to the partnership status. The pro forma provision for income taxes and the related pro forma net income reflect adjustments to income taxes assuming that the change in corporate income tax status occurred as of January 1, 1995. NOTE 4-PRIVATE PLACEMENT FINANCING On January 30, 1996, Coast Hotels completed a private placement offering of $175.0 million principal amount of 13% First Mortgage Notes Due December 15, 2002 (the "First Mortgage Notes"). Interest on the First Mortgage Notes is payable semi-annually commencing June 15, 1996. The First Mortgage Notes are unconditionally guaranteed by Coast Resorts, Coast West and certain future subsidiaries of Coast Hotels. Net proceeds from the offering (after deducting original issue discount and commissions) were approximately $164.1 million. Of that amount, (i) approximately $114.8 million was deposited in a construction disbursement account restricted for use by Coast Hotels to finance in part the cost of developing, constructing, equipping and opening The Orleans, (ii) approximately $19.3 million was used by Coast Hotels to purchase U.S. Government Obligations which were deposited into an interest escrow account restricted to fund the interest payable on the First Mortgage Notes through December 15, 1996 and (iii) approximately $29.2 million was used by the Coast Hotels to repay all outstanding indebtedness under its revolving credit facility, which was terminated upon repayment. The balance of approximately $800,000 was used to pay, in part, the estimated offering expenses of $2.4 million. The indenture governing the First Mortgage Notes contains covenants that, among other things, limit the ability of Coast Hotels to pay dividends, repay other existing indebtedness, incur additional indebtedness, or sell material assets as defined in the indenture. Additionally, if on the twentieth day of the month following the first month in which The Orleans has been operating for 18 months, the Fixed Charge Coverage Ratio (as defined in the indenture) of Coast Hotels for the most recently ended four full fiscal quarters is less than 1.5 to 1, Coast Hotels will be obligated to consummate an asset sale of the Barbary Coast within one year. The proceeds from such asset sale must be used by Coast Hotels to repurchase First Mortgage Notes at a price equal to 101% of the principal amount of such First Mortgage Notes, plus accrued and unpaid interest thereon. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company is a holding company formed in 1995 to effect the combination of two partnerships, the Barbary Coast Hotel and Casino and the Gold Coast Hotel and Casino, which were Las Vegas gaming operations owning the Barbary Coast Hotel and Casino (the "Barbary Coast") and the Gold Coast Hotel and Casino (the "Gold Coast"). The Company's wholly-owned subsidiary, Coast Hotels and Casinos, Inc. ("Coast Hotels"), owns and operates these two existing properties and is currently constructing a third in Las Vegas, The Orleans Hotel and Casino ("The Orleans"). Another wholly-owned subsidiary of the Company, Coast West, Inc., leases an approximately fifty-acre site in Las Vegas on which the Company may develop and operate a future hotel-casino. RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, certain financial information regarding the results of operations of the Company:
Three Months Three Months Ended Ended March 31, 1996 March 31, 1995 -------------- -------------- NET REVENUES: Gold Coast $35,714 $31,900 Barbary Coast 11,698 10,296 ------- ------- $47,412 $42,196 ======= ======= OPERATING INCOME: Gold Coast $ 8,594 $ 3,661 Barbary Coast 962 (281) Corporate Expenses (562) -- Development Expenses (955) -- ------- ------- $ 8,039 $ 3,380 ======= =======
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995 COAST RESORTS, INC. Net revenues for the Company were $47.4 million in the quarter ended March 31, 1996 compared to $42.2 million in the first quarter of 1995, an increase of $5.2 million (12.4%). (Percentages are actual and are not adjusted for rounding.) The increased revenues were primarily due to stronger gaming revenues at the two hotel-casinos, as well as to increased hotel revenues. Operating income was $8.0 million for the quarter ended March 31, 1996, compared to $3.4 million in 1995, an increase of 137.8% due to the increased revenues discussed above, partially offset by a 1.4% increase in operating expenses to $39.4 million for the first quarter of 1996. Food and beverage expenses decreased by $1.1 million (13.1%) primarily due to a decrease in cost of sales in the restaurants as a result of lower wholesale food prices and fewer meals served. General and administrative expenses increased $493,000 (6.0%) primarily due to an increase in corporate expenses and the addition of an incentive bonus program. Net income decreased to $1.0 million in the quarter ended March 31, 1996, a 67.8% decrease from $3.1 million in 1995, primarily due to a provision for income tax of $4.4 million, including a one-time charge of $2.5 million in 1996 for temporary differences as a result of a change in tax status from partnerships to a corporation on January 1, 1996. (See Note 3 of Notes to Condensed Consolidated Financial Statements.) Additionally, net interest expense increased $2.3 million to $2.6 million in the quarter ended March 31, 1996, compared to $309,000 in 1995, due to interest on $175.0 million principal amount of first mortgage notes issued in January 1996 (the "First Mortgage Notes"). 7 COAST HOTELS AND CASINOS, INC. Net income for the Company's operating subsidiary, Coast Hotels, was $1.3 million for the first quarter of 1996, compared to $3.1 million in 1995. The decrease was primarily due to the provision for income tax, including the $2.5 million one-time charge described above, and $2.6 million in net interest attributable to the First Mortgage Notes. Gold Coast. Net revenues at the Gold Coast were $35.7 million for the quarter ended March 31, 1996, an increase of $3.8 million (12.0%) over 1995 first quarter revenues of $31.9 million. Gaming revenues were $26.7 million for the 1996 first quarter, an increase of $4.0 million (17.6%) compared to $22.7 million in the same period in 1995. The increase was primarily due to the positive effects of an upgrade of slot equipment completed in December 1995. Hotel revenues were $2.5 million, an increase of 5.9% over 1995 hotel revenues of $2.4 million due to higher occupancy rates. Operating income was $8.6 million for the first quarter of 1996 compared to $3.7 million in 1995, an increase of $4.9 million (134.7%). In addition to the increased revenues discussed above, total operating expenses decreased $1.1 million (4.0%) to $27.1 million compared to $28.2 million in 1995. Food and beverage expenses accounted for most of the reduction, decreasing $1.1 million (15.2%) to $6.0 million due to lower cost of sales in the restaurants as a result of lower wholesale food prices and fewer meals served. Barbary Coast. Net revenues at the Barbary Coast were $11.7 million in the quarter ended March 31, 1996, an increase of $1.4 million (13.6%) over 1995 first quarter revenues of $10.3 million. Gaming revenues increased 12.1% to $9.3 million in the first quarter of 1996 compared to $8.3 million in the same period in 1995, primarily due to increases in the sports book, as a result of a higher win percentage, and in the race book, as a result of higher wagering volume. Additionally, food and beverage revenues increased 9.0% to $2.6 million in the first quarter of 1996 compared to $2.4 million in 1995 as a result of higher menu prices. Hotel revenues increased to $1.0 million in 1996 compared to $855,000 in the first quarter of 1995, a 17.8% increase due to higher room rates. Operating income was $962,000 for the first quarter of 1996 compared to a loss of $281,000 in 1995, primarily due to the increased revenues discussed above. Operating expenses remained essentially unchanged in the first quarter of 1996 compared to the same period in 1995. Decreases in other expenses and depreciation and amortization expenses were offset by an increase of 4.5% in casino expenses from $5.6 million in the first quarter of 1995 to $5.9 million in 1996. COAST WEST, INC. Coast West, Inc., a subsidiary of the Company, has no operations but holds a lease on approximately fifty acres of land held for possible future development. The net loss for Coast West was $955,000 in the first quarter of 1996 (Coast West was not in existence in the first quarter of 1995). The net loss was due entirely to rent expense (including $440,000 of deferred rent expense). LIQUIDITY AND CAPITAL RESOURCES Coast Resorts, Inc. is a holding company without operations of its own. The Company's principal sources of liquidity have consisted of cash provided by the operating activities of Coast Hotels and, until termination of its revolving credit facility in January 1996, bank financing. In connection with the reorganization in which the Barbary Coast Hotel and Casino and the Gold Coast Hotel and Casino were combined with the Company, the Company exchanged shares of common stock, par value $.01 per share, of Coast Resorts for approximately $52.5 million principal amount of notes payable to certain shareholders of Coast Resorts, resulting in a reduced debt service. See Note 1 to Notes to Condensed Consolidated Financial Statements. On January 30, 1996, Coast Hotels issued $175.0 million principal amount of First Mortgage Notes to finance, in part, the development construction, equipping and opening of The Orleans. The net proceeds from the issuance, after deducting discounts and commissions, were approximately $164.1 million. Of that amount, (i) approximately $114.8 million was deposited in a construction disbursement account for use by Coast Hotels to finance in part The Orleans, (ii) approximately $19.3 million was used by Coast Hotels to purchase U.S. Government Obligations which were deposited into an interest escrow account to fund the interest payable on the 8 First Mortgage Notes through December 15, 1996 and (iii) approximately $29.2 million was used by Coast Hotels to repay all outstanding indebtedness under its revolving credit facility, which was terminated upon repayment. The balance of approximately $800,000 was used to pay, in part, the estimated offering expenses of $2.4 million. The Company's consolidated cash requirements include principally the costs related to the development, construction, equipping and opening of The Orleans, debt service on the First Mortgage Notes subsequent to December 15, 1996 of approximately $22.8 million annually, ongoing capital expenditures at the Gold Coast and the Barbary Coast estimated to be approximately $4.0 million in 1996, advances to Coast West, Inc. for rent on land held for possible future development estimated to be at least approximately $2.1 million annually, and debt service unrelated to the First Mortgage Notes estimated to be approximately $500,000 in 1996. The Company expects to satisfy the costs of developing, constructing, equipping and opening The Orleans with the proceeds from the issuance of the First Mortgage Notes, approximately $30.0 million of anticipated equipment financing and an anticipated $8.5 million of internally generated cash from operations at the Gold Coast and Barbary Coast. The Company expects that excess internally generated cash from Coast Hotel's two existing properties will be sufficient to satisfy the Company's consolidated cash requirements unrelated to The Orleans. Subsequent to the commencement of operations of The Orleans, the Company expects that cash generated from the operations of Coast Hotels will be sufficient to satisfy consolidated cash requirements, including debt service on the First Mortgage Notes subsequent to December 15, 1996, although no assurance can be given to that effect. The Company does not expect to make regular cash dividends in the future. 9 PART II. OTHER INFORMATION Item 1: Legal Proceedings. ----------------- None. Item 2: Changes in Securities. --------------------- None. Item 3: Defaults Upon Senior Securities. ------------------------------- None. Item 4: Submission of Matters to a Vote of Security Holders. --------------------------------------------------- None. Item 5: Other Information. ----------------- None. Item 6: Exhibits and Reports on Form 8-K: -------------------------------- (a) Exhibits. 27. Financial Data Schedule (previously filed). (b) Reports on Form 8-K. There were no reports filed on Form 8-K during the three months ended March 31, 1996. 10 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Quarterly Report on Form 10- Q/A to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 11, 1996 COAST RESORTS, INC., a Nevada corporation By: /s/ Harlan Braaten ------------------------------------- Harlan Braaten President and Chief Operating Officer LC961920.068/2+ 11 -----END PRIVACY-ENHANCED MESSAGE-----