EX-99.2 4 v36140exv99w2.htm EXHIBIT 99.2 exv99w2
 

Exhibit 99.2
RIH Acquisitions IN, LLC
Unaudited Consolidated Financial Statements
As of June 30, 2007
Contents
         
Unaudited Consolidated Balance Sheet
    2  
Unaudited Consolidated Statements of Operations
    3  
Unaudited Consolidated Statements of Cash Flows
    4  
Notes to Unaudited Consolidated Financial Statements
    5  

99.2-1


 

RIH ACQUISITIONS IN, LLC
UNAUDITED CONSOLIDATED BALANCE SHEET
(Amounts in Thousands)
         
    June 30,  
    2007  
ASSETS
       
Current Assets:
       
Cash and cash equivalents
  $ 17,516  
Accounts receivable, net
    4,052  
Inventories
    274  
Prepaid expenses and other current assets
    16,909  
 
     
 
       
Total current assets
    38,751  
 
     
 
Property and equipment, net
    181,496  
Goodwill
    99,364  
Other intangible assets
    197,069  
 
     
 
       
TOTAL ASSETS
  $ 516,680  
 
     
 
       
LIABILITIES AND MEMBERS’ EQUITY
       
Current Liabilities:
       
Accounts payable
  $ 3,242  
Accrued liabilities
    38,353  
Current maturities of long-term debt
    67  
 
     
 
       
Total current liabilities
    41,662  
 
     
 
       
Long-term debt, net of current maturities
    373,239  
Due to affiliates
    26,895  
 
       
Members’ Equity:
       
Members’ equity
    31,713  
Retained earnings
    43,171  
 
     
Total members’ equity
    74,884  
 
     
 
       
TOTAL LIABILITIES AND MEMBERS’ EQUITY
  $ 516,680  
 
     
The accompanying notes are an integral part of these unaudited consolidated financial statements

99.2-2


 

RIH ACQUISITIONS IN, LLC
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
                 
    For the six months ended June 30,  
    2007     2006  
 
               
REVENUES:
               
Casino
  $ 161,446     $ 166,332  
Food and beverage
    11,929       13,439  
Rooms
    4,199       4,013  
Other
    3,095       2,893  
 
           
 
    180,669       186,677  
Less: Promotional allowances
    31,854       35,026  
 
           
Net revenues
    148,815       151,651  
 
           
 
               
OPERATING EXPENSES:
               
Casino
    88,802       94,024  
Food and beverage
    2,894       2,752  
Rooms
    241       245  
Other
    209       223  
Selling, general and administrative
    41,286       27,232  
Depreciation and amortization
    3,573       6,546  
Corporate Expense
    1,898       1,637  
 
           
Total operating expenses
    138,903       132,659  
 
           
 
               
Income from operations
    9,912       18,992  
 
               
OTHER INCOME (EXPENSE):
               
Interest income
    67       64  
Interest expense, net
    (15,712 )     (5 )
 
           
 
               
NET (LOSS)/ INCOME
  $ (5,733 )   $ 19,051  
 
           
The accompanying notes are an integral part of these unaudited consolidated financial statements

99.2-3


 

RIH ACQUISITIONS IN, LLC
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
                 
    Six months ended June 30,  
    2007     2006  
 
               
Cash Flows from Operating Activities:
               
Net (loss)/income
  $ (5,733 )   $ 19,051  
Adjustments to reconcile net (loss)/income to net cash provided by (used in) operating activities:
               
Depreciation and amortization
    3,573       6,546  
Amortization of debt issuance costs and debt discounts
    421          
Provision for doubtful accounts
    879       306  
Net loss (gain) on disposition of assets
    671       15  
Accounts receivable, net
    (331 )     (998 )
Inventories, prepaids and other
    (10,268 )     (10,465 )
Deferred charges and other assets
    (9 )     26  
Accounts payable and accrued expenses
    15,709       3,112  
Affiliated company accounts
    2,281       (17,733 )
 
           
 
               
Net cash provided by (used in) operating activities
    7,193       (140 )
 
           
 
               
Cash Flows from Investing Activities:
               
 
Capital expenditures
    (2,830 )     (502 )
Proceeds from sale of assets
    128       1  
 
           
 
Net cash used in investing activities
    (2,702 )     (501 )
 
           
 
               
Cash Flows from Financing Activities:
               
Principal payments of long-term debt
    (4,002 )      
 
           
 
               
Net cash used in by financing activities
    (4,002 )      
 
               
Net Increase (Decrease) in Cash and Cash Equivalents
    489       (641 )
 
               
Cash and Cash Equivalents — Beginning of Period
    17,027       13,295  
 
           
Cash and Cash Equivalents — End of Period
  $ 17,516     $ 12,654  
 
           
The accompanying notes are an integral part of these unaudited consolidated financial statements

99.2-4


 

RIH Acquisitions IN, LLC
(dba Resorts East Chicago)
Notes to Unaudited Consolidated Financial Statements
June 30, 2007
1. Organization and Basis of Presentation
RIH Acquisitions IN, LLC (dba Resorts East Chicago) (the “Company”), an Indiana limited liability company and indirect wholly-owned subsidiary of RIH Resorts, LLC (“RIH Resorts”), was formed on September 30, 2004, and owns and operates Resorts East Chicago, a casino resort located in East Chicago, Indiana, located on approximately 35 acres of land adjacent to Lake Michigan. Resorts East Chicago features 291 guest rooms and suites, approximately 56,000 square feet of casino space and five restaurants. The Company is licensed to operate Resorts East Chicago by the Indiana Gaming Commission (“IGC”) and operations of the facility are subject to rules and regulations established by the IGC.
Pursuant to the Asset Purchase Agreement dated September 27, 2004, RIH Resorts acquired substantially all of the assets and assumed certain liabilities of four casino properties, including Resorts East Chicago, from Harrah’s Entertainment, Inc. (“Harrah’s”) and Caesars Entertainment, Inc. (the “Acquisition”). The Acquisition was consummated on April 26, 2005. The original debt incurred to finance the Acquisition was carried on the balance sheet of RIH Resorts and not allocated to the Company as of December 31, 2005. The assets acquired and liabilities assumed by the Company, as a result of the Acquisition, from Showboat Marina Casino Partnership (“SMCP”), a majority-owned indirect subsidiary of Harrah’s, were accounted for using the purchase method of accounting and, accordingly, the aggregate purchase price, including transaction fees and expenses, has been allocated based on the estimated fair value of the assets acquired and the liabilities assumed.
The accompanying financial statements present the financial results of the Company for the six months ended June 30, 2007 and 2006. Prior to April 26, 2005, the Company had conducted no business other than in connection with the execution of the Acquisition.
The cash flows of Resorts East Chicago and other casino properties acquired by RIH Resorts are the only sources to fund the interest payments of the debt issued by RIH Resorts to fund the Acquisition.
The accompanying condensed financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the condensed financial statements do not include all of the disclosures required by generally accepted accounting principles. However, they do contain all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods included therein.

99.2-5


 

RIH Acquisitions IN, LLC
(dba Resorts East Chicago)
Notes to Unaudited Consolidated Financial Statements
1. Organization and Basis of Presentation (continued)
The interim results reflected in these financial statements are not necessarily indicative of results to be expected for the full fiscal year.
Certain of the Company’s accounting policies require that the Company apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company’s judgments are based in part on its historical experience, terms of existing contracts, observance of trends in the gaming industry and information obtained from independent valuation experts or other outside sources. There is no assurance, however, that actual results will conform to estimates.
The accompanying condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended December 31, 2006.
2. Subsequent Events
On September 18, 2007, Ameristar East Chicago Holdings, LLC (“AECH”), an Indiana limited liability company that is a wholly owned subsidiary of Ameristar Casinos, Inc. (“ACI”), acquired (the “Acquisition”) all of the membership interests of the Company from Resorts International Holdings, LLC, a Delaware limited liability company (the “Seller”). The Acquisition was made pursuant to a Purchase Agreement, dated as of April 3, 2007, between the Seller and ACI, as subsequently amended and assigned by ACI to AECH (as so amended and assigned, the “Purchase Agreement”). Pursuant to the Purchase Agreement, as consideration for the Acquisition, ACI paid the Seller $675 million in cash (subject to a closing working capital adjustment as provided in the Purchase Agreement). ACI financed the Acquisition primarily through borrowings under its Credit Agreement, as amended by an Incremental Commitment Agreement to the Credit Agreement.
On July 16, 2007, the Township of East Chicago tax assessor sent the Company a notice of real property tax assessment for 2006 indicating a total assessed value of the real property of $367.1 million. At the current effective tax rate, this would result in a real property tax for 2006 of $19.6 million. The Company intends to appeal the assessed value. The Company believes, based on its internal review and discussions with outside advisors, that the ultimate amount of the 2006 assessed value, and accordingly the tax amount payable, will be less than the amount reflected in the notice of assessment received by the Company. Based on these facts and circumstances the Company has estimated and recorded an additional accrual of $14.290 million at June 30, 2007.

99.2-6