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Share Name | Share Symbol | Market | Type |
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A SPAC I Acquisition Corporation | NASDAQ:ASCA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.01 | 4.00 | 4.03 | 0 | 01:00:00 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Nevada
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88-0304799
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State or Other Jurisdiction of
Incorporation or Organization
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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Nasdaq Global Select Market
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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TABLE OF CONTENTS
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Page
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S-1
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EX-21
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EX-23
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EX-31.1
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EX-31.2
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EX-32
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EX-101 Instance Document
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EX-101 Schema Document
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EX-101 Calculation Linkbase Document
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EX-101 Labels Linkbase Document
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EX-101 Presentation Linkbase Document
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EX-101 Definition Linkbase Document
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Item 1.
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Business
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•
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Ameristar and MGM Resorts International initiated a strategic marketing alliance for the companies’ guest rewards programs - MGM Resorts’ M Life and Ameristar’s Star Awards players club. The alliance provides the opportunity for selected members in the loyalty programs to receive quarterly promotional offers at the other’s properties. Ameristar Star Awards members not in the M Life database may receive offers to M Life Las Vegas casinos, while M Life members not in the Ameristar database may receive offers to Ameristar local casinos. In addition, Star Awards members’ play at M Life Las Vegas casinos will accrue toward their annual Ameristar Star Awards program tier renewal requirements. The strategic alliance continues through 2013 and is renewable on an annual basis, subject to mutual agreement.
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•
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We completed a $7.5 million renovation of Ameristar Casino Hotel East Chicago’s 288 hotel rooms and suites and a $7.4 million renovation of 89 hotel rooms and suites at Cactus Petes Resort Casino in Jackpot, Nevada.
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•
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We completed the purchase of a 40-acre site in Springfield, Massachusetts, with the intent to apply for the sole casino license for western Massachusetts and, if awarded, build a luxury hotel and entertainment resort. On November 30, 2012, following lengthy consideration of the potential benefits, risks, costs and uncertainties of the project, we announced the termination of our efforts to pursue this license.
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•
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We issued $240.0 million principal amount of additional 7.50% Senior Notes due 2021, the net proceeds of which were used to repay all amounts outstanding under the revolving loan tranche of our senior credit facility (which amounts may be reborrowed from time to time) and for general corporate purposes.
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Ameristar
Casino Resort
Spa
St. Charles
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Ameristar
Casino Hotel
Kansas City
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Ameristar
Casino Hotel
Council Bluffs
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Ameristar
Casino Resort
Spa Black
Hawk
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Ameristar
Casino Hotel
Vicksburg
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Ameristar Casino Hotel East Chicago
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The Jackpot
Properties
(1)
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Opening Year
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1994
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1997
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1996
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2001
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1994
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1997
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1956
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Acquisition Year
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2000
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2000
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-
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2004
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-
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2007
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-
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Casino Square Footage (approx.)
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130,000
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140,000
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38,500
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56,000
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70,000
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56,000
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29,000
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Slot Machines (approx.)
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2,620
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2,590
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1,590
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1,490
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1,570
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1,970
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780
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Table Games
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72
(2)
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72
(2)
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23
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47
(2)
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41
(2)
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36
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26
(2)
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Hotel Rooms
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397
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184
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444
(3)
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536
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149
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288
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416
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Restaurants/Bars
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7/7
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10/7
(4)
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4/4
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4/3
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3/2
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6/2
(4)
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5/4
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Restaurant/Bar Seating Capacity
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1,659/193
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1,634/405
(4)
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1,085/68
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733/120
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998/282
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618/46
(4)
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530/126
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Guest Parking Spaces (approx.)
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6,280
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8,320
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3,080
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1,500
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2,500
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2,245
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1,100
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Other Amenities
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35,300-Square-Foot Conference, Banquet and Meeting Center; Indoor/Outdoor Swimming Pool; Full-Service Spa; VIP Players’ Club; Gift Shop; Amusement Arcade
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Entertainment Facility; Meeting Space; 18-Screen Movie Theater
(5)
; VIP Players’ Club; Gift Shop; Kids Quest Children’s Activity Center
(5)
; Amusement Arcade
(5)
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6,900 Square Feet of Meeting Space; VIP Players’ Club; Indoor Swimming Pool; Exercise Facility; Gift Shop; Kids Quest Children’s Activity Center
(5)
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15,000-Square-Foot Event and Meeting Center; VIP Players’ Club; Starbucks Coffee Bar; Gift Shop; Rooftop Swimming Pool; Full-Service Spa; Rooftop Lounge
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Meeting Space; VIP Players’ Club; Swimming Pool; Gift Shop; Service Station; Convenience Store; Subway Restaurant Franchise; RV Park
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5,370-Square-Foot Banquet Room; VIP Players’ Lounge and Club Facilities; Gift Shop; Winners Square Promotion Center
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3,940-Seat Outdoor Entertainment Facility; Showroom; Meeting Space; Sports Book
(5)
; Swimming Pool; Gift Shop; Service Station; General Store; Amusement Arcade; Styling Salon; RV Park
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(1)
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Includes the operations of Cactus Petes Resort Casino and The Horseshu Hotel and Casino.
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(2)
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Includes poker tables.
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(3)
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Includes 284 rooms operated by affiliates of Kinseth Hospitality Corporation and located on land owned by us and leased to affiliates of Kinseth.
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(4)
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Includes four outlets at Ameristar Casino Hotel Kansas City and an outlet at Ameristar Casino Hotel East Chicago that are leased to and operated by third parties.
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(5)
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Leased to and/or operated by a third party.
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Ameristar
Casino Resort
Spa
St. Charles
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Ameristar
Casino Hotel
Kansas City
(1)
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Ameristar
Casino Hotel
Council Bluffs
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Ameristar
Casino Resort
Spa
Black Hawk
(2)
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Ameristar
Casino Hotel
Vicksburg
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Ameristar
Casino Hotel
East Chicago
(3)
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Adult population — within 50 miles
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2.0 million
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1.6 million
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750,000
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2.2 million
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400,000
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5.8 million
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Adult population — within 100 miles
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2.9 million
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2.1 million
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1.3 million
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3.2 million
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1.2 million
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9.0 million
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No. of market participants
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6
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5
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3
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18
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4
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3
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2012 annual market gaming revenue — $ in millions
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$
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1,112.6
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$
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760.0
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$
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441.6
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$
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558.5
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$
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265.4
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$
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934.9
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2012 market growth rate
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(0.2
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)%
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6.9
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%
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1.6
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%
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1.4
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%
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1.5
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%
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(2.9
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)%
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2012 market share
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24.8
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%
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29.1
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%
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38.5
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%
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28.0
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%
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45.6
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%
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25.3
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%
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2011 market share
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24.8
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%
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33.5
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%
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38.9
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%
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27.3
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%
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45.5
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%
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25.7
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%
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2012 market share rank
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#1
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#1
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#2
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#1
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#1
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#2
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(1)
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A new competitor opened a casino and entertainment facility on February 3, 2012 at the Kansas Speedway in Wyandotte County, Kansas.
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(2)
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The Colorado Limited Gaming Control Commission reports the Black Hawk and Central City, Colorado markets separately. The Black Hawk information in this table excludes eight casinos in Central City, adjacent to Black Hawk, which generated $74.5 million in total gaming revenues in 2012.
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(3)
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In the Northwest Indiana market, there are a total of three operators, including Ameristar East Chicago (located in East Chicago, Hammond and Gary, Indiana), that generated $0.9 billion in annual gaming revenues in 2012. In the broader Chicagoland market, there are six additional state-licensed casinos operating in the states of Illinois and Indiana and one Native American casino in Michigan. The nine state-licensed casinos generated a total of $2.2 billion in annual gaming revenues in 2012.
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•
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any transfer or issuance of an ownership interest in a gaming licensee that is not a publicly held entity or a holding company that is not a publicly held entity, and
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•
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any pledge or grant of a security interest in an ownership interest in a gaming licensee that is not a publicly held entity or a holding company that is not a publicly held entity; provided that no ownership interest may be transferred in any way pursuant to any pledge or security interest without separate notice to the Missouri Gaming Commission at least 30 days prior to such transfer, which restriction must be specifically included in the pledge or grant of a security interest.
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•
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any issuance of an ownership interest in a publicly held gaming licensee or a publicly held holding company, if such issuance would involve, directly or indirectly, an amount of ownership interest equaling 5% or greater of the ownership interest in the gaming licensee or holding company after the issuance is complete,
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•
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any private incurrence of debt equal to or exceeding $1 million by a gaming licensee or holding company that is affiliated with the holder of a license,
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any public issuance of debt by a gaming licensee or holding company that is affiliated with the holder of a license, and
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•
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any significant related party transaction as defined in the regulations.
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0.25% up to and including $2 million of the subject amounts;
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2.0% on amounts from $2 million to $5 million;
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9.0% on amounts from $5 million to $8 million;
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11.0% on amounts from $8 million to $10 million;
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16.0% on amounts from $10 million to $13 million; and
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•
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20.0% on amounts over $13 million.
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establish and maintain responsible accounting practices and procedures;
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maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
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maintain systems for reliable record keeping;
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file periodic reports with gaming regulators;
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ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arm’s-length transactions entered into with suitable persons;
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establish procedures designed to prevent cheating and fraudulent practices; and
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establish programs to promote responsible gaming.
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to develop a historic riverboat industry that will assist in the growth of the tourism market;
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to license and supervise the riverboat industry from the period of construction through actual operation;
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to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and
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to license all entities involved in the riverboat gaming industry.
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adopt rules and regulations under the implementing statutes;
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interpret and enforce gaming laws, rules and regulations;
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impose disciplinary sanctions for violations, including fines and penalties;
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review the character and financial fitness of participants in gaming operations and make determinations regarding their suitability for participation and licensure;
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grant licenses for participation in gaming operations;
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collect and review reports and information submitted by participants in gaming operations;
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review and approve certain transactions, such as acquisitions or change-of-control transactions, of gaming industry participants, securities offerings and debt transactions engaged in by such participants; and
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establish and collect fees and taxes.
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Ameristar cancels the Ameristar Lake Charles project;
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The license is surrendered prior to substantial completion of the Ameristar Lake Charles project; or
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The LGCB revokes the license prior to substantial completion of the Ameristar Lake Charles project.
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the financial stability, integrity and responsibility of the applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;
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•
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the quality of the applicant’s casino facility;
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the amount of revenue to be derived from the operation of the applicant’s casino;
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the applicant’s practices with respect to diversity in employment and procurement;
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the effect on competition and general impact on the community; and
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the good character, honesty and integrity of the applicant and its parent entities.
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receive dividends or interest in securities or debt;
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exercise directly or through a nominee a right conferred by the securities or indebtedness;
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receive any remuneration from the licensee;
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receive any economic benefit from the licensee; or
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continue in an ownership or economic interest in a licensee or remain as a member, beneficial owner, officer or partner of a licensee.
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Item 1A.
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Risk Factors
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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limiting our ability to obtain additional financing to fund working capital requirements, capital expenditures, investments and acquisitions;
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•
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requiring a substantial portion of our cash flows from operations for the payment of interest on our debt and reducing our ability to use our cash flows to fund working capital, capital expenditures, acquisitions, dividends, stock repurchases and general corporate requirements;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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exposing our cash flows to changes in floating rates of interest such that an increase in floating rates would negatively impact our cash flows; and
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•
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placing us at a competitive disadvantage to less leveraged competitors.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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(a)
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Market Information
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High
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Low
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2012
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First Quarter
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$
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23.47
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$
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17.25
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Second Quarter
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20.48
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17.34
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Third Quarter
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18.20
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15.04
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Fourth Quarter
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26.63
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16.78
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2011
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First Quarter
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$
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18.12
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$
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14.64
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Second Quarter
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23.86
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17.66
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Third Quarter
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24.50
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15.67
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Fourth Quarter
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19.45
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14.60
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(b)
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Holders
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(c)
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Dividends
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Item 6.
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Selected Financial Data
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AMERISTAR CASINOS, INC.
CONSOLIDATED SELECTED FINANCIAL DATA
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December 31,
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2012
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2011
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2010
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2009
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2008
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(Amounts in thousands)
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BALANCE SHEET AND OTHER DATA:
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Cash and cash equivalents
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$
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89,392
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$
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85,719
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$
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71,186
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$
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96,493
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$
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73,726
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Total assets
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2,074,274
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2,012,039
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2,061,542
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2,214,628
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2,225,238
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Total long-term debt, net of current maturities
(1)
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1,880,932
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1,902,932
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1,432,551
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1,541,739
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1,643,997
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Stockholders’ (deficit) equity
(1)(2)
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(22,259
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)
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(90,578
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)
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351,020
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335,993
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338,780
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Capital expenditures
(3)
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133,137
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82,629
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58,396
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136,615
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241,826
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(1)
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In April 2012, we completed a private placement of $240.0 million principal amount of additional 7.50% Senior Notes due 2021. In April 2011, we obtained $2.2 billion of new debt financing. A portion of the proceeds from the new debt financing was used to purchase 26,150,000 shares of our common stock held by the Estate of Craig H. Neilsen. The share repurchase reduced our outstanding shares by approximately 45%.
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(2)
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Dividends of $16.4 million, $16.4 million, $24.4 million, $24.2 million and $18.0 million were paid in 2012, 2011, 2010, 2009 and 2008, respectively. The annual dividend per share was $0.50 in 2012, $0.42 in each of 2011, 2010 and 2009 and $0.315 in 2008.
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(3)
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Increases (decreases) in construction contracts payable were $12.9 million, $0.9 million, $(6.5) million, $(28.4) million and $5.9 million in 2012, 2011, 2010, 2009 and 2008, respectively.
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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•
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Pending Acquisition of Ameristar by Pinnacle Entertainment, Inc.
On December 20, 2012, Ameristar entered into the Merger Agreement with Pinnacle, pursuant to which Pinnacle will acquire all of the outstanding common shares of Ameristar for $26.50 per share in cash. The Merger is subject to customary closing conditions, receipt of required gaming regulatory and antitrust approvals, and approval by Ameristar’s stockholders. The transaction is expected to close in the second or third quarter of 2013.
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•
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Effect of Economic Conditions on Operations.
Over the last several years, the weak economic conditions have adversely impacted our business volumes and the amount our guests spend at our properties. We have implemented operating and marketing efficiencies and significantly redu
ced our cost structure in response to the weak economic conditions. These enhancements have improved our operating margins.
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•
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Ameristar Lake Charles.
On March 14, 2012, we entered into a definitive agreement to acquire all of the equity interests of Creative Casinos of Louisiana, L.L.C. (“Creative”). Creative, which we renamed Ameristar Casino Lake Charles, LLC, is the developer of a luxury casino resort in Lake Charles, Louisiana. This acquisition included the last remaining riverboat gaming license available in Louisiana under current law.
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•
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Springfield, Massachusetts.
In January 2012, we completed the purchase of a 40-acre site in Springfield, Massachusetts for approximately $16.9 million, with the intent to apply for the sole casino license for western Massachusetts and, if awarded, build a luxury hotel and entertainment resort. On November 30, 2012, following lengthy consideration of the potential benefits, risks, costs and uncertainties of the project, we announced the termination of our efforts to pursue this license. In the fourth quarter of 2012, we recorded an impairment charge of $8.6 million as a result of an appraisal performed to assess the fair market value of the land.
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•
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Estate Stock Repurchase and Debt Refinancing
. Following the execution of a binding letter agreement entered into on February 27, 2011, we entered into a definitive Stock Purchase Agreement on March 25, 2011 with the Estate of Craig H. Neilsen (the “Estate”), our then majority stockholder, to purchase 26,150,000 shares of our common stock held by the Estate at a purchase price of $17.50 per share, for an aggregate purchase price of $457.6 million (the “Repurchase Transaction”). The Repurchase Transaction was completed on April 19, 2011 and reduced our outstanding shares by approximately 45%.
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•
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April 2012 Debt Offering.
On April 26, 2012, we completed a private placement of $240.0 million principal amount of additional 7.50% Senior Notes due 2021 (the “Additional 2021 Notes”). The Additional 2021 Notes were issued under the same indenture as the $800.0 million principal amount of 7.50% Senior Notes due 2021 that we issued in April 2011. The Additional 2021 Notes were sold at a price of 103% of the principal amount, resulting in a yield to maturity of 6.88%. We received net proceeds from the sale of the Additional 2021 Notes of approximately $244.0 million. We used $236.0 million of the proceeds to repay all amounts outstanding under the revolving loan tranche of the Credit Facility (which amounts may be reborrowed from time to time) and the remaining proceeds for general corporate purposes.
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•
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Stock Repurchase Program
. On September 15, 2011, our Board of Directors approved the repurchase of up to $75 million of our common stock in a stock repurchase program. The program provides that we may repurchase the shares through September 30, 2014 in open market transactions or privately negotiated transactions at our discretion, subject to market conditions and other factors. During 2012, we repurchased approximately 0.7 million shares of our outstanding stock under the program for $11.5 million at an average price of $16.87 per share, exclusive of commissions paid. The Merger Agreement prohibits us from repurchasing additional shares without the consent of Pinnacle.
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•
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Debt and Interest Expense.
At December 31, 2012, total debt was $1.9 billion. Excluding the incurrence of and application of proceeds from the debt offering that took place in 2012, net debt repayments totaled $19.4 million during 2012. After applying the proceeds from the sale of the Additional 2021 Notes to the outstanding revolving loan facility, we had $496.0 million available for borrowing under the revolving loan facility.
|
•
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Ameristar Kansas City.
On February 3, 2012, a casino operator opened a land-based casino and entertainment facility at the Kansas Speedway, approximately 24 miles from Ameristar Kansas City. The increased competition contributed to expected declines in our property’s net revenues and operating income of 6.3% and 7.1%, respectively, from prior-year results.
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•
|
Ameristar East Chicago.
In the fourth quarter of 2009, INDOT closed the Cline Avenue highway bridge near our East Chicago property due to safety concerns. The bridge closure has adversely impacted access to our property and our business volumes. As a result, in the fourth quarter of 2009 we recorded a non-cash impairment charge of $111.7 million ($66.2 million on an after-tax basis) for the impairment of goodwill related to our East Chicago property acquisition. During the second quarter of 2010, we recorded another non-cash charge of $56.0 million ($33.2 million on an after-tax basis) for the impairment of goodwill and the gaming license.
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•
|
Ameristar St. Charles.
In connection with a major renovation of the westbound span of the Blanchette Bridge, which carries Interstate 70 over the Missouri River near Ameristar St. Charles, this span was closed beginning in early November 2012 and is expected to reopen in fall 2013. While construction is ongoing, the westbound span of the bridge is closed for up to one year and westbound traffic is being diverted to the eastbound span, reducing it from 10 lanes to six lanes. The project creates an inconvenience for our guests of Ameristar St. Charles, which will continue until the bridge construction is completed.
|
•
|
Ameristar Black Hawk.
Our Black Hawk property continued to show improvement throughout 2012 resulting from our efficient operating model. Net revenues and operating income increased year-over-year in 2012 by 4.6% and 8.4%, respectively, compared to 2011. The property also increased its 2012 annual market share on a year-over-year basis from 27.3% to 28.0%.
|
•
|
Jackpot Properties
. During 2012, our Jackpot properties’ results were adversely affected by a road repaving project on U.S. Highway 93 between Twin Falls, Idaho and Jackpot that concluded late in the third quarter and construction disruption relating to the renovation of 89 hotel rooms that was completed in late July 2012. These contributed to declines in the Jackpot properties’ net revenues and operating income of 4.8% and 15.2%, respectively, from prior-year results.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Consolidated Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
|
$
|
223,970
|
|
|
$
|
253,349
|
|
|
$
|
218,327
|
|
Net cash used in investing activities
|
|
$
|
(180,824
|
)
|
|
$
|
(52,283
|
)
|
|
$
|
(69,506
|
)
|
Net cash used in financing activities
|
|
$
|
(39,473
|
)
|
|
$
|
(186,533
|
)
|
|
$
|
(174,128
|
)
|
Net Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Ameristar St. Charles
|
|
$
|
268,928
|
|
|
$
|
269,759
|
|
|
$
|
267,139
|
|
Ameristar Kansas City
|
|
211,791
|
|
|
226,054
|
|
|
223,404
|
|
|||
Ameristar Council Bluffs
|
|
166,003
|
|
|
164,523
|
|
|
154,468
|
|
|||
Ameristar Black Hawk
|
|
160,212
|
|
|
153,203
|
|
|
152,254
|
|
|||
Ameristar Vicksburg
|
|
119,766
|
|
|
118,094
|
|
|
114,516
|
|
|||
Ameristar East Chicago
|
|
210,482
|
|
|
221,893
|
|
|
216,514
|
|
|||
Jackpot Properties
|
|
58,039
|
|
|
60,980
|
|
|
60,987
|
|
|||
Consolidated net revenues
|
|
$
|
1,195,221
|
|
|
$
|
1,214,506
|
|
|
$
|
1,189,282
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
|||
Ameristar St. Charles
|
|
$
|
68,163
|
|
|
$
|
68,908
|
|
|
$
|
59,658
|
|
Ameristar Kansas City
|
|
61,400
|
|
|
66,088
|
|
|
59,134
|
|
|||
Ameristar Council Bluffs
|
|
60,635
|
|
|
57,962
|
|
|
47,027
|
|
|||
Ameristar Black Hawk
|
|
40,733
|
|
|
37,562
|
|
|
33,060
|
|
|||
Ameristar Vicksburg
|
|
39,719
|
|
|
38,365
|
|
|
33,528
|
|
|||
Ameristar East Chicago
(1)
|
|
21,100
|
|
|
22,445
|
|
|
(41,874
|
)
|
|||
Jackpot Properties
|
|
11,567
|
|
|
13,642
|
|
|
11,526
|
|
|||
Corporate and other
|
|
(85,157
|
)
|
|
(77,723
|
)
|
|
(61,981
|
)
|
|||
Consolidated operating income
(1)
|
|
$
|
218,160
|
|
|
$
|
227,249
|
|
|
$
|
140,078
|
|
Operating Income (Loss) Margins
(2)
:
|
|
|
|
|
|
|
|
|
|
|||
Ameristar St. Charles
|
|
25.3
|
%
|
|
25.5
|
%
|
|
22.3
|
%
|
|||
Ameristar Kansas City
|
|
29.0
|
%
|
|
29.2
|
%
|
|
26.5
|
%
|
|||
Ameristar Council Bluffs
|
|
36.5
|
%
|
|
35.2
|
%
|
|
30.4
|
%
|
|||
Ameristar Black Hawk
|
|
25.4
|
%
|
|
24.5
|
%
|
|
21.7
|
%
|
|||
Ameristar Vicksburg
|
|
33.2
|
%
|
|
32.5
|
%
|
|
29.3
|
%
|
|||
Ameristar East Chicago
(1)
|
|
10.0
|
%
|
|
10.1
|
%
|
|
(19.3
|
)%
|
|||
Jackpot Properties
|
|
19.9
|
%
|
|
22.4
|
%
|
|
18.9
|
%
|
|||
Consolidated operating income margin
(1)
|
|
18.3
|
%
|
|
18.7
|
%
|
|
11.8
|
%
|
(1)
|
For the year ended December 31, 2010, operating income (loss) and operating income (loss) margin were adversely impacted by $56.0 million in impairment charges related to Ameristar East Chicago’s intangible assets.
|
(2)
|
Operating income (loss) margin is operating income (loss) as a percentage of net revenues.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands)
|
||||||||||
Casino Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Slots
|
|
$
|
1,093,771
|
|
|
$
|
1,106,849
|
|
|
$
|
1,103,711
|
|
Table games
|
|
135,187
|
|
|
141,767
|
|
|
143,323
|
|
|||
Casino revenues
|
|
1,228,958
|
|
|
1,248,616
|
|
|
1,247,034
|
|
|||
Non-Casino Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Food and beverage
|
|
139,565
|
|
|
138,192
|
|
|
134,854
|
|
|||
Rooms
|
|
77,698
|
|
|
77,870
|
|
|
79,403
|
|
|||
Other
|
|
27,957
|
|
|
28,905
|
|
|
30,559
|
|
|||
Non-casino revenues
|
|
245,220
|
|
|
244,967
|
|
|
244,816
|
|
|||
|
|
1,474,178
|
|
|
1,493,583
|
|
|
1,491,850
|
|
|||
Less: Promotional Allowances
|
|
(278,957
|
)
|
|
(279,077
|
)
|
|
(302,568
|
)
|
|||
Total Net Revenues
|
|
$
|
1,195,221
|
|
|
$
|
1,214,506
|
|
|
$
|
1,189,282
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Dollars in thousands)
|
||||||
Interest cost
|
|
$
|
116,088
|
|
|
$
|
107,101
|
|
Less: Capitalized interest
|
|
(1,348
|
)
|
|
(478
|
)
|
||
Interest expense, net
|
|
$
|
114,740
|
|
|
$
|
106,623
|
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
101,162
|
|
|
$
|
97,482
|
|
Weighted-average total debt balance outstanding
|
|
$
|
1,927,212
|
|
|
$
|
1,855,151
|
|
Weighted-average interest rate
|
|
5.9
|
%
|
|
5.8
|
%
|
|
|
Years Ended December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(Dollars in thousands)
|
||||||
Interest cost
|
|
$
|
107,101
|
|
|
$
|
121,917
|
|
Less: Capitalized interest
|
|
(478
|
)
|
|
(684
|
)
|
||
Interest expense, net
|
|
$
|
106,623
|
|
|
$
|
121,233
|
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
97,482
|
|
|
$
|
118,149
|
|
Weighted-average total debt balance outstanding
|
|
$
|
1,855,151
|
|
|
$
|
1,623,114
|
|
Weighted-average interest rate
|
|
5.8
|
%
|
|
7.4
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
223,970
|
|
|
$
|
253,349
|
|
|
$
|
218,327
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(133,137
|
)
|
|
(82,629
|
)
|
|
(58,396
|
)
|
|||
Net cash paid for Louisiana acquisition
|
|
(33,218
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in construction contracts payable
|
|
12,947
|
|
|
926
|
|
|
(6,489
|
)
|
|||
Proceeds from sale of assets
|
|
523
|
|
|
309
|
|
|
405
|
|
|||
(Increase) decrease in restricted cash
|
|
(29,670
|
)
|
|
—
|
|
|
500
|
|
|||
Decrease (increase) in deposits and other non-current assets
|
|
1,731
|
|
|
29,111
|
|
|
(5,526
|
)
|
|||
Net cash used in investing activities
|
|
(180,824
|
)
|
|
(52,283
|
)
|
|
(69,506
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of long-term debt and other borrowings
|
|
290,200
|
|
|
2,074,250
|
|
|
12,000
|
|
|||
Principal payments of debt
|
|
(298,416
|
)
|
|
(1,753,835
|
)
|
|
(161,794
|
)
|
|||
Debt issuance and amendment costs
|
|
(4,988
|
)
|
|
(30,799
|
)
|
|
(133
|
)
|
|||
Cash dividends paid
|
|
(16,448
|
)
|
|
(16,419
|
)
|
|
(24,389
|
)
|
|||
Proceeds from stock option exercises and restricted share issuances
|
|
4,689
|
|
|
7,274
|
|
|
2,238
|
|
|||
Purchases of treasury stock
|
|
(14,585
|
)
|
|
(467,002
|
)
|
|
(1,638
|
)
|
|||
Tax effect from stock-based arrangements
|
|
75
|
|
|
(2
|
)
|
|
(412
|
)
|
|||
Net cash used in financing activities
|
|
(39,473
|
)
|
|
(186,533
|
)
|
|
(174,128
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
$
|
3,673
|
|
|
$
|
14,533
|
|
|
$
|
(25,307
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations:
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
After 2017
|
|
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Estimated principal payments of long-term debt
|
|
$
|
37,047
|
|
|
$
|
145,025
|
|
|
$
|
44,015
|
|
|
$
|
1,692,818
|
|
|
$
|
1,918,905
|
|
Estimated interest payments on long-term debt
(1)
|
|
113,995
|
|
|
264,790
|
|
|
258,259
|
|
|
416,690
|
|
|
1,053,734
|
|
|||||
Operating leases
|
|
4,368
|
|
|
8,989
|
|
|
4,218
|
|
|
8,632
|
|
|
26,207
|
|
|||||
Equipment contracts
|
|
6,520
|
|
|
4,041
|
|
|
—
|
|
|
—
|
|
|
10,561
|
|
|||||
Construction contracts
|
|
157,899
|
|
|
103,949
|
|
|
—
|
|
|
—
|
|
|
261,848
|
|
|||||
Total
|
|
$
|
319,829
|
|
|
$
|
526,794
|
|
|
$
|
306,492
|
|
|
$
|
2,118,140
|
|
|
$
|
3,271,255
|
|
(1)
|
Estimated interest payments on long-term debt are based on principal amounts outstanding after giving effect to projected debt principal payments and forecasted LIBOR rates for our senior credit facility.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Management’s Annual Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm
|
(c)
|
Changes in Internal Control over Financial Reporting
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
Exhibit
|
|
|
|
Number
|
Description of Exhibit
|
|
Method of Filing
|
2.1
|
Membership Interest Purchase Agreement, dated as of March 14, 2012, among Creative Casinos of Louisiana, L.L.C. (now known as Ameristar Casino Lake Charles, LLC) (“Creative”), Creative Casinos, LLC and ACI (without schedules)
|
|
Incorporated by reference to Exhibit 2.1 to ACI’s Current Report on Form 8-K filed on March 16, 2012.
|
2.2
|
Agreement and Plan of Merger, dated as of December 20, 2012, among ACI, Pinnacle, HoldCo and Merger Sub (without schedules)
|
|
Incorporated by reference to Exhibit 2.1 to ACI’s Current Report on Form 8-K filed on December 21, 2012.
|
2.3
|
First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, by and among ACI, Pinnacle, HoldCo and Merger Sub
|
|
Incorporated by reference to Exhibit 2.1 to ACI’s Current Report on Form 8-K filed on February 1, 2013.
|
3(i)(a)
|
Articles of Incorporation of ACI
|
|
Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed by ACI under the Securities Act of 1933, as amended (File No. 33-68936) (the “Form S-1”).
|
3(i)(b)
|
Certificate of Amendment to Articles of Incorporation of ACI
|
|
Incorporated by reference to Exhibit 3.1 to ACI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
|
3(i)(c)
|
Certificate of Change Pursuant to NRS 78.209
|
|
Incorporated by reference to Exhibit 3(i).1 to ACI’s Current Report on Form 8-K filed on June 8, 2005.
|
3(ii)
|
Amended and Restated Bylaws of ACI, effective April 27, 2012
|
|
Incorporated by reference to Exhibit 3(ii).1 to ACI’s Current Report on Form 8-K filed on April 30, 2012 (the “April 30, 2012 8-K”).
|
4.1
|
Specimen Common Stock Certificate
|
|
Incorporated by reference to Exhibit 4.4 to ACI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
|
Exhibit
|
|
|
|
Number
|
Description of Exhibit
|
|
Method of Filing
|
4.2
|
Credit Agreement, dated as of April 14, 2011, among ACI, the Lenders party thereto from time to time, Wells Fargo Bank, National Association, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J. P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Commerzbank AG, New York and Grand Cayman Branches and US Bank National Association, as Co-Documentation Agents, and Deutsche Bank Trust Company Americas, as Administrative Agent (“DBTCA”) (without exhibits)
|
|
Incorporated by reference to Exhibit 4.2 to ACI’s Current Report on Form 8-K filed on April 19, 2011 (the “April 19, 2011 8-K”).
|
4.3
|
First Amendment to Credit Agreement, dated as of April 16, 2012, among ACI, the lenders party thereto and DBTCA
|
|
Incorporated by reference to Exhibit 4.1 to ACI’s Current Report on Form 8-K filed on April 17, 2012.
|
4.4
|
Indenture, dated as of April 14, 2011, among ACI, the Guarantors named therein and Wilmington Trust FSB, as trustee
|
|
Incorporated by reference to Exhibit 4.1 to the April 19, 2011 8-K.
|
4.5
|
Supplemental Indenture, dated as of February 23, 2012, among Ameristar Casino Springfield, LLC, the other Guarantors party thereto, ACI and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (”Wilmington Trust”)
|
|
Incorporated by reference to Exhibit 4.2 to ACI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the “March 2012 10-Q”).
|
4.6
|
Second Supplemental Indenture, dated as of April 26, 2012, among ACI, the guarantors named therein and Wilmington Trust
|
|
Incorporated by reference to Exhibit 4.1 to the April 30, 2012 8-K.
|
4.7
|
Third Supplemental Indenture, dated as of July 18, 2012, among Ameristar Lake Charles Holdings, LLC, Creative, the other Gurantors party thereto, ACI and Wilmington Trust
|
|
Incorporated by reference to Exhibit 4.1 to ACI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the “June 2012 10-Q”).
|
*10.1(a)
|
Employment Agreement, dated November 15, 1993, between ACI and Thomas M. Steinbauer
|
|
Incorporated by reference to Exhibit 10.1(a) to ACI’s Annual Report on Form 10-K for the year ended December 31, 1994.
|
*10.1(b)
|
Amendment No. 1 to Employment Agreement, dated as of October 5, 2001, between ACI and Thomas M. Steinbauer
|
|
Incorporated by reference to Exhibit 10.2 to ACI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
|
*10.1(c)
|
Amendment No. 2 to Employment Agreement, dated as of August 15, 2002, between ACI and Thomas M. Steinbauer
|
|
Incorporated by reference to Exhibit 10.2 to ACI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (the “September 2002 10-Q”).
|
*10.1(d)
|
Amendment No. 3 to Employment Agreement, dated as of November 7, 2008, between ACI and Thomas M. Steinbauer
|
|
Incorporated by reference to Exhibit 10.1(d) to the 2008 10-K.
|
*10.1(e)
|
Amendment Number 4 to Employment Agreement, dated as of October 28, 2011, between ACI and Thomas M. Steinbauer
|
|
Incorporated by reference to Exhibit 10.1(e) to ACI’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 10-K”).
|
*10.1(f)
|
Amended and Restated Executive Employment Agreement, dated as of March 11, 2002, between ACI and Gordon R. Kanofsky
|
|
Incorporated by reference to Exhibit 10.1(c) to ACI’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 10-K”).
|
*10.1(g)
|
Amendment to Amended and Restated Executive Employment Agreement, dated as of August 16, 2002, between ACI and Gordon R. Kanofsky
|
|
Incorporated by reference to Exhibit 10.3 to the September 2002 10-Q.
|
*10.1(h)
|
Amendment Number 2 to Amended and Restated Executive Employment Agreement, dated as of May 31, 2008, between ACI and Gordon R. Kanofsky
|
|
Incorporated by reference to Exhibit 10.2 to ACI’s Current Report on Form 8-K filed on June 2, 2008 (the “June 2008 8-K”).
|
*10.1(i)
|
Amendment Number 3 to Amended and Restated Executive Employment Agreement, dated as of October 28, 2011, between ACI and Gordon R. Kanofsky
|
|
Incorporated by reference to Exhibit 10.1(i) to the 2011 10-K.
|
*10.1(j)
|
Executive Employment Agreement, dated as of March 13, 2002, between ACI and Peter C. Walsh
|
|
Incorporated by reference to Exhibit 10.1(d) to the 2001 10-K.
|
Exhibit
|
|
|
|
Number
|
Description of Exhibit
|
|
Method of Filing
|
*10.1(k)
|
Amendment to Executive Employment Agreement, dated as of August 16, 2002, between ACI and Peter C. Walsh
|
|
Incorporated by reference to Exhibit 10.4 to the September 2002 10-Q.
|
*10.1(l)
|
Amendment Number 2 to Executive Employment Agreement, dated as of May 31, 2008, between ACI and Peter C. Walsh
|
|
Incorporated by reference to Exhibit 10.4 to the June 2008 8-K.
|
*10.1(m)
|
Amendment Number 3 to Executive Employment Agreement, dated as of October 28, 2011, between ACI and Peter C. Walsh
|
|
Incorporated by reference to Exhibit 10.1(m) to the 2011 10-K.
|
*10.1(n)
|
Executive Employment Agreement, dated as of May 31, 2008, between ACI and Larry A. Hodges
|
|
Incorporated by reference to Exhibit 10.3 to the June 2008 8-K.
|
*10.1(o)
|
Amendment to Executive Employment Agreement, dated as of October 28, 2011, between ACI and Larry A. Hodges
|
|
Incorporated by reference to Exhibit 10.1(p) to the 2011 10-K.
|
*10.2
|
Separation Agreement, dated as of April 25, 2011, between ACI and Ray H. Neilsen
|
|
Incorporated by reference to Exhibit 10.1 to ACI’s Current Report on Form 8-K filed on April 28, 2011.
|
*10.3
|
Ameristar Casinos, Inc. 1999 Stock Incentive Plan, amended and restated December 15, 2007
|
|
Incorporated by reference to Exhibit 10.3 to ACI’s Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 10-K”).
|
*10.4
|
Form of Non-Qualified Stock Option Agreement under Ameristar Casinos, Inc. 1999 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.3 to the 2008 10-K.
|
*10.5
|
Ameristar Casinos, Inc. 2002 Non-Employee Directors’ Stock Election Plan
|
|
Incorporated by reference to Appendix A to ACI’s definitive Proxy Statement for its 2002 Annual Meeting of Stockholders, filed under cover of Schedule 14A on April 30, 2002.
|
*10.6
|
Form of Indemnification Agreement between ACI and each of its directors and executive officers and its principal accounting officer
|
|
Incorporated by reference to Exhibit 10.33 to Amendment No. 2 to the Form S-1.
|
*10.7
|
Form of Restricted Stock Unit Agreement under Ameristar Casinos, Inc. 1999 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.7 to the 2007 10-K.
|
10.8
|
Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated as of November 18, 2004, between Iowa West Racing Association and ACCBI (the “Iowa West Agreement”)
|
|
Incorporated by reference to Exhibit 10.9 to ACI’s Annual Report on Form 10-K for the year ended December 31, 2004.
|
10.9
|
Settlement, Use and Management Agreement and DNR Permit, dated May 15, 1995, between the State of Iowa acting through the Iowa Department of Natural Resources and ACCBI as assignee of Koch Fuels, Inc.
|
|
Incorporated by reference to Exhibits 10.12 and 99.1 to ACI’s Annual Report on Form 10-K for the year ended December 31, 1996.
|
*10.10
|
Ameristar Casinos, Inc. Performance-Based Annual Bonus Plan
|
|
Incorporated by reference to Appendix A to ACI’s definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, filed under cover of Schedule 14A on April 30, 2012.
|
Exhibit
|
|
|
|
Number
|
Description of Exhibit
|
|
Method of Filing
|
10.11
|
Redevelopment Project Lease, dated as of October 19, 1995, between the City of East Chicago, Indiana (the “City”) and Showboat Marina Partnership (“SMP”), as subsequently amended and assigned by Lease Assignment and Assumption Agreement, dated as of March 28, 1996, between SMP and Showboat Marina Casino Partnership (“SMCP”); Acknowledgement of Commencement Date of Redevelopment Project Lease and Notice of Election to Take Possession of Leased Premises, dated as of March 28, 1996, between the City and SMCP; First Amendment to Redevelopment Project Lease, dated as of March 28, 1996, between the City and SMCP; Second Amendment to Redevelopment Project Lease, dated as of January 20, 1999, between the City and SMCP; Assignment and Assumption of Lease, dated as of April 26, 2005, between SMCP and RIH Acquisitions IN, LLC (now known as Ameristar Casino East Chicago, LLC) (”RIH”); Assignment and Assumption of Lease, dated as of October 25, 2006, between RIH and RIH Propco IN, LLC; and Memorandum of Merger of Leasehold Interests, dated as of September 18, 2007, between RIH and the City
|
|
Incorporated by reference to Exhibit 10.3 to ACI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
|
10.12
|
Modified Local Development Agreement with Ameristar Casino East Chicago, LLC, effective June 3, 2011
|
|
Incorporated by reference to Exhibit 10.1 to ACI’s Current Report on Form 8-K filed on June 7, 2011.
|
*10.13
|
Ameristar Casinos, Inc. Change in Control Severance Plan, amended and restated October 28, 2011
|
|
Incorporated by reference to Exhibit 10.15 to the 2011 10-K.
|
*10.14
|
Ameristar Casinos, Inc. Change in Control Severance Plan for Director-Level Employees, amended and restated October 28, 2011
|
|
Incorporated by reference to Exhibit 10.16 to the 2011 10-K.
|
*10.15
|
Ameristar Casinos, Inc. 2009 Stock Incentive Plan, amended and restated February 15, 2012
|
|
Incorporated by reference to Exhibit 10.17 to the 2011 10-K.
|
*10.16
|
Form of Non-Qualified Stock Option Agreement with executive officers under Ameristar Casinos, Inc. 2009 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.18 to the 2011 10-K.
|
*10.17
|
Form of Restricted Stock Unit Agreement with executive officers under Ameristar Casinos, Inc. 2009 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.19 to the 2011 10-K.
|
*10.18
|
Amendment to Non-Qualified Stock Option Agreement, dated as of October 28, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees
|
|
Incorporated by reference to Exhibit 10.20 to the 2011 10-K.
|
*10.19
|
Second Amendment to Non-Qualified Stock Option Agreement, dated as of November 10, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees
|
|
Incorporated by reference to Exhibit 10.21 to the 2011 10-K.
|
*10.20
|
Amendment to Restricted Stock Unit Agreement, dated as of October 28, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees
|
|
Incorporated by reference to Exhibit 10.22 to the 2011 10-K.
|
*10.21
|
Second Amendment to Restricted Stock Unit Agreement, dated as of November 10, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees
|
|
Incorporated by reference to Exhibit 10.23 to the 2011 10-K.
|
*10.22
|
Amendment to Non-Qualified Stock Option Agreement, dated as of October 28, 2011, between ACI and each non-employee director of ACI
|
|
Incorporated by reference to Exhibit 10.24 to the 2011 10-K.
|
*10.23
|
Amendment to Restricted Stock Unit Agreement, dated as of October 28, 2011, between ACI and each non-employee director of ACI
|
|
Incorporated by reference to Exhibit 10.25 to the 2011 10-K.
|
Exhibit
|
|
|
|
Number
|
Description of Exhibit
|
|
Method of Filing
|
*10.24
|
Form of Non-Qualified Stock Option Agreement, dated November 21, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees with respect to performance-vested options (Tranche 1)
|
|
Incorporated by reference to Exhibit 10.26 to the 2011 10-K.
|
*10.25
|
Form of Non-Qualified Stock Option Agreement, dated November 21, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees with respect to performance-vested options (Tranche 2)
|
|
Incorporated by reference to Exhibit 10.27 to the 2011 10-K.
|
*10.26
|
Form of Non-Qualified Stock Option Agreement, dated November 21, 2011, between ACI and each of Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Peter C. Walsh and certain other employees with respect to performance-vested options (Tranche 3)
|
|
Incorporated by reference to Exhibit 10.28 to the 2011 10-K.
|
*10.27
|
Form of Non-Qualified Stock Option Agreement with non-employee directors under Ameristar Casinos, Inc. 2009 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 to the March 2012 10-Q.
|
*10.28
|
Form of Restricted Stock Unit Agreement with non-employee directors under Ameristar Casinos, Inc. 2009 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.2 to the March 2012 10-Q.
|
10.29
|
Amendment to the Iowa West Agreement, dated February 16, 2010, between Iowa West Racing Association and ACCBI
|
|
Incorporated by reference to Exhibit 10.21 to ACI’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 10-K”).
|
*10.30
|
Restricted Stock Unit Agreement, dated January 29, 2010, between ACI and Gordon R. Kanofsky (the “January 2010 RSU Agreement”)
|
|
Incorporated by reference to Exhibit 10.22 to the 2009 10-K.
|
*10.31
|
Amendment to the January 2010 RSU Agreement, dated as of October 28, 2011, between ACI and Gordon R. Kanofsky
|
|
Incorporated by reference to Exhibit 10.31 to the 2011 10-K.
|
10.32
|
Stock Purchase Agreement, dated as of March 25, 2011, between ACI and the Estate of Craig H. Neilsen (the “Stock Purchase Agreement”)
|
|
Incorporated by reference to Exhibit 10.1 to ACI’s Current Report on Form 8-K filed on March 28, 2011 (the “March 2011 8-K”).
|
10.33
|
Annex A to the Stock Purchase Agreement
|
|
Incorporated by reference to Exhibit 10.2 to the March 2011 8-K.
|
10.34
|
Head Tax Sharing Agreement, dated November 28, 2011, among the Lake Charles Harbor & Terminal District (the “District”), the City of Lake Charles, Louisiana, the Calcasieu Parish Police Jury and Creative, joined by the Calcasieu Parish School Board, McNeese State University and Sowela Technical Community College
|
|
Incorporated by reference to Exhibit 10.1 to the June 2012 10-Q.
|
10.35
|
Ground Lease Agreement, dated as of July 18, 2012, between Creative and the District (without Exhibit 1-A)
|
|
Incorporated by reference to Exhibit 10.2 to the June 2012 10-Q.
|
21
|
Subsidiaries of ACI
|
|
Filed electronically herewith.
|
23
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed electronically herewith.
|
31.1
|
Certification of Gordon R. Kanofsky, Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed electronically herewith.
|
31.2
|
Certification of Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial Officer and Treasurer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed electronically herewith.
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed electronically herewith.
|
Exhibit
|
|
|
|
Number
|
Description of Exhibit
|
|
Method of Filing
|
99
|
Agreement of ACI, dated as of February 28, 2012, to furnish the Securities and Exchange Commission certain instruments defining the rights of holders of certain long-term debt
|
|
Incorporated by reference to Exhibit 99 to the 2011 10-K.
|
101†
|
The following information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets as of December 31, 2012 and 2011; (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2012, 2011 and 2010; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010; and (vi) Notes to Consolidated Financial Statements
|
|
Furnished electronically herewith.
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
†
|
This exhibit is furnished and is not filed or made a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for the purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under those sections.
|
|
AMERISTAR CASINOS, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
February 28, 2013
|
By:
|
/s/ Gordon R. Kanofsky
|
|
|
Gordon R. Kanofsky
|
|
|
Chief Executive Officer
|
Signature
|
|
Name and Title
|
|
Date
|
|
|
|
|
|
/s/ Gordon R. Kanofsky
|
|
Gordon R. Kanofsky, Chief Executive Officer and Director
|
|
February 28, 2013
|
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Thomas M. Steinbauer
|
|
Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial
|
|
February 28, 2013
|
|
|
Officer, Treasurer and Director (principal financial and accounting officer)
|
|
|
|
|
|
|
|
/s/ Larry A. Hodges
|
|
Larry A. Hodges, President, Chief Operating Officer and Director
|
|
February 28, 2013
|
|
|
|
|
|
/s/ Luther P. Cochrane
|
|
Luther P. Cochrane, Chairman of the Board and Director
|
|
February 28, 2013
|
|
|
|
|
|
/s/ Carl Brooks
|
|
Carl Brooks, Director
|
|
February 28, 2013
|
|
|
|
|
|
/s/ Leslie Nathanson Juris
|
|
Leslie Nathanson Juris, Director
|
|
February 28, 2013
|
|
|
|
|
|
/s/ J. William Richardson
|
|
J. William Richardson, Director
|
|
February 28, 2013
|
/s/ Gordon R. Kanofsky
|
|
/s/ Thomas M. Steinbauer
|
|
|
|
Gordon R. Kanofsky
|
|
Thomas M. Steinbauer
|
Chief Executive Officer
|
|
Senior Vice President of Finance, Chief Financial Officer and Treasurer
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Amounts in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
89,392
|
|
|
$
|
85,719
|
|
Restricted cash
|
|
6,581
|
|
|
5,925
|
|
||
Accounts receivable, net
|
|
4,821
|
|
|
5,401
|
|
||
Income tax refunds receivable
|
|
6,213
|
|
|
1,718
|
|
||
Inventories
|
|
5,894
|
|
|
6,577
|
|
||
Prepaid expenses and other current assets
|
|
12,927
|
|
|
27,146
|
|
||
Deferred income taxes
|
|
10,348
|
|
|
15,289
|
|
||
Total current assets
|
|
136,176
|
|
|
147,775
|
|
||
Property and Equipment, net:
|
|
|
|
|
|
|
||
Buildings and improvements
|
|
1,946,051
|
|
|
1,922,422
|
|
||
Furniture, fixtures and equipment
|
|
603,571
|
|
|
610,934
|
|
||
|
|
2,549,622
|
|
|
2,533,356
|
|
||
Less: accumulated depreciation and amortization
|
|
(976,629
|
)
|
|
(928,197
|
)
|
||
|
|
1,572,993
|
|
|
1,605,159
|
|
||
Land
|
|
91,715
|
|
|
83,403
|
|
||
Construction in progress
|
|
76,815
|
|
|
33,935
|
|
||
Total property and equipment, net
|
|
1,741,523
|
|
|
1,722,497
|
|
||
Goodwill
|
|
69,769
|
|
|
70,973
|
|
||
Other intangible assets
|
|
42,400
|
|
|
12,600
|
|
||
Deposits and other assets
|
|
84,406
|
|
|
58,194
|
|
||
TOTAL ASSETS
|
|
$
|
2,074,274
|
|
|
$
|
2,012,039
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
23,349
|
|
|
$
|
33,665
|
|
Construction contracts payable
|
|
16,130
|
|
|
3,183
|
|
||
Accrued liabilities
|
|
117,073
|
|
|
120,788
|
|
||
Current maturities of long-term debt
|
|
37,047
|
|
|
23,132
|
|
||
Total current liabilities
|
|
193,599
|
|
|
180,768
|
|
||
Long-term debt, net of current maturities
|
|
1,880,932
|
|
|
1,902,932
|
|
||
Deferred income taxes
|
|
18,786
|
|
|
15,058
|
|
||
Other long-term liabilities
|
|
3,216
|
|
|
3,859
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Stockholders’ Deficit:
|
|
|
|
|
|
|
||
Preferred stock, $.01 par value: Authorized — 30,000,000 shares; Issued — none
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value: Authorized — 120,000,000 shares; Issued — 61,366,859 and 60,373,085 shares; Outstanding — 32,897,642 and 32,768,825 shares
|
|
614
|
|
|
604
|
|
||
Additional paid-in capital
|
|
333,338
|
|
|
310,331
|
|
||
Treasury stock, at cost (28,469,217 and 27,604,260 shares)
|
|
(501,815
|
)
|
|
(487,230
|
)
|
||
Retained earnings
|
|
145,604
|
|
|
85,717
|
|
||
Total stockholders’ deficit
|
|
(22,259
|
)
|
|
(90,578
|
)
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
2,074,274
|
|
|
$
|
2,012,039
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands, except per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Casino
|
|
$
|
1,228,958
|
|
|
$
|
1,248,616
|
|
|
$
|
1,247,034
|
|
Food and beverage
|
|
139,565
|
|
|
138,192
|
|
|
134,854
|
|
|||
Rooms
|
|
77,698
|
|
|
77,870
|
|
|
79,403
|
|
|||
Other
|
|
27,957
|
|
|
28,905
|
|
|
30,559
|
|
|||
|
|
1,474,178
|
|
|
1,493,583
|
|
|
1,491,850
|
|
|||
Less: Promotional allowances
|
|
(278,957
|
)
|
|
(279,077
|
)
|
|
(302,568
|
)
|
|||
Net revenues
|
|
1,195,221
|
|
|
1,214,506
|
|
|
1,189,282
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Casino
|
|
537,862
|
|
|
545,709
|
|
|
556,911
|
|
|||
Food and beverage
|
|
53,634
|
|
|
57,346
|
|
|
60,878
|
|
|||
Rooms
|
|
8,121
|
|
|
8,270
|
|
|
8,281
|
|
|||
Other
|
|
9,761
|
|
|
10,659
|
|
|
12,392
|
|
|||
Selling, general and administrative
|
|
251,395
|
|
|
259,151
|
|
|
244,964
|
|
|||
Depreciation and amortization
|
|
106,317
|
|
|
105,922
|
|
|
109,070
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
21,438
|
|
|||
Impairment of other intangible assets
|
|
—
|
|
|
—
|
|
|
34,791
|
|
|||
Impairment of fixed assets
|
|
9,563
|
|
|
245
|
|
|
224
|
|
|||
Net loss (gain) on disposition of assets
|
|
408
|
|
|
(45
|
)
|
|
255
|
|
|||
Total operating expenses
|
|
977,061
|
|
|
987,257
|
|
|
1,049,204
|
|
|||
Income from operations
|
|
218,160
|
|
|
227,249
|
|
|
140,078
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
44
|
|
|
15
|
|
|
452
|
|
|||
Interest expense, net of capitalized interest
|
|
(114,740
|
)
|
|
(106,623
|
)
|
|
(121,233
|
)
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
(85,311
|
)
|
|
—
|
|
|||
Other
|
|
835
|
|
|
(784
|
)
|
|
1,463
|
|
|||
Income Before Income Tax Provision
|
|
104,299
|
|
|
34,546
|
|
|
20,760
|
|
|||
Income tax provision
|
|
27,964
|
|
|
27,752
|
|
|
12,130
|
|
|||
Net Income
|
|
$
|
76,335
|
|
|
$
|
6,794
|
|
|
$
|
8,630
|
|
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
2.32
|
|
|
$
|
0.17
|
|
|
$
|
0.15
|
|
Diluted
|
|
$
|
2.26
|
|
|
$
|
0.17
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
||||||
Weighted-Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
32,906
|
|
|
40,242
|
|
|
58,025
|
|
|||
Diluted
|
|
33,743
|
|
|
41,136
|
|
|
58,818
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands)
|
||||||||||
Net income
|
|
$
|
76,335
|
|
|
$
|
6,794
|
|
|
$
|
8,630
|
|
Change in fair value of interest rate swap agreements, net of tax
|
|
—
|
|
|
—
|
|
|
16,274
|
|
|||
Total Comprehensive Income
|
|
$
|
76,335
|
|
|
$
|
6,794
|
|
|
$
|
24,904
|
|
|
Capital Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Number of
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Total
|
|||||||||||||
|
(Amounts in thousands)
|
|||||||||||||||||||||||||
Balance, December 31, 2009
|
57,730
|
|
|
$
|
586
|
|
|
$
|
262,582
|
|
|
$
|
(16,274
|
)
|
|
$
|
(18,590
|
)
|
|
$
|
107,689
|
|
|
$
|
335,993
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,630
|
|
|
8,630
|
|
||||||
Change in fair value of interest rate swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
16,274
|
|
|
—
|
|
|
—
|
|
|
16,274
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,904
|
|
||||||
Exercise of stock options and issuance of restricted shares
|
659
|
|
|
6
|
|
|
2,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,238
|
|
||||||
Tax effect from stock-based arrangements
|
—
|
|
|
—
|
|
|
(412
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(412
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,389
|
)
|
|
(24,389
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
14,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,324
|
|
||||||
Purchases of treasury stock
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,638
|
)
|
|
—
|
|
|
(1,638
|
)
|
||||||
Balance, December 31, 2010
|
58,288
|
|
|
592
|
|
|
278,726
|
|
|
—
|
|
|
(20,228
|
)
|
|
91,930
|
|
|
351,020
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,794
|
|
|
6,794
|
|
||||||
Progressive jackpot liability cumulative adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,412
|
|
|
3,412
|
|
||||||
Exercise of stock options and issuance of restricted shares
|
1,140
|
|
|
12
|
|
|
7,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,274
|
|
||||||
Tax effect from stock-based arrangements
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,419
|
)
|
|
(16,419
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
24,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,345
|
|
||||||
Purchases of treasury stock
|
(26,659
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467,002
|
)
|
|
—
|
|
|
(467,002
|
)
|
||||||
Balance, December 31, 2011
|
32,769
|
|
|
604
|
|
|
310,331
|
|
|
—
|
|
|
(487,230
|
)
|
|
85,717
|
|
|
(90,578
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,335
|
|
|
76,335
|
|
||||||
Exercise of stock options and issuance of restricted shares
|
994
|
|
|
10
|
|
|
4,679
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,689
|
|
||||||
Tax effect from stock-based arrangements
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,448
|
)
|
|
(16,448
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
18,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,253
|
|
||||||
Purchases of treasury stock
|
(865
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,585
|
)
|
|
—
|
|
|
(14,585
|
)
|
||||||
Balance, December 31, 2012
|
32,898
|
|
|
$
|
614
|
|
|
$
|
333,338
|
|
|
$
|
—
|
|
|
$
|
(501,815
|
)
|
|
$
|
145,604
|
|
|
$
|
(22,259
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands)
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
76,335
|
|
|
$
|
6,794
|
|
|
$
|
8,630
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
106,317
|
|
|
105,922
|
|
|
109,070
|
|
|||
Amortization of debt issuance costs, discounts and premium
|
|
5,485
|
|
|
6,290
|
|
|
10,203
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
85,311
|
|
|
—
|
|
|||
Stock-based compensation expense
|
|
18,253
|
|
|
24,345
|
|
|
14,324
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
21,438
|
|
|||
Impairment of other intangible assets
|
|
—
|
|
|
—
|
|
|
34,791
|
|
|||
Impairment of fixed assets
|
|
9,563
|
|
|
245
|
|
|
224
|
|
|||
Net loss (gain) on disposition of assets
|
|
408
|
|
|
(45
|
)
|
|
255
|
|
|||
Net change in deferred income taxes
|
|
9,230
|
|
|
32,987
|
|
|
2,894
|
|
|||
Excess tax benefit from stock option exercises
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in fair value of swap agreements
|
|
—
|
|
|
—
|
|
|
1,015
|
|
|||
Net change in deferred compensation liability
|
|
2,493
|
|
|
39
|
|
|
1,938
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
|
580
|
|
|
1,990
|
|
|
657
|
|
|||
Income tax refunds receivable
|
|
(4,495
|
)
|
|
1,577
|
|
|
14,109
|
|
|||
Inventories
|
|
683
|
|
|
581
|
|
|
577
|
|
|||
Prepaid expenses
|
|
309
|
|
|
191
|
|
|
645
|
|
|||
Accounts payable
|
|
(10,316
|
)
|
|
9,937
|
|
|
(6,636
|
)
|
|||
Income taxes payable
|
|
75
|
|
|
—
|
|
|
—
|
|
|||
Accrued liabilities
|
|
9,125
|
|
|
(22,815
|
)
|
|
4,193
|
|
|||
Net cash provided by operating activities
|
|
223,970
|
|
|
253,349
|
|
|
218,327
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(133,137
|
)
|
|
(82,629
|
)
|
|
(58,396
|
)
|
|||
Net cash paid for Louisiana acquisition
|
|
(33,218
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in construction contracts payable
|
|
12,947
|
|
|
926
|
|
|
(6,489
|
)
|
|||
Proceeds from sale of assets
|
|
523
|
|
|
309
|
|
|
405
|
|
|||
(Increase) decrease in restricted cash
|
|
(29,670
|
)
|
|
—
|
|
|
500
|
|
|||
Decrease (increase) in deposits and other non-current assets
|
|
1,731
|
|
|
29,111
|
|
|
(5,526
|
)
|
|||
Net cash used in investing activities
|
|
(180,824
|
)
|
|
(52,283
|
)
|
|
(69,506
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of long-term debt and other borrowings
|
|
290,200
|
|
|
2,074,250
|
|
|
12,000
|
|
|||
Principal payments of debt
|
|
(298,416
|
)
|
|
(1,753,835
|
)
|
|
(161,794
|
)
|
|||
Debt issuance and amendment costs
|
|
(4,988
|
)
|
|
(30,799
|
)
|
|
(133
|
)
|
|||
Cash dividends paid
|
|
(16,448
|
)
|
|
(16,419
|
)
|
|
(24,389
|
)
|
|||
Proceeds from stock option exercises and restricted share issuances
|
|
4,689
|
|
|
7,274
|
|
|
2,238
|
|
|||
Purchases of treasury stock
|
|
(14,585
|
)
|
|
(467,002
|
)
|
|
(1,638
|
)
|
|||
Tax effect from stock-based arrangements
|
|
75
|
|
|
(2
|
)
|
|
(412
|
)
|
|||
Net cash used in financing activities
|
|
(39,473
|
)
|
|
(186,533
|
)
|
|
(174,128
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
3,673
|
|
|
14,533
|
|
|
(25,307
|
)
|
|||
Cash and Cash Equivalents — Beginning of Year
|
|
85,719
|
|
|
71,186
|
|
|
96,493
|
|
|||
Cash and Cash Equivalents — End of Year
|
|
$
|
89,392
|
|
|
$
|
85,719
|
|
|
$
|
71,186
|
|
Supplemental Cash Flow Disclosures:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of amounts capitalized
|
|
$
|
101,162
|
|
|
$
|
97,482
|
|
|
$
|
118,149
|
|
Cash paid (received) for federal and state income taxes (net of refunds received)
|
|
$
|
23,071
|
|
|
$
|
(6,522
|
)
|
|
$
|
(3,144
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands)
|
||||||||||
Food and beverage
|
|
$
|
58,529
|
|
|
$
|
56,697
|
|
|
$
|
53,850
|
|
Rooms
|
|
20,261
|
|
|
20,190
|
|
|
20,979
|
|
|||
Entertainment
|
|
600
|
|
|
655
|
|
|
2,599
|
|
|||
Other
|
|
1,908
|
|
|
2,077
|
|
|
2,414
|
|
|||
|
|
$
|
81,298
|
|
|
$
|
79,619
|
|
|
$
|
79,842
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
|
(Amounts in thousands)
|
|||||||
Weighted-average number of shares outstanding-basic earnings per share
|
|
32,906
|
|
|
40,242
|
|
|
58,025
|
|
Dilutive effect of stock options and restricted stock units
|
|
837
|
|
|
894
|
|
|
793
|
|
Weighted-average number of shares outstanding-diluted earnings per share
|
|
33,743
|
|
|
41,136
|
|
|
58,818
|
|
|
|
2012
|
|
2011
|
||||
|
|
(Amounts in thousands)
|
||||||
Compensation and related benefits
|
|
$
|
27,691
|
|
|
$
|
30,336
|
|
Taxes other than state and federal income taxes
|
|
26,746
|
|
|
27,713
|
|
||
Progressive slot machine and related accruals
|
|
9,094
|
|
|
9,423
|
|
||
Players’ club rewards
|
|
17,368
|
|
|
16,038
|
|
||
Interest
|
|
22,134
|
|
|
14,041
|
|
||
Marketing and other accruals
|
|
14,040
|
|
|
23,237
|
|
||
|
|
$
|
117,073
|
|
|
$
|
120,788
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Amounts in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
27,042
|
|
|
$
|
(14,093
|
)
|
|
$
|
2,340
|
|
State
|
|
(8,952
|
)
|
|
9,825
|
|
|
7,795
|
|
|||
Total current
|
|
18,090
|
|
|
(4,268
|
)
|
|
10,135
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
13,250
|
|
|
23,428
|
|
|
1,640
|
|
|||
State
|
|
(4,580
|
)
|
|
7,388
|
|
|
(849
|
)
|
|||
Total deferred
|
|
8,670
|
|
|
30,816
|
|
|
791
|
|
|||
Tax benefit applied to reduce goodwill
|
|
1,204
|
|
|
1,204
|
|
|
1,204
|
|
|||
Total
|
|
$
|
27,964
|
|
|
$
|
27,752
|
|
|
$
|
12,130
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax expense, net of federal benefit
|
|
(10.8
|
)
|
|
40.1
|
|
|
19.7
|
|
Change in uncertain tax provisions
|
|
—
|
|
|
0.4
|
|
|
0.2
|
|
Nondeductible expenses for tax purposes
|
|
2.6
|
|
|
6.8
|
|
|
6.8
|
|
Tax credits
|
|
(0.4
|
)
|
|
(2.0
|
)
|
|
(3.8
|
)
|
Other
|
|
0.4
|
|
|
—
|
|
|
0.5
|
|
|
|
26.8
|
%
|
|
80.3
|
%
|
|
58.4
|
%
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Amounts in thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
|
||
Goodwill amortization
|
|
$
|
103,952
|
|
|
$
|
116,902
|
|
Net operating loss carryforwards
|
|
10,571
|
|
|
11,099
|
|
||
Deferred compensation
|
|
3,670
|
|
|
7,871
|
|
||
Accrued expenses
|
|
4,447
|
|
|
6,424
|
|
||
Stock-based compensation
|
|
20,529
|
|
|
16,444
|
|
||
Accrued vacation
|
|
1,751
|
|
|
2,109
|
|
||
Other
|
|
1,317
|
|
|
226
|
|
||
Total deferred income tax assets
|
|
146,237
|
|
|
161,075
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
|
||
Property and equipment
|
|
(152,384
|
)
|
|
(157,185
|
)
|
||
Prepaid insurance
|
|
(1,531
|
)
|
|
(1,489
|
)
|
||
Other
|
|
(760
|
)
|
|
(2,170
|
)
|
||
Total deferred income tax liabilities
|
|
(154,675
|
)
|
|
(160,844
|
)
|
||
Net deferred income tax (liabilities) assets
|
|
$
|
(8,438
|
)
|
|
$
|
231
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Amounts in thousands)
|
||||||
Balance at beginning of year
|
|
$
|
5,017
|
|
|
$
|
4,914
|
|
Increases for tax positions of the current year
|
|
345
|
|
|
551
|
|
||
Decreases for tax positions of the current year
|
|
(694
|
)
|
|
—
|
|
||
Increases for tax positions of prior years
|
|
149
|
|
|
143
|
|
||
Decreases for tax positions of prior years
|
|
(67
|
)
|
|
(34
|
)
|
||
Lapses of applicable statutes of limitations
|
|
(498
|
)
|
|
(557
|
)
|
||
Balance at end of year
|
|
$
|
4,252
|
|
|
$
|
5,017
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
|
(Amounts in thousands)
|
||||||
Senior credit facility, secured by first priority security interests in substantially all real and personal property assets of ACI and its subsidiaries, consisting of the following:
|
|
|
|
||||
Revolving loan facility, at variable interest (3.0% at December 31, 2011); principal due April 14, 2016
|
$
|
—
|
|
|
$
|
239,000
|
|
Term loan A facility, at variable interest (2.8% at December 31, 2012 and 3.0% at December 31, 2011); principal due April 14, 2016 subject to certain amortization requirements
|
192,500
|
|
|
200,000
|
|
||
Term loan B facility, at variable interest (4.0% at December 31, 2012 and 2011); principal due April 14, 2018 subject to certain amortization requirements (net of $1,368 and $1,594 discount at December 31, 2012 and 2011, respectively)
|
684,937
|
|
|
693,156
|
|
||
Senior notes, unsecured, 7.5% fixed interest, payable semi-annually on April 15 and October 15, principal due April 15, 2021 (net of $442 net premium at December 31, 2012 and $6,664 discount at December 31, 2011)
|
1,040,442
|
|
|
793,336
|
|
||
Senior notes, unsecured, 9.25% fixed interest, payable semi-annually on June 1 and December 1, principal paid in full on December 3, 2012
|
—
|
|
|
467
|
|
||
Other
|
100
|
|
|
105
|
|
||
|
1,917,979
|
|
|
1,926,064
|
|
||
Less: Current maturities
|
(37,047
|
)
|
|
(23,132
|
)
|
||
|
$
|
1,880,932
|
|
|
$
|
1,902,932
|
|
Year
|
Maturities
|
||
2013
|
$
|
37,047
|
|
2014
|
38,019
|
|
|
2015
|
107,006
|
|
|
2016
|
37,007
|
|
|
2017
|
7,008
|
|
|
Thereafter
|
1,692,818
|
|
|
|
1,918,905
|
|
|
Debt discounts and premium, net
|
(926
|
)
|
|
Long-term debt, including current portion
|
$
|
1,917,979
|
|
|
|
Fair Value Measurements Using:
|
||||||||||
|
|
Quoted Market
Prices in Active
Markets (Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||
As of December 31, 2012
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Deferred compensation plan assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Deferred compensation plan liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2011
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||
Deferred compensation plan assets
|
|
$
|
—
|
|
|
$
|
15,333
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Deferred compensation plan liabilities
|
|
$
|
—
|
|
|
$
|
12,840
|
|
|
$
|
—
|
|
Year
|
Payments
|
||
2013
|
$
|
4,368
|
|
2014
|
4,526
|
|
|
2015
|
4,463
|
|
|
2016
|
2,762
|
|
|
2017
|
1,456
|
|
|
Thereafter
|
8,632
|
|
|
|
$
|
26,207
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|||||||||
|
|
(Amounts in
thousands)
|
|
|
|
(Amounts in
thousands)
|
|
|
|
(Amounts in
thousands)
|
|
|
|||||||||
Outstanding at beginning of year
|
|
5,892
|
|
|
$
|
20.55
|
|
|
4,850
|
|
|
$
|
20.46
|
|
|
5,090
|
|
|
$
|
20.40
|
|
Granted
|
|
1,817
|
|
|
16.95
|
|
|
1,761
|
|
|
19.12
|
|
|
664
|
|
|
15.70
|
|
|||
Exercised
|
|
(367
|
)
|
|
13.00
|
|
|
(523
|
)
|
|
13.88
|
|
|
(265
|
)
|
|
8.43
|
|
|||
Forfeited or expired
|
|
(384
|
)
|
|
21.83
|
|
|
(196
|
)
|
|
23.33
|
|
|
(639
|
)
|
|
20.32
|
|
|||
Outstanding at end of year
|
|
6,958
|
|
|
$
|
19.94
|
|
|
5,892
|
|
|
$
|
20.55
|
|
|
4,850
|
|
|
$
|
20.46
|
|
Options exercisable at end of year
|
|
3,268
|
|
|
$
|
22.48
|
|
|
3,328
|
|
|
$
|
22.34
|
|
|
3,286
|
|
|
$
|
21.59
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted-average fair value per share of options granted during the year
|
|
$
|
5.28
|
|
|
$
|
5.57
|
|
|
$
|
5.73
|
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|||
Expected stock price volatility
|
|
46.2
|
%
|
|
51.6
|
%
|
|
51.5
|
%
|
|||
Risk-free interest rate
|
|
0.6
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|||
Expected option life (years)
|
|
4.8
|
|
|
6.2
|
|
|
4.6
|
|
|||
Expected annual dividend yield
|
|
2.8
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
(per Share)
|
|||
|
|
(Amounts in
thousands)
|
|
|
|||
Unvested at January 1, 2012
|
|
2,565
|
|
|
$
|
18.23
|
|
Granted
|
|
1,817
|
|
|
16.95
|
|
|
Vested
|
|
(536
|
)
|
|
17.66
|
|
|
Forfeited
|
|
(156
|
)
|
|
18.07
|
|
|
Unvested at December 31, 2012
|
|
3,690
|
|
|
$
|
17.69
|
|
|
|
Units
|
|
Weighted-
Average Grant
Date Fair Value
(per Unit)
|
|||
|
|
(Amounts in
thousands)
|
|
|
|||
Unvested at January 1, 2012
|
|
1,678
|
|
|
$
|
18.60
|
|
Granted
|
|
491
|
|
|
17.09
|
|
|
Vested
|
|
(647
|
)
|
|
17.43
|
|
|
Forfeited
|
|
(76
|
)
|
|
18.62
|
|
|
Unvested at December 31, 2012
|
|
1,446
|
|
|
$
|
18.61
|
|
|
|
Weighted-Average
Useful Lives
|
|
Original Gross Carrying
Amount
|
|
Amortization/
Purchase Price
Adjustments
|
|
Impairments
|
|
Net Carrying
Amount at
December 31, 2012
|
||||||||
|
|
(Amounts in thousands)
|
||||||||||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Missouri properties acquisition
|
|
Indefinite
|
|
$
|
86,435
|
|
|
$
|
(16,671
|
)
|
|
$
|
—
|
|
|
$
|
69,764
|
|
Other
|
|
Indefinite
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total Goodwill
|
|
|
|
86,440
|
|
|
(16,671
|
)
|
|
—
|
|
|
69,769
|
|
||||
Other Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ameristar East Chicago gaming license
|
|
Indefinite
|
|
231,400
|
|
|
—
|
|
|
(218,800
|
)
|
|
12,600
|
|
||||
Ameristar Lake Charles gaming license
|
|
Indefinite
|
|
29,800
|
|
|
—
|
|
|
—
|
|
|
29,800
|
|
||||
Total Other Intangible Assets
|
|
|
|
261,200
|
|
|
—
|
|
|
(218,800
|
)
|
|
42,400
|
|
||||
Total Goodwill and Other Intangible Assets
|
|
|
|
$
|
347,640
|
|
|
$
|
(16,671
|
)
|
|
$
|
(218,800
|
)
|
|
$
|
112,169
|
|
|
|
Weighted-Average
Useful Lives
|
|
Original Gross Carrying
Amount
|
|
Amortization/
Purchase Price
Adjustments
|
|
Impairments
|
|
Net Carrying
Amount at
December 31, 2011
|
||||||||
|
|
(Amounts in thousands)
|
||||||||||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Missouri properties acquisition
|
|
Indefinite
|
|
86,435
|
|
|
(15,467
|
)
|
|
—
|
|
|
70,968
|
|
||||
Other
|
|
Indefinite
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total Goodwill
|
|
|
|
86,440
|
|
|
(15,467
|
)
|
|
—
|
|
|
70,973
|
|
||||
Other Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ameristar East Chicago gaming license
|
|
Indefinite
|
|
231,400
|
|
|
—
|
|
|
(218,800
|
)
|
|
12,600
|
|
||||
Total Other Intangible Assets
|
|
|
|
231,400
|
|
|
—
|
|
|
(218,800
|
)
|
|
12,600
|
|
||||
Total Goodwill and Other Intangible Assets
|
|
|
|
$
|
317,840
|
|
|
$
|
(15,467
|
)
|
|
$
|
(218,800
|
)
|
|
$
|
83,573
|
|
|
For the Fiscal Quarters Ended
|
||||||||||||||||||
|
March 31, 2012
|
|
June 30, 2012
|
|
September 30, 2012
|
|
December 31, 2012
|
|
Total
|
||||||||||
|
(Amounts in thousands, except per share data)
|
||||||||||||||||||
Net revenues
(1)
|
$
|
312,134
|
|
|
$
|
296,254
|
|
|
$
|
298,008
|
|
|
$
|
288,827
|
|
|
$
|
1,195,221
|
|
Income from operations
|
69,258
|
|
|
59,023
|
|
|
57,388
|
|
|
32,491
|
|
|
218,160
|
|
|||||
Income before income tax provision
(1)
|
43,340
|
|
|
30,102
|
|
|
27,743
|
|
|
3,113
|
|
|
104,299
|
|
|||||
Net income
(1)
|
41,366
|
|
|
17,622
|
|
|
16,131
|
|
|
1,215
|
|
|
76,335
|
|
|||||
Basic earnings per share
(2)
|
$
|
1.26
|
|
|
$
|
0.53
|
|
|
$
|
0.49
|
|
|
$
|
0.04
|
|
|
$
|
2.32
|
|
Diluted earnings per share
(2)
|
$
|
1.21
|
|
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.04
|
|
|
$
|
2.26
|
|
|
For the Fiscal Quarters Ended
|
||||||||||||||||||
|
March 31, 2011
|
|
June 30, 2011
|
|
September 30, 2011
|
|
December 31, 2011
|
|
Total
|
||||||||||
|
(Amounts in thousands, except per share data)
|
||||||||||||||||||
Net revenues
|
$
|
308,743
|
|
|
$
|
305,094
|
|
|
$
|
304,507
|
|
|
$
|
296,162
|
|
|
$
|
1,214,506
|
|
Income from operations
|
62,613
|
|
|
59,371
|
|
|
61,137
|
|
|
44,128
|
|
|
227,249
|
|
|||||
Income (loss) before income tax provision (benefit)
(1)
|
38,014
|
|
|
(53,238
|
)
|
|
32,214
|
|
|
17,558
|
|
|
34,546
|
|
|||||
Net income (loss)
(1)
|
21,846
|
|
|
(41,313
|
)
|
|
18,884
|
|
|
7,379
|
|
|
6,794
|
|
|||||
Basic earnings (loss) per share
(2)
|
$
|
0.37
|
|
|
$
|
(1.10
|
)
|
|
$
|
0.58
|
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
Diluted earnings (loss) per share
(2)(3)
|
$
|
0.37
|
|
|
$
|
(1.10
|
)
|
|
$
|
0.56
|
|
|
$
|
0.22
|
|
|
$
|
0.17
|
|
(1)
|
The sum of the amounts for the four quarters does not equal the total for the year due to rounding.
|
(2)
|
Because earnings (loss) per share amounts are calculated using the weighted-average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per-share amounts for the four quarters may not equal the total earnings (loss) per share amounts for the year.
|
(3)
|
In April 2011, the Company obtained
$2.2 billion
of new debt financing. A portion of the proceeds from the new debt financing was used to purchase
26,150,000
shares of ACI’s common stock held by the Estate. The share repurchase reduced the Company’s outstanding shares by approximately
45%
. The reduction in the Company’s weighted-average shares outstanding from the Repurchase Transaction benefited 2011 diluted earnings per share by
$0.54
.
|
1 Year A SPAC I Acquisition Chart |
1 Month A SPAC I Acquisition Chart |
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