SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 29, 2004
STATION CASINOS, INC
____________________
(Exact name of registrant as specified in its charter)
Nevada 000-21640 88-0136443
________________________________________________________________________________
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2411 West Sahara Avenue, Las Vegas, Nevada 89102
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 367-2411
__________________
N/A
________________________________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On January 29, 2004, the Company announced that it has entered into
Development and Management Agreements with the Mechoopda Indian Tribe of Chico
Rancheria, California (the "Tribe"), a federally recognized Indian tribe.
Station will assist the Tribe in developing and operating a gaming and
entertainment project to be located in Butte County, California (the "Project"),
near the intersection of State Route 149 and Highway 99, approximately 10 miles
southeast of Chico, California and 80 miles north of Sacramento, California.
Under the terms of the Development Agreement, Station has agreed to arrange
the financing for the ongoing development costs and construction of the Project.
Prior to obtaining financing for the Project, the Company expects to advance $5
million to $10 million to the Tribe for the acquisition of land and other
development costs. Although no firm construction budget has been established,
the Company expects the total cost of the development and construction of the
Project will be less than $80 million. Funds advanced by Station are expected to
be repaid from the proceeds of the project financing or from the Tribe's gaming
revenues. The Management Agreement has a term of seven years and provides for a
management fee of 24% of the Project's net income. The proposed Project will be
located on approximately 650 acres on State Route 149, east of the intersection
with Highway 99. As currently contemplated, the Project will include
approximately 500 slot machines, 10 table games and dining and entertainment
amenities. Station anticipates the gaming and entertainment facility will be
open some time during 2005.
On January 28, 2004, the Company reached an agreement in principle to
settle a lawsuit brought by Fitzgeralds Sugar Creek, Inc., the City of Sugar
Creek, Missouri and Phillip Griffith in December 2000 for $24.7 million, net of
the related tax benefit. The lawsuit centered on allegations of improper conduct
by the Company's former Missouri legal counsel, Michael Lazaroff. The Company
has asserted a claim against Mr. Lazaroff and his former law firm to recover all
damages caused by Mr. Lazaroff's conduct. As part of that claim, the Company
intends to seek reimbursement for, among other things, the amount it was
required to pay to settle the Fitzgerald's litigation, as well as the attorney's
fees and costs incurred by the Company in defending that litigation.
On January 29, 2004, the Company released the following unaudited Condensed
Consolidated Balance Sheets as of December 31, 2003 and December 31, 2002 and
unaudited Condensed Consolidated Statements of Operations for the three and
twelve months ended December 31, 2003 and December 31, 2002.
Station Casinos, Inc.
Condensed Consolidated Balance Sheets
(amounts in thousands)
(unaudited)
December 31,
-----------------------
2003 2002
---------- ----------
Assets:
Cash and cash equivalents $ 62,272 $ 59,339
Receivables, net 28,224 15,423
Other current assets 43,968 27,747
---------- ----------
Total current assets 134,464 102,509
Property and equipment, net 1,158,299 1,046,051
Other long-term assets 453,209 449,787
---------- ----------
Total assets $1,745,972 $1,598,347
========== ==========
Liabilities and stockholders' equity:
Current portion of long-term debt $ 22 $ 122
Other current liabilities 142,294 88,677
---------- ----------
Total current liabilities 142,316 88,799
Revolving credit facility 177,000 177,200
Senior and senior subordinated notes 973,786 973,669
Other debt 6,060 -
Interest rate swaps, mark-to-market 12,089 14,731
Other long-term liabilities 94,782 73,270
---------- ----------
Total liabilities 1,406,033 1,327,669
Stockholders' equity 339,939 270,678
---------- ----------
Total liabilities and stockholders'
equity $1,745,972 $1,598,347
========== ==========
Station Casinos, Inc.
Condensed Consolidated Statements of Operations
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------- --------------------
2003 2002 2003 2002
-------- -------- -------- ---------
Operating revenues:
Casino $168,774 $161,944 $648,664 $ 638,113
Food and beverage 35,134 35,823 133,676 133,811
Room 12,960 12,285 50,460 48,579
Other 10,908 10,102 45,943 40,790
Management fees 18,942 1,320 46,711 4,853
-------- -------- -------- ---------
Gross revenues 246,718 221,474 925,454 866,146
Promotional allowances (16,865) (19,867) (67,365) (73,281)
-------- -------- -------- ---------
Net revenues 229,853 201,607 858,089 792,865
-------- -------- -------- ---------
Operating costs and expenses:
Casino 68,591 67,573 265,203 258,383
Food and beverage 24,882 20,573 87,783 78,738
Room 4,952 4,750 19,580 19,000
Other 3,802 4,329 15,452 16,276
Selling, general and
administrative 41,111 39,796 161,643 161,038
Corporate expense 8,386 8,119 33,039 31,946
Development expense 1,447 - 4,306 -
Depreciation and
amortization 18,569 17,933 73,144 72,783
Impairment loss 17,474 4,915 18,868 8,791
Litigation settlement 38,000 - 38,000 -
-------- -------- -------- ---------
227,214 167,988 717,018 646,955
-------- -------- -------- ---------
Operating income 2,639 33,619 141,071 145,910
Earnings from joint
ventures 5,816 3,461 20,604 11,293
-------- -------- -------- ---------
Operating income and earnings
from joint ventures 8,455 37,080 161,675 157,203
-------- -------- -------- ---------
Other income (expense):
Interest expense (22,182) (23,974) (92,940) (96,795)
Interest and other expense
from joint ventures (1,993) (1,533) (6,409) (6,272)
Interest income 6 9 4,873 106
Loss on early retirement of
debt (824) (4,381) (824) (5,808)
Other 603 162 1,802 1,322
-------- -------- -------- ---------
(24,390) (29,717) (93,498) (107,447)
-------- -------- -------- ---------
Income (loss) before income
taxes and cumulative effect
of change in accounting
principle (15,935) 7,363 68,177 49,756
Income tax benefit
(provision) 7,287 (2,823) (23,834) (18,508)
-------- -------- -------- ---------
Income (loss) before
cumulative effect of change
in
accounting principle (8,648) 4,540 44,343 31,248
Cumulative effect of change
in accounting principle, net
of applicable income tax
benefit of $7,170 - - - (13,316)
-------- -------- -------- ---------
Net income (loss) $ (8,648) $ 4,540 $ 44,343 $ 17,932
======== ======== ======== =========
Basic and diluted earnings
(loss) per common share:
Income before cumulative
effect of change in
accounting principle
Basic $ (0.14) $ 0.08 $ 0.76 $ 0.54
Diluted $ (0.14) $ 0.07 $ 0.72 $ 0.51
Net income
Basic $ (0.14) $ 0.08 $ 0.76 $ 0.31
Diluted $ (0.14) $ 0.07 $ 0.72 $ 0.30
Weighted average common
shares outstanding
Basic 60,176 57,912 58,371 57,845
Diluted 60,176 61,388 61,850 60,730
Dividends paid per common
share $ 0.125 $ - $ 0.250 $ -
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 29, 2004, Station Casinos, Inc. issued a press release
announcing its financial results for the fourth quarter ended December 31, 2003.
A copy of the press release is attached to this Current Report as Exhibit 99.1.
The information, including exhibits attached thereto, in Item 12 of this
Current Report is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The information in Item 12
of this Current Report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
except as otherwise expressly stated in such filing.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Station Casinos, Inc.
Date: January 29, 2004 By: /s/ Glenn C. Christenson
_______________________________________
Glenn C. Christenson
Executive Vice President, Chief
Financial Officer, Chief Administrative
Officer and Treasurer