8-K
UNITED STATES 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):
December 2, 2005
American Real Estate Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-9516 |
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13-3398766 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
100 South Bedford Road, Mt. Kisco, NY 10549
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(914) 242-7700
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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o |
Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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o |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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o |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 8 Other Events
As a result of (1) our acquisitions of NEG Holding LLC,
Panaco, Inc., GB Holdings, Inc. and Atlantic Coast Entertainment
Holdings, Inc. in June 2005, (2) the elimination of
investment and interest income as reportable segments, and
(3) the reclassification of certain real estate and resorts
to properties held for sale during the third quarter of 2005, we
have restated our financial statements for the year ended
December 31, 2004 and reclassified the income and expenses
of such properties to discontinued operations for the third
quarter of 2005 and for all prior periods. Accordingly, we are
providing updated information for the following: Selected
Financial Data, Managements Discussion and Analysis of
Financial Condition and Results of Operations, Financial
Statements, and Exhibits and Financial Statement Schedules, for
the periods contained in our Annual Report on Form 10-K for
the year ended December 31, 2004
(Form 10-K). All other items of the
Form 10-K remain unchanged.
Section 9 Financial Statements and
Exhibits
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Item 9.01 |
Financial Statements and Exhibits. |
(c) Exhibits.
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Exhibit No. |
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Description |
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99 |
.1 |
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Item 6. Selected Financial Data. |
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99 |
.2 |
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Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations. |
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99 |
.3 |
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Item 8. Financial Statements. |
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99 |
.4 |
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Item 15. Exhibits, Financial Statement Schedules. |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99 |
.1 |
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Item 6. Selected Financial Data. |
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99 |
.2 |
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Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations. |
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99 |
.3 |
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Item 8. Financial Statements. |
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99 |
.4 |
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Item 15. Exhibits, Financial Statement Schedules. |
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[remainder of page intentionally left blank; signature page
follows] |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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AMERICAN REAL ESTATE PARTNERS, L.P. |
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By: |
American Property Investors, Inc. |
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Jon F. Weber |
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President and Chief Financial Officer |
Date: December 2, 2005
EX-99.1:
EXHIBIT 99.1
SELECTED FINANCIAL DATA
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Item 6. |
Selected Historical Consolidated Financial Data. |
The following table summarizes certain selected historical
consolidated financial data of AREP, which you should read in
conjunction with its financial statements and the related notes
contained in this and Managements Discussion and
Analysis of Financial Condition and Results of Operations.
The selected historical consolidated financial data as of
December 31, 2004 and 2003, and for the years ended
December 31, 2004, 2003, and 2002, have each been derived
from our audited consolidated financial statements at those
dates and for those periods, contained elsewhere in this
Form 8-K. The selected historical consolidated financial
data as of December 31, 2002 and 2001 and for the year
ended December 31, 2001 have each been derived from our
audited consolidated financial statements at that date and for
that period, not contained in this Form 8-K. The selected
historical consolidated financial data as of and for the year
ended December 31, 2000 has been derived from our
consolidated financial statements (unaudited) at that date
and for that period.
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Year Ended December 31, | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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Total revenues
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$ |
670,519 |
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$ |
577,089 |
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$ |
588,061 |
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$ |
589,293 |
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$ |
394,885 |
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Operating income
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$ |
92,852 |
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$ |
66,319 |
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$ |
50,299 |
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$ |
57,627 |
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$ |
40,722 |
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Other income (expense), net:
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Interest expense
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(62,183 |
) |
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(38,865 |
) |
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(37,204 |
) |
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(44,336 |
) |
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(18,999 |
) |
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Interest income
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45,241 |
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23,806 |
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33,427 |
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34,506 |
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39,514 |
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Other income (expense) net
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15,016 |
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(8,404 |
) |
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7,046 |
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13,333 |
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12,552 |
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Income from continuing operations before income taxes
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90,926 |
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42,856 |
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53,568 |
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61,130 |
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73,789 |
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Income tax (expense) benefit
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(18,312 |
) |
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15,792 |
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(10,880 |
) |
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25,609 |
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(5,445 |
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Income from continuing operations
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72,614 |
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58,648 |
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42,688 |
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86,739 |
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68,344 |
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Discontinued operations:
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Income from discontinued operations
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5,943 |
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6,419 |
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6,038 |
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7,477 |
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5,750 |
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Gain on sale and disposition of real estate
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75,197 |
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3,353 |
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Total income from discontinued operations
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81,140 |
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9,772 |
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6,038 |
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7,477 |
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5,750 |
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Earnings before cumulative effect of accounting change
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153,754 |
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68,420 |
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48,726 |
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94,216 |
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74,094 |
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Cumulative effect of accounting change
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1,912 |
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Net earnings
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$ |
153,754 |
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$ |
70,332 |
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$ |
48,726 |
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$ |
94,216 |
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$ |
74,094 |
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Net earnings (loss) attributable to:
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Limited partners
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$ |
130,850 |
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$ |
51,074 |
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$ |
63,168 |
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$ |
66,668 |
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$ |
71,977 |
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General partners
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22,904 |
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19,258 |
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(14,442 |
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27,548 |
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2,117 |
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Net earnings
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$ |
153,754 |
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$ |
70,332 |
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$ |
48,726 |
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$ |
94,216 |
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$ |
74,094 |
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Basic earnings:
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Income from continuing operations
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$ |
1.11 |
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$ |
0.85 |
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$ |
1.14 |
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$ |
1.19 |
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$ |
1.36 |
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Income from discontinued operations
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1.73 |
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0.21 |
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0.13 |
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0.16 |
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0.12 |
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Basic earnings per LP Unit
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$ |
2.84 |
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$ |
1.06 |
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$ |
1.27 |
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$ |
1.35 |
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$ |
1.48 |
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Weighted average limited partnership units outstanding
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46,098,284 |
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46,098,284 |
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46,098,284 |
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46,098,284 |
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46,098,284 |
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1
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Year Ended December 31, | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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Diluted earnings:
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Income from continuing operations
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$ |
1.09 |
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$ |
0.81 |
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$ |
1.01 |
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$ |
1.07 |
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$ |
1.18 |
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Income from discontinued operations
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1.54 |
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0.17 |
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0.11 |
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0.12 |
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0.10 |
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Diluted earnings per LP Unit
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$ |
2.63 |
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$ |
0.98 |
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$ |
1.12 |
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$ |
1.19 |
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$ |
1.28 |
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Weighted average limited partnership units and equivalent
partnership units outstanding
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51,542,312 |
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54,489,943 |
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56,466,698 |
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55,599,112 |
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56,157,079 |
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Other financial data:
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EBITDA(2)
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$ |
339,010 |
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$ |
171,806 |
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$ |
149,499 |
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$ |
155,518 |
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$ |
117,956 |
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Capital expenditures (excluding property acquisitions)
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$ |
166,808 |
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$ |
82,966 |
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$ |
106,458 |
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$ |
68,199 |
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$ |
52,598 |
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At December 31, | |
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2004 | |
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2003 | |
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2002(1) | |
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2001(1) | |
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2000(1) | |
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Balance sheet data:
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Cash and cash equivalents
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$ |
806,309 |
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$ |
553,224 |
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$ |
145,195 |
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$ |
219,644 |
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$ |
250,524 |
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Property, plant and equipment:
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Gaming
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445,400 |
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468,116 |
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460,397 |
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|
466,223 |
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|
466,892 |
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Oil and gas
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|
527,384 |
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|
354,821 |
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169,657 |
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|
120,142 |
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Real Estate
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|
291,068 |
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|
293,046 |
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444,461 |
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415,022 |
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|
488,266 |
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Investments
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350,527 |
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|
167,727 |
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395,495 |
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|
319,822 |
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|
512,703 |
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Total assets
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2,861,153 |
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2,156,892 |
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2,002,493 |
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2,032,297 |
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1,774,900 |
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Long term debt (including current portion)
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|
759,807 |
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|
374,421 |
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435,675 |
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|
530,745 |
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|
360,945 |
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Liability for preferred limited partnership units(1)
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|
106,731 |
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|
101,649 |
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Partners equity
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1,641,755 |
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1,527,396 |
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|
1,387,253 |
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|
1,301,810 |
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|
1,127,469 |
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(1) |
On July 1, 2003, we adopted Statement of Financial
Accounting Standards No. 150 (SFAS 150), Accounting
for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. SFAS 150 requires that a financial
instrument, which is an unconditional obligation, be classified
as a liability. Previous guidance required an entity to include
in equity financial instruments that the entity could redeem in
either cash or stock. Pursuant to SFAS 150, our preferred
units, which are an unconditional obligation, have been
reclassified from Partners equity to a liability
account in the consolidated balance sheets and the preferred
pay-in-kind distribution for the period from July 1, 2003
to December 31, 2003 of $2.4 million and all future
distributions have been and will be recorded as Interest
expense in the consolidated statements of earnings. |
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(2) |
EBIDTA represents net earnings before interest expense, income
tax (benefit) expense and depreciation, depletion and
amortization, including provision for obligatory investments. We
present EBITDA because we consider it an important supplemental
measure of our performance and believe it is frequently used by
securities analysts, investors and other interested parties in
the evaluation of companies issuing debt, many of which present
EBITDA when reporting their results. We present EBITDA on a
consolidated basis. However, EBITDA does not reflect cash flows
and we conduct substantially all of our operations through
subsidiaries. The operating results of our subsidiaries may not
be sufficient to make distributions to us. In addition, our
subsidiaries are not obligated to make funds available to us for
payment on the notes or otherwise, and distributions and
intercompany transfers from our subsidiaries to us may be
restricted by applicable law or covenants contained in debt
agreements and other agreements to which these subsidiaries
currently may be subject or enter into in the future. The terms
of any borrowings of our subsidiaries or other entities in which
we own equity may restrict dividends, distributions or loans to
us. |
2
EBITDA has limitations as an analytical tool, and you should not
consider it in isolation, or as a substitute for analysis of our
results as reported under generally accepted accounting
principles, or GAAP. For example, EBITDA:
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Does not reflect our cash expenditures, or future requirements
for capital expenditures, or contractual commitments; |
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Does not reflect changes in, or cash requirements for, our
working capital needs; and |
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Does not reflect the significant interest expense, or the cash
requirements necessary to service interest or principal
payments, on our debts. |
Although depreciation, depletion and amortization are non-cash
charges, the assets being depreciated, depleted or amortized
often will have to be replaced in the future, and EBITDA does
not reflect any cash requirements for such replacements. Other
companies in our industry may calculate EBITDA differently than
we do, limiting its usefulness as a comparative measure. In
addition, EBITDA does not reflect the impact of earnings or
charges resulting from matters we consider not to be indicative
of our ongoing operations.
EBITDA is a measure of our performance that is not required by,
or presented in accordance with, GAAP. EBITDA is not a
measurement of our financial performance under GAAP and should
not be considered as an alternative to net earnings, operating
income or any other performance measures derived in accordance
with GAAP or as an alternative to cash flow from operating
activities as a measure of our liquidity. We compensate for
these limitations by relying primarily on our GAAP results and
using EBITDA only supplementally.
The following table reconciles net earnings to EBITDA for the
periods indicated:
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Year Ended December 31, | |
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| |
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|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net earnings
|
|
$ |
153,754 |
|
|
$ |
70,332 |
|
|
$ |
48,726 |
|
|
$ |
94,216 |
|
|
$ |
74,094 |
|
Interest expense
|
|
|
62,183 |
|
|
|
38,865 |
|
|
|
37,204 |
|
|
|
44,336 |
|
|
|
18,999 |
|
Income tax expense (benefit)
|
|
|
18,312 |
|
|
|
(15,792 |
) |
|
|
10,880 |
|
|
|
(25,609 |
) |
|
|
5,445 |
|
Depreciation, depletion and amortization, including provision
for obligatory investments
|
|
|
104,761 |
|
|
|
78,401 |
|
|
|
52,689 |
|
|
|
42,575 |
|
|
|
19,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$ |
339,010 |
|
|
$ |
171,806 |
|
|
$ |
149,499 |
|
|
$ |
155,518 |
|
|
$ |
117,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
EX-99.2:
EXHIBIT 99.2
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Item 7. |
Managements discussion and analysis of financial
condition and results of operations. |
Managements discussion and analysis of financial condition
and results of operations (MD&A) is comprised of
the following sections:
|
|
|
1. Overview |
|
|
2. Results of Operations |
|
|
|
|
|
Consolidated Financial Results |
|
|
|
Gaming |
|
|
|
Oil and Gas |
|
|
|
Real Estate |
|
|
|
Corporate and Investments |
|
|
|
3. Liquidity and Capital Resources |
|
|
|
|
|
Consolidated Financial Results |
|
|
|
Gaming |
|
|
|
Oil and Gas |
|
|
|
Real Estate |
|
|
|
4. Certain Trends and Uncertainties |
Overview
We are a diversified holding company engaged in a variety of
businesses. Our primary business strategy is to continue to grow
and enhance the value of our core businesses, including oil and
gas, gaming and real estate. In addition, we seek to acquire
undervalued assets and companies that are distressed or in out
of favor industries.
Our businesses currently include gaming; oil and gas; property
development; rental real estate; and resort operating
activities. We may also seek opportunities in other sectors,
including energy, industrial manufacturing, insurance and asset
management.
In continuation of our strategy to grow our core businesses, we
have recently acquired additional oil and gas and gaming assets
from affiliates of Mr. Carl C. Icahn
(Mr. Icahn). See Notes 1, 4 and 5 to the
consolidated financial statements. To capitalize on favorable
real estate market conditions and the mature nature of our
commercial real estate portfolio, we have offered our rental
real estate portfolio for sale and other real estate assets may
be sold if the appropriate level of returns can be achieved.
Results of Operations
|
|
|
Consolidated Financial Results |
The Companys historical financial statements herein have
been restated to reflect the five entities acquired in the
second quarter of 2005 in a manner similar to a pooling of
interests as discussed in notes 1, 4 and 5 to the
consolidated financial statements.
1
The key factors affecting the financial results for the year
ended December 31, 2004 were:
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
|
|
|
|
|
Increased operating income from gaming activities. On a reported
basis, operating income from gaming activities for the year
ended December 31, 2004 was $28.4 million higher than
operating income from gaming activities for the same period in
the prior year. |
|
|
|
Higher interest expense in the current year as a result of
higher debt levels. On a reported basis, interest expense
increased approximately $23.3 million. |
|
|
|
Higher interest income in the current year as a result of
increased earnings from U.S. government and agency
obligations and other investments. On a reported basis, interest
income increased approximately $21.4 million. |
|
|
|
Gains on marketable securities. Net gains on securities were
$40.2 million in the current year versus of
$1.7 million in the prior year. |
|
|
|
Increased gains on sales of properties. On a reported basis,
income from gains on discontinued operations was
$71.8 million higher than the same period in the prior year. |
|
|
|
An impairment charge of $15.6 million in the current year
related to the Companys interest in GB Holdings, Inc. |
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
|
|
|
|
|
Increased operating income from oil and gas. On a reported
basis, operating income in the year ended December 31, 2003
was $26.0 million higher than the same period in the prior
year due primarily to the acquisition of TransTexas. |
|
|
|
A write-down of marketable equity and debt securities and other
investments of $19.8 million was recorded in 2003 as
compared to a write-down of $8.5 million in 2002. These
write downs relate to our investment in Philip Services Corp.,
which filed for bankruptcy protection in June 2003. |
|
|
|
Decreased operating income from real estate. On a reported
basis, operating income from real estate activities for the year
ended December 31, 2003 was $15.8 million lower than
operating income from real estate activities for the same period
in the prior year. The decrease was due to a decline in earnings
from property development due to a decline in inventory of
completed units available for sale. |
|
|
|
Lower interest income of $9.6 million primarily due to a
prepayment of a mezzanine loan in May 2002 which included
$7.9 million of interest. |
|
|
|
Consolidated Financial Results |
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
Revenues increased by $93.4 million, or 16.2%, during the
year ended December 31, 2004 as compared to the same period
in 2003. This increase reflects increases of $40.5 million
in gaming revenues, $38.1 million in oil and gas revenues,
and $14.9 million in revenues from real estate activities.
Operating income increased by $26.5 million, or 40.0%,
during the year ended December 31, 2004 as compared to the
same period in 2003. This increase reflects increases of
$28.4 million from gaming, $2.7 million in operating
income from oil and gas, offset by a $1.1 million reduction
in operating income from real estate activities and an increase
in corporate costs of $3.1 million and acquisition costs of
$0.4 million.
Interest expense increased by $23.3 million, or 60.0%,
during the year ended December 31, 2004 as compared to the
same period in 2003. This increase reflects the increased amount
of borrowings. Interest income increased by $21.4 million,
or 90.0%, during the year ended December 31, 2004 as
compared to the same period in 2003. The increase is due to the
repayment of two mezzanine loans, on which interest was
accruing, and increased interest income on other investments.
2
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
Revenues decreased by $11.5 million, or 2.0%, during the
year ended December 31, 2003 as compared to the same period
in 2002. This decrease reflects decreases of $9.5 million
in gaming revenues, $65.2 million in real estate revenues,
and offset by an increase of $63.2 million in revenues from
oil and gas activities.
Operating income increased by $16.0 million, or 31.8%,
during the year ended December 31, 2003 as compared to the
same period in 2002. This increase reflects increases of
$6.2 million in operating income from gaming, increases in
operating income of $26.0 million from oil and gas, and
offset by a decrease in operating income of $15.8 million
from real estate activities and an increase in corporate costs
of $0.3 million.
Interest expense increased by $1.7 million, or 4.5%, during
the year ended December 31, 2003 as compared to the same
period in 2002. This increase reflects the increased amount of
borrowings. Interest income decreased by $9.6 million, or
28.8%, during the year ended December 31, 2003 as compared
to the same period in 2002. The decrease is attributable to the
repayment of a loan to Mr. Icahn in 2003, a prepayment of a
mezzanine loan in May 2002 which included $7.9 million of
interest and a decline in interest rates on U.S. Government
and Agency obligations as higher rate bonds were called in 2002.
Summarized income statement information for the years ended
December 31, 2004, 2003 and 2002 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$ |
325,615 |
|
|
$ |
302,701 |
|
|
$ |
318,122 |
|
|
Hotel
|
|
|
65,561 |
|
|
|
58,253 |
|
|
|
55,406 |
|
|
Food and beverage
|
|
|
88,851 |
|
|
|
81,545 |
|
|
|
79,679 |
|
|
Tower, retail and other income
|
|
|
37,330 |
|
|
|
34,059 |
|
|
|
31,954 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues
|
|
|
517,357 |
|
|
|
476,558 |
|
|
|
485,161 |
|
|
Less promotional allowances
|
|
|
46,521 |
|
|
|
46,189 |
|
|
|
45,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
470,836 |
|
|
|
430,369 |
|
|
|
439,912 |
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$ |
112,452 |
|
|
$ |
113,941 |
|
|
$ |
119,850 |
|
|
Hotel
|
|
|
27,669 |
|
|
|
24,751 |
|
|
|
23,781 |
|
|
Food and beverage
|
|
|
56,425 |
|
|
|
53,471 |
|
|
|
53,736 |
|
|
Other operating expenses
|
|
|
14,905 |
|
|
|
15,305 |
|
|
|
16,156 |
|
|
Selling, general and administrative
|
|
|
169,736 |
|
|
|
165,754 |
|
|
|
176,236 |
|
|
Depreciation and amortization
|
|
|
38,414 |
|
|
|
34,345 |
|
|
|
33,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
419,601 |
|
|
|
407,567 |
|
|
|
423,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
51,235 |
|
|
$ |
22,802 |
|
|
$ |
16,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
Gross revenues increased 8.6% to $517.4 million for the
year ended December 31, 2004 from $476.6 million for
the year ended December 31, 2003. This increase was
primarily due to an increase in casino revenues, as well as
increases in hotel, food and beverage and tower, retail and
other revenues, primarily attributable to an increase in
business volume, as discussed below. Las Vegas gross revenues
increased 13.4% while Atlantic City gross revenues increased
1.4%.
3
Casino revenues increased 7.6% to $325.6 million for the
year ended December 31, 2004 from $302.7 million for
the year ended December 31, 2003. Combined slot machine
revenues increased to $253.9 million, or 78.0% of combined
casino revenues, and combined table game revenues increased to
$64.5 million, or 17.2% of combined casino revenues, for
the year ended December 31, 2004 compared to
$240.8 million and $56.0 million, respectively, for
the year ended December 31, 2003. Las Vegas casino revenues
increased 13.6% while Atlantic City casino revenues increased
1.8%.
Hotel revenues increased 12.5% to $65.6 million for the
year ended December 31, 2004 from $58.3 million for
the year ended December 31, 2003. This increase was
primarily due to an increase in the average daily room rate from
$52.04 to $56.28 or 8.1%. The increase in the average daily room
rate was primarily attributable to an increase in tourism in the
Las Vegas market. Las Vegas hotel revenues increased 15.6% and
Atlantic City hotel revenues decreased 0.8%.
Food and beverage revenues increased 9.0% to $88.9 million
for the year ended December 31, 2004 from
$81.5 million for the year ended December 31, 2003.
This increase was primarily due to an increase in food and
beverage covers and an increase in the average revenue per guest
check. Las Vegas food and beverage revenues increased 12.4% and
Atlantic City food and beverage revenues decreased 0.3%.
Promotional allowances are comprised of the estimated retail
value of goods and services provided to casino customers under
various marketing programs. As a percentage of casino revenues,
promotional allowances decreased to 14.3% for the year ended
December 31, 2004 from 15.3% for the year ended
December 31, 2003. This decrease was primarily attributable
to a reduction in benefits from promotional activities related
to slots. Promotional allowances as a percentage of casino
revenues for Las Vegas operations decreased by 1.1 percentage
points and for Atlantic City operations decreased by 0.8
percentage points.
Casino expenses decreased by 1.3% to $112.5 million for the
year ended December 31, 2004 from $113.9 million for
the year ended December 31, 2003. The decrease in casino
expenses was primarily due to reduced labor costs as a result of
the increased utilization of ticket-in/ticket-out slot
technology.
Hotel operating expenses increased 11.8% to $27.7 million
for the year ended December 31, 2004 from
$24.8 million for the year ended December 31, 2003.
This increase was primarily due to an increase in labor costs
and costs associated with an increase in business volume.
Food and beverage operating expenses increased 5.5% to
$56.4 million for the year ended December 31, 2004
from $53.5 million for the year ended December 31,
2003. This increase was primarily due to an increase in labor
costs and costs associated with an increase in business volume.
Other operating expenses decreased 2.6% to $14.9 million
for the year ended December 31, 2004 from
$15.3 million for the year ended December 31, 2003.
This decrease was primarily due to a decrease in costs related
to headline entertainment at the Sands.
Selling, general and administrative expenses primarily consist
of marketing, advertising, repair and maintenance, utilities and
other administrative expenses. These expenses increased 2.4% to
$169.7 million for the year ended December 31, 2004
from $165.8 million for the year ended December 31,
2003. This increase was primarily due to an increase in payroll
expenses, legal fees, costs associated with Sarbanes-Oxley and
insurance costs.
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
Gross revenues decreased 1.8% to $476.6 million for the
year ended December 31, 2003 from $485.2 million for
the year ended December 31, 2002. This decrease was
primarily due to a decrease in casino revenues, partially offset
by increases in hotel, food and beverage and tower, retail and
other revenues, as discussed below. Las Vegas gross revenues
increased 4.8% while Atlantic City gross revenues decreased
10.1%.
Casino revenues decreased 4.8% to $302.7 million for the
year ended December 31, 2003 from $318.1 million for
the year ended December 31, 2002. Combined slot machine
revenues decreased to $240.8 million, or 79.5% of combined
casino revenues, and combined table game revenues decreased to
4
$56.1 million, or 16.3% of combined casino revenues, for
the year ended December 31, 2003 compared to
$253.0 million and $59.7 million, respectively, for
the year ended December 31, 2002. Las Vegas casino revenues
increased 3.4% while Atlantic City casino revenues decreased
11.6%.
Hotel revenues increased 5.1% to $58.3 million for the year
ended December 31, 2003 from $55.4 million for the
year ended December 31, 2002. This increase was primarily
due to an increase in the average daily room rate from $50.01 to
$52.04 or 4.1%. The increase in the average daily room rate was
primarily attributable to an increase in tourism in the Las
Vegas market. Las Vegas hotel revenues increased 6.8% and
Atlantic City hotel revenues decreased 1.3%.
Food and beverage revenues increased 2.3% to $81.5 million
for the year ended December 31, 2003 from
$79.7 million for the year ended December 31, 2002.
This increase was primarily due to an increase in the average
revenue per guest check. Las Vegas food and beverage revenues
increased 5.7% and Atlantic City food and beverage revenues
decreased 5.9%.
Promotional allowances, as a percentage of casino revenues,
increased to 15.3% for the year ended December 31, 2003
from 14.2% for the year ended December 31, 2002. This
increase was primarily attributable to marketing, player
development and customer service programs implemented at the
Sands to increase market share. Promotional allowances as a
percentage of casino revenues for Las Vegas operations decreased
by 0.3 percentage points while Atlantic City operations
increased by 2.1 percentage points.
Casino expenses decreased by 4.9% to $113.9 million for the
year ended December 31, 2003 from $119.9 million for
the year ended December 31, 2002. The decrease in casino
expenses was primarily due to reduced labor costs as a result of
lower employment levels.
Hotel operating expenses increased 4.1% to $24.8 million
for the year ended December 31, 2003 from
$23.8 million for the year ended December 31, 2002.
This increase was primarily due to an increase in labor costs.
Food and beverage operating expenses decreased 0.5% to
$53.5 million for the year ended December 31, 2003
from $53.7 million for the year ended December 31,
2002.
Other operating expenses decreased 5.3% to $15.3 million
for the year ended December 31, 2003 from
$16.2 million for the year ended December 31, 2002.
Selling, general and administrative expenses primarily consist
of marketing, advertising, repair and maintenance, utilities and
other administrative expenses. These expenses decreased 5.9% to
$165.8 million for the year ended December 31, 2003
from $176.2 million for the year ended December 31,
2002. This decrease was primarily due to a decrease in marketing
and repair and maintenance costs associated with cost reductions.
The Company conducts its oil and gas operations through its
wholly-owned subsidiary, AREP Oil and Gas LLC (AREP Oil
and Gas). AREP Oil and Gas includes its 50.01% ownership
interest in National Energy Group, Inc. (NEG), its
50% ownership interest in NEG Holding LLC (NEG
Holdings), its indirect 50% membership interest (through
NEG) in NEG Holdings, and its 100% ownership interest in each of
TransTexas Gas Corporation (TransTexas) and Panaco,
Inc. (Panaco), which are now known as National
Onshore, LP and National Offshore, LP. The Companys oil
and gas operations consist of exploration, development, and
production operations principally in Texas, Oklahoma, Louisiana,
Arkansas and offshore in the Gulf of Mexico.
The subsidiaries of AREP Oil and Gas were initially acquired by
entities owned or controlled by Mr. Icahn and subsequently
acquired by AREP in various purchase transactions. In accordance
with generally accepted accounting principles, assets
transferred between entities under common control are accounted
for at historical cost similar to the pooling of interest method
and the financial statements are combined from the date of
acquisition by an entity under common control. The financial
statements include the consolidated
5
results of operations, financial position and cash flows of NEG,
NEG Holdings, TransTexas and Panaco from the date Mr. Icahn
obtained control (the Date of Common Control).
The following table summarizes key operating data for the oil
and gas segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Revenues
|
|
$ |
137,988 |
|
|
$ |
99,909 |
|
|
$ |
36,733 |
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas operating expenses
|
|
|
31,075 |
|
|
|
22,345 |
|
|
|
10,943 |
|
|
Depreciation, depletion and amortization
|
|
|
60,123 |
|
|
|
39,455 |
|
|
|
15,509 |
|
|
General and administrative expenses
|
|
|
13,737 |
|
|
|
7,769 |
|
|
|
5,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,935 |
|
|
|
69,569 |
|
|
|
32,364 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
33,053 |
|
|
$ |
30,340 |
|
|
$ |
4,369 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income %
|
|
|
24.0 |
% |
|
|
30.4 |
% |
|
|
11.9 |
% |
For the years ended December 31, 2004, 2003 and 2002
natural gas comprised approximately 70%, 74% and 62% of oil and
gas sales, respectively.
The oil and gas revenues include the effect of our derivative
contracts, both realized and unrealized. The following table
details the components of oil and gas revenue for the periods
indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Gross oil and gas revenues
|
|
$ |
161,055 |
|
|
$ |
108,713 |
|
|
$ |
41,004 |
|
Realized derivatives losses
|
|
|
(16,625 |
) |
|
|
(8,309 |
) |
|
|
(1,244 |
) |
Unrealized derivatives losses
|
|
|
(9,179 |
) |
|
|
(2,614 |
) |
|
|
(3,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
Oil and gas revenues
|
|
|
135,251 |
|
|
|
97,790 |
|
|
|
36,152 |
|
|
Plant revenues
|
|
|
2,737 |
|
|
|
2,119 |
|
|
|
581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
137,988 |
|
|
$ |
99,909 |
|
|
$ |
36,733 |
|
|
|
|
|
|
|
|
|
|
|
Other data related to oil and gas operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Production data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Mbbls)
|
|
|
935 |
|
|
|
811 |
|
|
|
629 |
|
Natural gas (MMcf)
|
|
|
18,895 |
|
|
|
15,913 |
|
|
|
7,827 |
|
Natural gas liquids (Mbbls)
|
|
|
549 |
|
|
|
166 |
|
|
|
|
|
Natural gas equivalents (Mmcfe)
|
|
|
27,799 |
|
|
|
21,772 |
|
|
|
11,602 |
|
Average Sales Price:
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl)
|
|
$ |
29.89 |
|
|
$ |
27.32 |
|
|
$ |
23.93 |
|
Natural gas (per Mcf)
|
|
|
5.39 |
|
|
|
4.70 |
|
|
|
3.16 |
|
Natural gas liquids (per Bbl)
|
|
|
26.72 |
|
|
|
23.24 |
|
|
|
|
|
Natural gas Equivalents (per Mcfe)
|
|
|
5.20 |
|
|
|
4.63 |
|
|
|
3.43 |
|
Expense per Mcfe:
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas operating expenses
|
|
$ |
1.12 |
|
|
$ |
1.03 |
|
|
$ |
0.94 |
|
Depreciation, depletion and amortization
|
|
|
2.14 |
|
|
|
1.80 |
|
|
|
1.34 |
|
General and administrative expenses
|
|
|
0.49 |
|
|
|
0.36 |
|
|
|
0.51 |
|
6
For the year ended December 31, 2004, the oil and gas
segment include operations of NEG, TransTexas and NEG Holdings.
The Date of Common Control for Panaco was November 16,
2004. The six weeks of operations from that date to
December 31, 2004 were not material and, accordingly, the
acquisition of Panaco has been recorded effective
December 31, 2004. For the year ended December 31,
2003, the operations of TransTexas are included from
August 28, 2003, the Date of Common Control. A significant
portion of the fluctuations between 2004 and 2003 and, to a
lesser extent, between 2003 and 2002 are due to the addition of
the TransTexas operations in 2003, as well as the impact of
unrealized derivative losses.
The oil and gas segments revenues, profitability, future
growth and the carrying value of our properties are
substantially dependent on prevailing prices of oil and gas, our
ability to find, develop and acquire additional oil and gas
reserves that are economically recoverable and our ability to
develop existing proved undeveloped reserves. Prices for oil and
gas are subject to large fluctuations in response to relatively
minor changes in the supply of and demand for oil and gas,
market uncertainty and a variety of additional factors beyond
the our control. These factors include weather conditions in the
United States, the condition of the United States economy, the
actions of the Organization of Petroleum Exporting Countries,
governmental regulations, political stability in the Middle East
and elsewhere, the foreign supply of oil and gas, the price of
foreign imports and the availability of alternate fuel sources.
Currently the industry is experiencing a dramatic increase in
the price of oil and gas. This is somewhat offset by higher
service costs for drilling, completing and operating oil and gas
properties. The net impact is that the oil and gas segment is
experiencing increased profits due to higher prices.
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
Revenues for 2004 increased $38.1 million or 38.1% as
compared to the comparable period in 2003. This increase is
partly attributable to the acquisition of TransTexas effective
August 28, 2003, with TransTexas accounting for
approximately $37 million of additional revenues. Oil and
gas revenues include unrealized losses from marking to market
derivative positions. For 2004 we recorded an unrealized loss of
$9.2 million and for 2003 we recorded an unrealized loss of
$2.6 million on derivative positions. The effect of
recording these unrealized losses on derivatives resulted in a
decrease of $6.6 million for 2004 when compared to the
prior year. The balance of the 2004 increase is primarily the
result of higher gas and oil prices realized in 2004.
Changes in the fair value of our derivatives contracts due to
changes in commodity prices may have a significant impact on our
oil and gas revenues in the future.
Our average natural gas price increased by 14.7% and our average
crude oil price increased by 9.4% in 2004 as compared to 2003.
Our average natural gas production in 2004 increased to
18,895 Mmcf or 18.7% when compared to 2003. The increase in
natural gas production was primarily attributable to the
acquisition of TransTexas effective August 28, 2003. Absent
the acquisition of TransTexas, gas production decreased
approximately 2.5%.
Our oil production in 2004 increased by 15.3% to 935 mbbls
compared to 2003. The increase in oil production was primarily
attributable to the acquisition of TransTexas. Absent the
acquisition of TransTexas, oil production decreased 10.2% due to
the sale of properties in June 2004.
Oil and gas operating expenses increased $8.7 million, or
39.1% to $31.1 million during 2004 as compared to
$22.3 million in 2003. Oil and gas operating expenses per
mcfe increased $0.09, or 8.7%, compared to 2003. The increase
was primarily attributable to the acquisition of TransTexas
effective August 28, 2003. Absent the acquisition of
TransTexas, oil and gas operating expenses increased
$2.0 million or 10.5% due to rising operating expenses.
Depletion, depreciation and amortization for the oil and gas
segment (DD&A) increased $20.7 million
(52.4%) to $60.1 million during 2004 as compared to
$39.5 million during 2003. DD&A per mcfe increased
$0.34 or 18.9% to $2.14 per mcfe as compared to $1.80 in
2003. The increase was attributable to the acquisition of
TransTexas effective August 28, 2003. Absent the
acquisition of TransTexas, DD&A expense decreased
$2.1 million or 8.8% due to lower production in 2004 and a
lower average depletion rate.
7
General and administrative expenses for the oil and gas segment
(G&A) increased $5.9 million (75.6%) to
$13.7 million in 2004 as compared to $7.8 million
during 2003. G&A per mcfe increased $.13 or 36.1% compared
to 2003. The increase was primarily attributable to the
acquisition of TransTexas. Excluding the TransTexas acquisition,
G&A expense would have been relatively unchanged.
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
In November and December 2002, the Company acquired producing
oil and natural gas properties in Texas known as the Longfellow
Ranch Field for total cash consideration of $48.3 million.
The acquisition added approximately 34,196 mmcf of gas reserves
and an insignificant amount of oil reserves. Approximately one
month of operations for the Longfellow Ranch is included in the
results of operations 2002 versus a full year in 2003. A
significant portion of the increase in revenues, operating
expenses and production between 2003 and 2002 is attributable to
the Longfellow Ranch Field acquisition, as well as the
TransTexas acquisition effective August 28, 2003.
Revenues for the 2003 increased $63.2 million or 172% as
compared to 2002. Approximately $28.4 million of the
increase is attributable to the Longfellow Ranch acquisition and
$21.5 million of the increase was attributable to the
TransTexas acquisition, with the remainder attributable to
higher gas and oil price realizations. The increases were
partially offset by realized losses of $8.3 million in 2003
as compared to realized losses of $1.2 million in 2002
relating to the Companys derivatives positions.
Our average natural gas price increased by $1.54 per mcfe or
48.7% and our average crude oil price increased by $3.39 per
mcfe or 14.2% during 2003 as compared to 2002.
Our natural gas production during 2003 increased 8,086 mmcf
(103.3%) to 15,913 mmcf compared to 2002. Approximately
5,582 mmcf of the 2003 increase in natural gas production
over 2002 was attributable to the Long Fellow Ranch acquisition
and approximately 2,476 mmcf of the increase was attributable to
the acquisition of TransTexas.
Our oil production during 2003 increased by 182 mbbls (28.9%) to
811 mbbls compared to 2002. The increase in oil production was
attributable to the acquisition of TransTexas. The addition of
Long Fellow Ranch added approximately 7 mbbls of oil production
which was offset by oil production declines in existing fields.
For 2003, oil and gas operating expenses increased
$11.4 million (104.2%) to $22.3 million as compared to
$10.9 million in 2002. Oil and gas operating expenses per
mcfe increased $0.09, or 9.6%, compared to 2002. Approximately
$6.4 million of the increase was attributable to the Long
Fellow Ranch acquisition and approximately $4.1 million of
the was attributable to the acquisition of TransTexas. The
remainder of the increase was due to rising operating expenses.
For 2003, DD&A increased $23.9 million (154.4%) to
$39.5 million as compared to $15.5 million during
2002. DD&A per mcfe increased $0.46 or 34.3% to
1.80 per mcfe as compared to $1.34 per mcfe in 2002. The
increase in DD&A was attributable to the increase in
production relating to the acquisitions Long Fellow Ranch and
TransTexas and the increased DD&A rate. The DD&A rate
increased because the acquisition costs of Long Fellow Ranch and
TransTexas were significantly in excess of our historical
acquisition cost per equivalent barrel.
For 2003, G&A increased $1.9 million (31.4%) to
$7.8 million as compared to $5.9 million during 2002.
G&A per mcfe decreased $0.15 or 29.4% to $0.36 per mcfe
as compared to $0.51 per mcfe in 2002. The increase was
attributable to the acquisition of TransTexas. The decrease in
G&A per mcfe was attributable to the acquisition of Long
Fellow Ranch which added significant production and minimal
additional G&A expenses.
8
The Companys real estate activities comprise three
operating areas: 1) rental real estate, 2) property
development, and 3) resort operations. The operating
performance of the three segments was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income on financing leases
|
|
$ |
9,880 |
|
|
$ |
13,115 |
|
|
$ |
14,722 |
|
|
|
Rental income
|
|
|
9,014 |
|
|
|
8,055 |
|
|
|
8,289 |
|
|
Property development
|
|
|
26,591 |
|
|
|
13,265 |
|
|
|
76,024 |
|
|
Resort operations
|
|
|
16,210 |
|
|
|
12,376 |
|
|
|
12,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
61,695 |
|
|
|
46,811 |
|
|
|
111,956 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate
|
|
|
10,733 |
|
|
|
8,205 |
|
|
|
10,548 |
|
|
Property development
|
|
|
18,486 |
|
|
|
9,129 |
|
|
|
54,640 |
|
|
Resort operations
|
|
|
15,719 |
|
|
|
11,580 |
|
|
|
13,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
44,938 |
|
|
|
28,914 |
|
|
|
78,245 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
16,757 |
|
|
$ |
17,897 |
|
|
$ |
33,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
Revenues decreased by $2.3 million, or 10.8% during the
year ended December 31, 2004 as compared to the same period
in 2003. The decrease was attributable to the sale of financing
lease properties in 2004. Operating expenses increased by
$2.5 million or 30.8% during the year ended
December 31, 2004 as compared to the same period in 2003.
The increase was attributable to property write-downs in 2004.
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
Revenues decreased by $1.8 million, or 8.0%, during the
year ended December 31, 2003 as compared to the same period
in 2002. The decrease was attributable to lease expirations in
2003. Operating expenses decreased by $2.3 million, or
22.2%, during the year ended December 31, 2003 as compared
to the same period in 2002. The decrease was attributable to
property write-downs in 2002 due to tenant bankruptcies and
defaults.
The Company markets portions of its commercial real estate
portfolio for sale. For the years ended, sale activity was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s, except unit data) | |
|
|
(Unaudited) | |
Properties sold
|
|
|
57 |
|
|
|
9 |
|
|
|
12 |
|
Proceeds received
|
|
$ |
245,424 |
|
|
$ |
21,164 |
|
|
$ |
20,513 |
|
Mortgage debt repaid
|
|
$ |
93,845 |
|
|
$ |
538 |
|
|
$ |
|
|
Total gain recorded
|
|
$ |
80,459 |
|
|
$ |
10,474 |
|
|
$ |
8,990 |
|
Gain recorded in continuing operations
|
|
$ |
5,262 |
|
|
$ |
7,121 |
|
|
$ |
8,990 |
|
Gain recorded in discontinued operations
|
|
$ |
75,197 |
|
|
$ |
3,353 |
|
|
$ |
|
|
9
At December 31, 2004, the Company had fifteen properties
under contract or as to which letters of intent had been
executed by potential purchasers, all of which contracts or
letters of intent are subject to purchasers due diligence
and other closing conditions. Selling prics for the properties
covered by the contracts or letters of intent would total
approximately $97.9 million. These properties are
encumbered by mortgage debt of approximately $36.0 million.
At December 31, 2004, the carrying value of these
properties is approximately $62.3 million. In accordance
with generally accepted accounting principles, only the real
estate operating properties under contract or letter of intent,
but not the financing lease properties, were reclassified to
Properties Held for Sale and the related income and
expense reclassified to Income from Discontinued
Operations.
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
Revenues increased by $13.3 million, or 100.5% during the
year ended December 31, 2004 as compared to the same period
in 2003. Operating expenses increased by $9.4 million, or
102.5% during the year ended December 31, 2004, as compared
to the same period in 2003. The resulting increase in operating
income is due to the sale of higher priced units.
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
Revenues decreased by $62.8 million, or 82.6% during the
year ended December 31, 2003 as compared to the same period
in 2002. Operating expenses decreased by $45.5 million, or
83.3% during the year ended December 31, 2003 as compared
to the same period in 2002. The resulting decrease in operating
income is due a decrease in the number of units sold as
previously active subdivisions were depleted by sales.
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
Revenues increased by $3.8 million, or 31% during the year
ended December 31, 2004 as compared to the same period in
2003. This increase is due to the acquisition of Grand Harbor.
Operating expenses increased by $4.1 million, or 35.7%
during the year ended December 31, 2004 as compared to the
same period in 2003. The increase is due to the acquisition of
Grand Harbor.
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
Revenues decreased by $0.5 million, or 4.2% during the year
ended December 31, 2003 as compared to the same period in
2002.
Operating expenses decreased by $1.5 million, or 11.3%
during the year ended December 31, 2003 as compared to the
same period in 2002. The decrease is due to a decrease in
payroll and related expenses.
|
|
|
Corporate and Investments |
General and administrative expenses relate principally to
payroll and expense of the holding company.
|
|
|
General and Administrative Expenses |
|
|
|
Year ended December 31, 2004 compared to the year ended
December 31, 2003 |
General and administrative costs increased $3.1 million, or
64.8% as compared to the same period in 2003, due largely to
higher compensation costs and professional fees.
|
|
|
Year ended December 31, 2003 compared to the year ended
December 31, 2002 |
General and administrative costs increased $0.3 million, or
6.5% as compared to the same period in 2002, due largely to
general cost increases.
10
|
|
|
Interest Income and Expense |
Interest expense increased by $23.3 million, or 60.0%,
during the year ended December 31, 2004 as compared to the
same period in 2003. This increase reflects the increased amount
of borrowings. Interest income increased by $21.4 million,
or 90.0%, during the year ended December 31, 2004 as
compared to the same period in 2003. The increase is due to the
repayment of two mezzanine loans, on which interest was not
recognized until received, and increased interest income on
other investments.
Interest expense increased by $1.7 million, or 4.5%, during
the year ended December 31, 2003 as compared to the same
period in 2002. This increase reflects the increased amount of
borrowings. Interest income decreased by $9.6 million, or
28.8%, during the year ended December 31, 2003 as compared
to the same period in 2002. The decrease is primarily
attributable to the prepayment of a loan to Mr. Icahn in
2003, a prepayment of a mezzanine loan in May 2002 which
included a payment of $7.9 million of interest and a
decline in interest rates on US. Government and Agency
obligations as higher rate bonds were called in 2002.
Other income (expense) for the years ended
December 31, 2004, 2003 and 2002 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Net gains on sales of marketable securities
|
|
$ |
40,159 |
|
|
$ |
1,653 |
|
|
$ |
8,712 |
|
Unrealized losses on securities sold short
|
|
|
(23,619 |
) |
|
|
|
|
|
|
|
|
Impairment of investment in GB Holdings, Inc.
|
|
|
(15,600 |
) |
|
|
|
|
|
|
|
|
Writedown of marketable equity and debt securities
|
|
|
|
|
|
|
(19,759 |
) |
|
|
(8,476 |
) |
Minority interest
|
|
|
2,074 |
|
|
|
2,721 |
|
|
|
(295 |
) |
Gain on sale or disposition of real estate
|
|
|
5,262 |
|
|
|
7,121 |
|
|
|
8,990 |
|
Other
|
|
|
6,740 |
|
|
|
(140 |
) |
|
|
(1,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,016 |
|
|
$ |
(8,404 |
) |
|
$ |
7,046 |
|
|
|
|
|
|
|
|
|
|
|
Minority interest expense decreased for the year ended
December 31, 2004 when compared to comparable period in the
prior year as a result of a decrease in net losses at GB
Holdings, Inc. (GBH) partially offset by an increase
in net earnings of TransTexas and an increase in the minority
ownership position of GBH. Minority interest expense increased
for the year ended December 31, 2003 as compared to a
comparable period in the prior year as a result of an increase
in net losses of GBH.
|
|
|
Effective Income Tax Rate |
The Company recorded an income tax provision of
$18.3 million and an income tax benefit of
$15.8 million on pre-tax income of $90.9 million and
$42.9 million for the years ended December 31, 2004
and 2003, respectively. The Companys effective income tax
rate was 20.1% and (36.8%) for the respective period. The
difference between the effective tax rate and statutory federal
rate of 35% is due principally due to a change in the valuation
allowance and income not subject to taxation.
The Company recorded income tax benefit of $15.8 million
and an income tax provision of $10.9 million on pre-tax
income of $42.9 million and $53.6 million for the
years ended December 31, 2003 and 2002, respectively. The
Companys effective income tax rate was (36.8%) and 20.3%
for the respective period. The difference between the effective
tax rate and statutory federal rate of 35% is due principally to
a change in the valuation allowance.
The results of operations for oil and gas, gaming and resort
operations are seasonal in nature.
11
Liquidity and Capital Resources
|
|
|
Consolidated Financial Results |
The Company is a holding company and derives substantially all
of its operating cash flow from its subsidiaries. Additionally,
the Company seeks and obtains debt financing from the capital
markets. The Company relies upon its invested cash balances,
distributions and other payments from its subsidiaries to
generate the funds necessary to meet its obligations. The
ability of the Companys subsidiaries to pay dividends or
distributions is subject to, among other things, the
availability of sufficient funds in such subsidiaries, and
restrictions under existing debt and applicable state laws.
Claims of creditors of the Companys subsidiaries will
generally have priority as to the assets of such subsidiaries
over the claims of the Company and its creditors and unit
holders.
A summary of the Companys overall borrowings as of
December 31, 2004 is as follows:
|
|
|
|
|
|
|
December 31, | |
|
|
2004 | |
|
|
| |
|
|
(In $000s) | |
Senior unsecured 8.125% notes due 2012
|
|
$ |
350,598 |
|
Senior secured 7.85% notes due 2012
|
|
|
215,000 |
|
Borrowings under credit facilities due 2006
|
|
|
51,834 |
|
Mortgages payable due 2007 to 2014
|
|
|
91,896 |
|
GBH 11% Notes due 2005
|
|
|
43,741 |
|
Other
|
|
|
6,738 |
|
|
|
|
|
Total long-term debt
|
|
|
759,807 |
|
Less: current portion
|
|
|
76,679 |
|
|
|
|
|
|
|
$ |
683,128 |
|
|
|
|
|
In January 2004, American Casino & Entertainment
Properties LLC (ACEP) issued senior secured notes
due 2012. The notes, in the aggregate principal amount of
$215.0 million, bear interest at the rate of 7.85% per
annum. ACEP used the proceeds of the offering for the Arizona
Charlies acquisitions, to repay intercompany indebtedness
and for distributions to American Real Estate Holdings Limited
Partnership (AREH). ACEP also has a
$20.0 million credit facility. At December 31, 2004,
there were no borrowings under the credit facility. The
restrictions imposed by ACEPs senior secured notes and the
credit facility likely will preclude our receiving payments from
the operations of our principal hotel and gaming properties.
ACEP accounted for 44.8% of our revenues and 53.6% of our
operating income in 2004.
ACEPs 7.85% senior secured notes due 2012 restrict
the payment of cash dividends or distributions by ACEP, the
purchase of its equity interests, the purchase, redemption,
defeasance or acquisition of debt subordinated to ACEPs
notes and investments as restricted payments.
ACEPs notes also prohibit the incurrence of debt, or the
issuance of disqualified or preferred stock, as defined by ACEP,
with certain exceptions, provided that ACEP may incur debt or
issue disqualified stock if, immediately after such incurrence
or issuance, the ratio of consolidated cash flow to fixed
charges (each as defined) for the most recently ended four full
fiscal quarters for which internal financial statements are
available immediately preceding the date on which such
additional indebtedness is incurred or disqualified stock or
preferred stock is issued would have been at least 2.0 to 1.0,
determined on a pro forma basis giving effect to the debt
incurrence or issuance. As of December 31, 2004, such ratio
was 3.9 to 1.0. The ACEP notes also restrict the creation of
liens, the sale of assets, mergers, consolidations or sales of
substantially all of its assets, the lease or grant of a
license, concession, other agreements to occupy, manage or use
our assets, the issuance of capital stock of restricted
subsidiaries and certain related party transactions. The ACEP
notes allow it to incur indebtedness, among other things, of up
to $50 million under credit facilities, non-recourse
financing of up to $15 million to finance the construction,
purchase or lease of personal or real property used in its
business, permitted affiliate subordinated indebtedness (as
defined), the issuance of additional 7.85% senior secured
notes due 2012 in an
12
aggregate principal amount not to exceed 2.0 times net cash
proceeds received from equity offerings and permitted affiliate
subordinated debt, and additional indebtedness of up to
$10.0 million.
Additionally, ACEPs senior secured revolving credit
facility allows for borrowings of up to $20.0 million,
including the issuance of letters of credit of up to
$10.0 million. Loans made under the senior secured
revolving facility will mature and the commitments under them
will terminate in January 2008, At December 31, 2004, there
were not any borrowings or letters of credit outstanding under
the facility. The facility contains restrictive covenants
similar to those contained in the 7.85% senior secured
notes due 2012. In addition, the facility requires that, as of
the last date of each fiscal quarter, ACEPs ratio of net
property, plant and equipment for key properties, as defined, to
consolidated first lien debt be not less than 5.0 to 1.0 and
ACEPs ratio of consolidated first lien debt to
consolidated cash flow not be more than 1.0 to 1.0. At
December 31, 2004, these ratios were 83.9 to 1.0 and 0. l
to 1.0, respectively.
On May 12, 2004, we and American Real Estate Finance Corp.
(AREF) issued senior notes due 2012. The notes, in
the aggregate principal amount of $353.0 million, and
priced at 99.266% of principal amount, bear interest at a rate
of
81/8% per
annum. The notes are guaranteed by AREH. Net proceeds from the
offering have been and will continue to be used for general
business purposes, including to pursue our primary business
strategy of acquiring undervalued assets in either our existing
lines of business or other businesses and to provide additional
capital to grow our existing businesses.
On February 7, 2005, we and AREF issued senior notes due
2013. The notes, in the aggregate principal amount of
$480 million, bear interest at a rate of
71/8% per
annum. The notes are guaranteed by AREH. Net proceeds from the
offering will be used to fund the acquisition of TransTexas, to
pay related fees and expenses, and for general business
purposes, including to pursue our primary business strategy of
acquiring undervalued assets in either our existing lines of
business or other businesses and to provide additional capital
to grow our existing businesses.
Our
81/8% senior
notes due 2012 and
71/8% notes
due 2013 restrict the payment of cash dividends or
distributions, the purchase of equity interests or the purchase,
redemption, defeasance or acquisition of debt subordinated to
the
81/8% senior
notes due 2012 and
71/8% notes
due 2013. The notes also restrict the incurrence of debt, or the
issuance of disqualified stock, as defined, with certain
exceptions, provided that we may incur debt or issue
disqualified stock if, immediately after such incurrence or
issuance, the ratio of the aggregate principal amount of all
outstanding indebtedness of American Real Estate Partners, L.P.
(AREP) and its subsidiaries on a consolidated basis
to the tangible net worth of AREP and its subsidiaries on a
consolidated basis would have been less than 1.75 to 1.0. As of
December 31, 2004, such ratio was 0.5 to 1.0, and 0.87 to
1.0 giving pro forma effect to the issuance of the
71/8% notes
due 2013. In addition, both issues of notes require that on each
quarterly determination date that the Fixed Charge Coverage
Ratio of us and the guarantor of the notes (currently only AREH)
for the four consecutive fiscal quarters most recently completed
prior to such quarterly determination date be at least 1.5 to
1.0. For the four quarters ended December 31, 2004, such
ratio was 2.98 to 1.0. If the ratio is less than 1.5 to 1.0, we
will be deemed to have satisfied this test if there is deposited
cash, which together with cash previously deposited for such
purpose and not released, equal to the amount of interest
payable on the notes for one year. If at any subsequent
quarterly determination date, the ratio is at least 1.5 to 1.0,
such deposited funds will be released to us. The notes also
require, on each quarterly determination date, that the ratio of
total unencumbered assets, as defined, to the principal amount
of unsecured indebtedness, as defined, be greater than 1.5 to
1.0 as of the last day of the most recently completed fiscal
quarter. As of December 31, 2004, such ratio was 5.0 to
1.0, and 2.7 to 1.0, giving pro forma effect to the issuance of
the
71/8% notes
due 2013. The notes also restrict the creation of liens,
mergers, consolidations and sales of substantially all of our
assets, and transactions with affiliates. As of
December 31, 2004, based upon these tests, on a pro forma
basis, giving effect to the issuance of the
71/8% notes
due 2013, we and AREH could have incurred up to approximately
$1.1 billion of additional indebtedness.
Notes issued by GBH and Atlantic Coast Entertainment Holdings,
Inc. (Atlantic Holdings) also contain restrictions
on dividends and distributions and loans to us, as well as other
transactions with us. The operating subsidiary of NEG Holdings,
of which we have agreed to acquire a membership interest, has a
credit
13
agreement which contains covenants that have the effect of
restricting dividends or distributions. These, together with the
ACEP indenture and the indenture governing the notes, likely
will preclude our receiving payments from the operations of our
principal hotel and casino and certain of our oil and gas
properties.
Net cash provided by continuing operating activities was
$156.8 million for the year ended December 31, 2004 as
compared to $71.9 million in the comparable period of 2003.
Our cash and cash equivalents and investments in
U.S. government and agency obligations increased by
$293.8 million during the year ended December 31, 2004
primarily due to proceeds from senior notes payable
($565.4 million), cash flow from operations
($164.0 million), property sales proceeds
($151.6 million), proceeds from the sale of marketable
equity and debt securities ($90.6 million), repayment of
mezzanine loans ($49.1 million), cash from pooling of
entities ($23.8 million), members contributions
($22.8 million), proceeds from additional debt
($18.8 million) and other ($12.6 million), partially
offset by the purchase of debt securities ($346.7 million),
acquisitions ($125.9 million), capital expenditures
($241.8 million), repayment of debt ($39.6 million),
debt issuance costs ($25.2 million), distribution to
members ($17.9 million) and other ($7.8 million).
The Company is continuing to pursue the purchase of assets,
including assets that may not generate positive cash flow, are
difficult to finance or may require additional capital, such as
properties for development, non-performing loans, securities of
companies that are undergoing or that may undergo restructuring,
and companies that are in need of capital. All of these
activities require us to maintain a strong capital base and
liquidity.
In connection with its acquisition of the assets of WestPoint
Stevens Inc., the Company made a payment of approximately
$312.0 million in August 2005. This amount was funded from
the Companys existing cash resources.
The following table reflects, at December 31, 2004, our
contractual cash obligations, subject to certain conditions, due
over the indicated periods and when they come due:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than | |
|
1-3 | |
|
3-5 | |
|
After | |
|
|
|
|
1 Year | |
|
Years | |
|
Years | |
|
5 Years | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Mortgages payable
|
|
$ |
4.8 |
|
|
$ |
40.9 |
|
|
$ |
9.3 |
|
|
$ |
36.9 |
|
|
$ |
91.9 |
|
Senior secured 7.85%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
215.0 |
|
|
|
215.0 |
|
Senior unsecured 8.125%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
353.0 |
|
|
|
353.0 |
|
Senior debt interest
|
|
|
78.3 |
|
|
|
159.5 |
|
|
|
159.5 |
|
|
|
211.3 |
|
|
|
608.6 |
|
Credit facility
|
|
|
|
|
|
|
51.8 |
|
|
|
|
|
|
|
|
|
|
|
51.8 |
|
GBH 11% notes
|
|
|
43.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.7 |
|
Other
|
|
|
5.0 |
|
|
|
12.2 |
|
|
|
7.5 |
|
|
|
|
|
|
|
24.7 |
|
Acquisition of TransTexas
|
|
|
180.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180.0 |
|
Construction and development obligations
|
|
|
55.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55.0 |
|
Lease obligations
|
|
|
3.0 |
|
|
|
5.8 |
|
|
|
5.7 |
|
|
|
15.3 |
|
|
|
29.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
369.8 |
|
|
$ |
270.2 |
|
|
$ |
182.0 |
|
|
$ |
831.5 |
|
|
$ |
1,653.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBH may be unable to pay the interest or principal on the
11% Notes at maturity which may impact its ability to
continue as a going concern. GBHs ability to pay the
interest and principal amount of the remaining 11% Notes at
maturity on September 29, 2005 will depend upon its ability
to refinance such Notes on favorable terms or at all or to
derive sufficient funds from the sale of Atlantic Holdings
common stock or from a borrowing. GBH did not pay the interest
and principal amount due on the 11% Notes. On
September 29, 2005, GBH filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy
Code.
14
Our primary source of cash for our gaming operations is from the
operation of our properties. In addition to cash from
operations, cash is available to us, if necessary, under our
separate senior secured revolving credit facilities for our
Atlantic City and Las Vegas subsidiaries. Our Las Vegas
operations have a $20.0 million facility and our Atlantic
City operation has a $10.0 million facility. Both
facilities are subject to us complying with financial and other
covenants. We had availability under our credit facilities of
$20.0 million and $10.0 million for Las Vegas and
Atlantic City, respectively, at December 31, 2004, subject
to continuing compliance with existing covenant restrictions.
Our Las Vegas facility expires January 29, 2008 and our
Atlantic City facility expires on November 11, 2005. The
Company has begun negotiations to extend the Atlantic City
facility. The cash generated from operations and credit
facilities of Las Vegas and Atlantic City are not available to
fund the operations of the other.
The gaming operations are operated separately from the rest of
AREP and, under terms of its senior secured notes, the ability
to pay dividends and engage in other transactions with AREP are
limited.
Capital spending for the Las Vegas Operations was approximately
$14.0 million, $30.4 million and $22.1 million
for the years ended December 31, 2004, 2003 and 2002,
respectively. Capital spending for the Atlantic City operation
was approximately $16.6 million, $12.8 million and
$14.1 million for the years ended December 31, 2004,
2003 and 2002, respectively. We have estimated our combined
capital expenditures for 2005 to be $30.1 million, which we
anticipate to include approximately $8.1 million to
refurbish rooms, install the new Insanity ride and construct a
nightclub at the Stratosphere and approximately
$1.3 million of $8.0 million to expand the gaming
floor, including purchasing slot machines at Arizona
Charlies. The remainder of our capital spending estimate
for 2005 will be for upgrades or maintenance to our existing
assets.
Our primary sources of cash for AREP Oil and Gas is from the
sale of gas and oil from our gas and oil properties and
borrowings. During the year ended December 31, 2004, cash
flows from operations provided by our oil and gas segment was
$91.6 million compared to $4.7 million in 2003. The
increase was primarily attributable higher sales revenues due to
the acquisition of TransTexas and higher price realizations.
During the year ended December 31, 2004 our oil and gas
capital expenditures aggregated $115 million. Our capital
expenditures for 2005 are forecasted to be $161.8 million.
A subsidiary of AREP Oil and Gas, NEG Holdings, has a credit
facility with an unrelated entity that provides for a loan
commitment of up to $120 million (increased to
$150 million in 2005) and a letter of credit agreement of
up to $15 million (provided, the outstanding aggregate
amount of the unpaid borrowing, plus the aggregate undrawn face
amount of all outstanding letters of credit shall not exceed the
bowing base). All of AREP Oil and Gass interest in NEG
Holdings is pledged as collateral under the credit facility. As
of December 31, 2004, the subsidiary had outstanding
borrowings of $51.9 million.
The credit facility requires, among other things that NEG
holdings provide semiannual reserve reports covering oil and
natural gas properties, and maintenance of certain financial
ratios, including the maintenance of a minimum interest coverage
ratio, a current ratio, and a minimum tangible net worth. NEG
Holdings was not in compliance with the minimum interest
coverage ratio at December 31, 2004 and obtained a waiver
for this covenant. NEG Holdings was in compliance with all other
covenants at December 31, 2004.
The planned capital expenditures do not include any major
acquisitions that we may consider from time to time.
Historically we have funded our oil and gas capital expenditures
from oil and gas operating cash flows and bank borrowings. Our
oil and gas operating cash flows may fluctuate significantly due
to changes in oil and gas commodity prices, production
interruptions and other factors. The timing of most of our oil
and gas capital expenditures is discretionary because we have no
long-term capital expenditure commitments. We may vary our
capital expenditures as circumstances warrant in the future.
15
The Companys real estate operations generate cash through
rentals and leases and asset sales (principally sales of rental
properties) and the operation of resorts. All of these
operations generate cash flows from operations.
Real estate development activities are currently a significant
use of funds. With our renewed development activity at New
Seabury and Grand Harbor, it is expected that cash expenditures
over the next year will approximate $100 million. Such
amounts will be funded through advances from our existing cash
reserves and then from unit sales.
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Asset Sales and Purchases |
During the year ended December 31, 2004, we sold
57 rental real estate properties for approximately
$245.4 million, which were encumbered by mortgage debt of
approximately $93.8 million which was repaid from the sales
proceeds. As of December 31, 2004, we had entered into
conditional sales contracts or letters of intent for 15
additional rental real estate properties, all of which contracts
or letters of intent are subject to purchasers due
diligence and other closing conditions. Selling prices for the
properties covered by the contracts or letters of intent would
total approximately $97.9 million. These properties are
encumbered by mortgage debt of approximately $36.0 million.
Net proceeds from the sale or disposal of portfolio properties
totaled approximately $151.6 million in the year ended
December 31, 2004. During 2003, net sales proceeds totaled
approximately $20.6 million.
The types of assets we are pursuing, including assets that may
not be readily financeable or generate positive cash flow, such
as development properties, non-performing mortgage loans or
securities of companies which may be undergoing restructuring,
require significant capital investment or require us to maintain
a strong capital base in order to own, develop and reposition
these assets.
In 2003, 17 leases covering 17 rental real estate
properties and representing approximately $2.2 million in
annual rentals expired. Twelve leases originally representing
$1.6 million in annual rental income were renewed for
$1.4 million in annual rentals. Such renewals are generally
for a term of five years. Five properties with annual rental
income of $0.6 million were not renewed.
In 2004, 11 leases covering 11 rental real estate
properties and representing approximately $1.8 million in
annual rentals expired. Eight leases representing
$1.5 million in annual rental income were renewed for
$1.5 million in annual rentals. Such renewals are generally
for a term of five years. Three properties with annual rentals
of $0.3 million were not renewed.
In 2005, 14 leases covering 24 rental real estate
properties representing approximately $3.6 million in
annual rentals are scheduled to expire. Six leases representing
approximately $2.9 million in annual rentals were renewed
for approximately $2.9 million. Such renewals are generally
for a term of 10 years. Three properties with annual
rentals of approximately $0.2 million have not been
renewed. The status of five properties with annual rentals of
approximately $0.5 million has not yet been determined.
Real estate development activities are currently a significant
use of funds. With the Companys renewed development
activity at New Seabury and Grand Harbor it is expected that
cash expenditures over the next three years will be
approximately $60.0 million, of which most of the
expenditures will occur in 2006 and 2007. Such amounts will be
funded through advances from the Companys existing cash
reserves.
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|
|
Preferred Unit Distributions |
No cash distributions on our depositary units are expected to be
made in 2005. We continue to believe that we should continue to
hold and invest, rather than distribute, cash. We intend to
continue to apply available cash flow toward operations,
repayment of maturing indebtedness, tenant requirements,
investments, acquisitions and other capital expenditures.
16
On March 31, 2004, we distributed to holders of record of
our preferred units as of March 12, 2004, 489,657
additional preferred units. Pursuant to the terms of the
preferred units, on March 4, 2005, we declared our
scheduled annual preferred unit distribution payable in
additional preferred units at the rate of 5% of the liquidation
preference of $10.00. The distribution is payable on
March 31, 2005 to holders of record as of March 15,
2005. In March 2005, the number of authorized preferred units
was increased to 10,900,000.
Our preferred units are subject to redemption at our option on
any payment date, and the preferred units must be redeemed by us
on or before March 31, 2010. The redemption price is
payable, at our option, subject to the indenture, either all in
cash or by the issuance of depositary units, in either case, in
an amount equal to the liquidation preference of the preferred
units plus any accrued but unpaid distributions thereon.
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|
|
Critical Accounting Policies and Estimates |
Our consolidated financial statements have been prepared in
accordance with generally accepted accounting principles, or
GAAP. The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and
liabilities. Among others, estimates are used when accounting
for valuation of investments, recognition of casino revenues and
promotional allowances and estimated costs to complete its land,
house and condominium developments. Estimates and assumptions
are evaluated on an ongoing basis and are based on historical
and other factors believed to be reasonable under the
circumstances. The results of these estimates may form the basis
of the carrying value of certain assets and liabilities and may
not be readily apparent from other sources. Actual results,
under conditions and circumstances different from those assumed,
may differ from estimates.
We accounted for our acquisitions of NEG, NEG Holdings,
TransTexas, Panaco, GBH and the Arizona Charlies hotels
and casinos as assets transferred between entities under common
control which required that they be accounted for at historical
costs similar to a pooling of interests.
We believe the following accounting policies are critical to our
business operations and the understanding of results of
operations and affect the more significant judgments and
estimates used in the preparation of our consolidated financial
statements.
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|
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of |
Long-lived assets held and used by us and long-lived assets to
be disposed of, are reviewed for impairment whenever events or
changes in circumstances, such as vacancies and rejected leases,
indicate that the carrying amount of an asset may not be
recoverable.
In performing the review for recoverability, we estimate the
future cash flows expected to result from the use of the asset
and its eventual disposition. If the sum of the expected future
cash flows, undiscounted and without interest charges, is less
than the carrying amount of the asset an impairment loss is
recognized. Measurement of an impairment loss for long-lived
assets that we expect to hold and use is based on the fair value
of the asset. Long-lived assets to be disposed of are reported
at the lower of carrying amount or fair value less cost to sell.
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Commitments and Contingencies
Litigation |
On an ongoing basis, we assess the potential liabilities related
to any lawsuits or claims brought against us. While it is
typically very difficult to determine the timing and ultimate
outcome of such actions, we use our best judgment to determine
if it is probable that we will incur an expense related to the
settlement or final adjudication of such matters and whether a
reasonable estimation of such probable loss, if any, can
be made. In assessing probable losses, we make estimates of the
amount of insurance recoveries, if any. We accrue a liability
when we believe a loss is probable and the amount of loss can be
reasonably estimated. Due to the inherent uncertainties related
to the eventual outcome of litigation and potential insurance
recovery, it is possible that certain matters may be resolved
for amounts materially different from any provisions or
disclosures that we have previously made.
17
|
|
|
Marketable Equity and Debt Securities and Investment in
U.S. Government and Agency Obligations |
Investments in equity and debt securities are classified as
either held-to-maturity or available for sale for accounting
purposes. Investment in U.S. government and agency
obligations are classified as available for sale. Available for
sale securities are carried at fair value on our balance sheet.
Unrealized holding gains and losses are excluded from earnings
and reported as a separate component of partners equity.
Held-to-maturity securities are recorded at amortized cost.
A decline in the market value of any held-to-maturity security
below cost that is deemed to be other than temporary results in
a reduction in carrying amount to fair value. The impairment is
charged to earnings and a new cost basis for the security is
established. Dividend income is recorded when declared and
interest income is recognized when earned.
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Mortgages and Notes Receivable |
We have generally not recognized any profit in connection with
the property sales in which certain purchase money mortgages
receivable were taken back. Such profits are being deferred and
will be recognized when the principal balances on the purchase
money mortgages are received.
We engage in real estate lending, including making second
mortgage or secured mezzanine loans to developers for the
purpose of developing single-family homes, luxury garden
apartments or commercial properties. These loans are subordinate
to construction financing and we target an interest rate in
excess of 20% per annum. However interest is not paid
periodically and is due at maturity or earlier from unit sales
or refinancing proceeds. We defer recognition of interest income
on mezzanine loans pending receipt of principal and interest
payments.
Revenue from real estate sales and related costs are recognized
at the time of closing primarily by specific identification. We
follow the guidelines for profit recognition set forth by
Financial Accounting Standards Board (FASB) Statement
No. 66, Accounting for Sales of Real Estate.
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Casino Revenues and Promotional Allowances |
We recognize revenues in accordance with industry practice.
Casino revenue is recorded as the net win from gaming
activities, the difference between gaming wins and losses.
Casino revenues are net of accruals for anticipated payouts of
progressive and certain other slot machine jackpots. Revenues
include the retail value of rooms, food and beverage and other
items that are provided to customers on a complimentary basis. A
corresponding amount is deducted as promotional allowances. The
cost of such complimentaries is included in Hotel and casino
operating expenses. We also reward customers, through the
use of loyalty programs, with points based on amounts wagered,
that can be redeemed for a specified period of time for cash. We
deduct the cash incentive amounts from casino revenue.
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Natural Gas Production Imbalances |
We account for natural gas production imbalances using the sales
method, whereby we recognize revenue on all natural gas sold to
our customers notwithstanding the fact its ownership may be less
than 100% of the natural gas sold. We record liabilities for
imbalances greater than our proportionate share of remaining
natural gas reserves.
From time to time, we enter into commodity price swap agreements
(the Hedge Agreements) to reduce our exposure to price risk in
the spot market for natural gas. We follow Statement of
Financial Accounting Standards No. 133 (SFAS 133),
Accounting for Derivative Instruments and Hedging Activities,
which was
18
amended by Statement of Financial Accounting Standards
No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities. These pronouncements established
accounting and reporting standards for derivative instruments
and for hedging activities, which generally require recognition
of all derivatives as either assets or liabilities in the
balance sheet at their fair value. The accounting for changes in
fair value depends on the intended use of the derivative and its
resulting designation. We elected not to designate these
instruments as hedges for accounting purposes, accordingly both
realized and unrealized gains and losses are included in oil and
natural gas revenues.
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Oil and Natural Gas Properties |
We utilize the full cost method of accounting for our crude oil
and natural gas properties. Under the full cost method, all
productive and nonproductive costs incurred in connection with
the acquisition. exploration and development of crude oil and
natural gas reserves are capitalized. and amortized on the
units-of-production method based upon total proved reserves. The
costs of unproven properties are excluded from the amortization
calculation until the individual properties are evaluated and a
determination is made as to whether reserves exist. Conveyances
of properties, including gains or losses on abandonments of
properties, are treated as adjustments to the cost of crude oil
and natural gas properties, with no gain or loss recognized.
Under the full cost method, the net book value of oil and
natural gas properties, less related deferred income taxes, may
not exceed the estimated after-tax future net revenues from
proved oil and natural gas properties, discounted at
10% per year (the ceiling limitation). In arriving at
estimated future net revenues, estimated lease operating
expenses, development costs, abandonment costs, and certain
production related and ad-valorem taxes are deducted. In
calculating future net revenues, prices and costs in effect at
the time of the calculation are held constant indefinitely,
except for changes, which are fixed and determinable by existing
contracts. The net book value is compared to the ceiling
limitation on a quarterly basis.
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Accounting for Asset Retirement Obligations |
We account for our asset retirement obligation under Statement
of Financial Accounting Standards No. 143 (SFAS 143),
Accounting for Asset Retirement Obligations. SFAS 143
provides accounting requirements for costs associated with legal
obligations to retire tangible, long-lived assets. Under
SFAS 143, an asset retirement obligation is needed at fair
value in the period in which it is incurred by increasing the
carrying amount for the related long-lived asset. In each
subsequent period, the liability is accreted to its present
value and the capitalized cost is depreciated over the useful
life of the related asset.
No provision has been made for federal, state or local income
taxes on the results of operations generated by partnership
activities as such taxes are the responsibility of the partners.
The Companys corporate subsidiaries, account for their
income taxes under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit
carry forwards.
Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that
includes the enactment date.
Management periodically evaluates all evidence, both positive
and negative, in determining whether a valuation allowance to
reduce the carrying value of deferred tax assets is still
needed. In 2004 and 2003, we concluded, based on the projected
allocations of taxable income, that our corporate subsidiaries
more likely than not will realize a partial benefit from their
deferred tax assets and loss carryforwards. Ultimate realization
of the deferred tax asset is dependent upon, among other
factors, our corporate subsidiaries ability to generate
sufficient taxable income within the carryforward periods and is
subject to change depending on the tax laws in effect in the
years in which the carryforwards are used.
19
Properties held for investment, other than those accounted for
under the financing method, are carried at cost less accumulated
depreciation unless declines in the value of the properties are
considered other than temporary at which time the property is
written down to net realizable value. Properties held for sale
are carried at the lower of cost or net realizable value. Such
properties are no longer depreciated and their operations are
included in discontinued operations. A property is classified as
held for sale at the time we determine that the criteria in
SFAS 144 have been met.
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Forward Looking Statements |
Statements included in Managements Discussion and Analysis
of Financial Condition and Results of Operations which are not
historical in nature are intended to be, and are hereby
identified as, forward looking statements for
purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67.
Forward-looking statements regarding managements present
plans or expectations involve risks and uncertainties and
changing economic or competitive conditions, as well as the
negotiation of agreements with third parties, which could cause
actual results to differ from present plans or expectations, and
such differences could be material. Readers should consider that
such statements speak only as of the date hereof.
Certain Trends and Uncertainties
In addition to certain trends and uncertainties described
elsewhere in this report, we are subject to the trends and
uncertainties set forth below.
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Competition for acquisitions could adversely affect us and new
acquisitions may fail to perform as expected. |
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|
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We may not be able to identify suitable investments. |
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|
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Our investments may be subject to significant uncertainties. |
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|
|
We and AREH are holding companies and will depend on the
businesses of our subsidiaries to satisfy our obligations under
the notes. |
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|
|
Certain of our management are committed to the management of
other businesses. |
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|
We may be subject to the pension liabilities of our affiliates. |
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|
We are subject to the risk of possibly becoming an investment
company. |
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We may become taxable as a corporation. |
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The oil and gas industry is highly regulated and federal, state
and municipal licensing authorities have significant control
over our operations. |
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|
We face substantial risks in the oil and gas industry. |
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We may be subject to environmental liability. |
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|
We may experience difficulty finding and acquiring additional
reserves and may be unable to compensate for the depletion of
proved reserves. |
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|
|
Difficulties in exploration and development could adversely
affect our financial condition. |
|
|
|
Oil and gas prices are likely to be volatile. |
20
|
|
|
|
|
Operating hazards and uninsured risks are inherent to the oil
and gas industry. |
|
|
|
Our use of hedging arrangements could adversely affect our
results of operations. |
|
|
|
Government regulations impose costs on abandoning oil and gas
facilities. |
|
|
|
The oil and gas industry is highly competitive. |
|
|
|
|
|
Rising operating costs for our gaming and entertainment
properties could have a negative impact on our profitability. |
|
|
|
We face substantial competition in the hotel and casino industry. |
|
|
|
Economic downturns, terrorism and the uncertainty of war, as
well as other factors affecting discretionary consumer spending,
could reduce the number of our visitors or the amount of money
visitors spend at our casinos. |
|
|
|
The gaming industry is highly regulated. The gaming authorities
and state and municipal licensing authorities have significant
control over our operations. |
|
|
|
Our hotels and casinos may need to increase capital expenditures
to compete effectively. |
|
|
|
Increased state taxation of gaming and hospitality revenues
could adversely affect our gaming results of operations. |
|
|
|
|
|
Our investment in property development may be more costly than
anticipated. |
|
|
|
We may not be able to sell our rental properties, which would
reduce cash available for other purposes. |
|
|
|
We face potential adverse effects from tenant bankruptcies or
insolvencies. |
|
|
|
We may be subject to environmental liability. |
|
|
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
The United States Securities and Exchange Commission requires
that registrants include information about primary market risk
exposures relating to financial instruments. Through our
operating and investment activities, we are exposed to market,
credit and related risks, including those described elsewhere
herein. As we may invest in debt or equity securities of
companies undergoing restructuring or undervalued by the market,
these securities are subject to inherent risks due to price
fluctuations, and risks relating to the issuer and its industry,
and the market for these securities may be less liquid and more
volatile than that of higher rated or more widely followed
securities.
Other related risks include liquidity risks, which arise in the
course of our general funding activities and the management of
our balance sheet. This includes both risks relating to the
raising of funding with appropriate maturity and interest rate
characteristics and the risk of being unable to liquidate an
asset in a timely manner at an acceptable price. Real estate
investments by their nature are often difficult or
time-consuming to liquidate. Also, buyers of minority interests
may be difficult to secure, while transfers of large block
positions may be subject to legal, contractual or market
restrictions. Our other operating risks include lease
terminations, whether scheduled terminations or due to tenant
defaults or bankruptcies, development risks, and environmental
and capital expenditure matters, as described elsewhere herein.
We invest in U.S. government and agency obligations which
are subject to interest rate risk. As interest rates fluctuate,
we will experience changes in the fair value of these
investments with maturities greater than one year. If interest
rates increased 100 basis points, the fair value of these
investments at December 31, 2004, would decline by
approximately $200,000.
21
The approximate estimated fair values of the mortgages payable
as of December 31, 2004 and 2003 are summarized as follows
(in $000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 | |
|
At December 31, 2003 | |
|
|
| |
|
| |
|
|
Carrying | |
|
Estimated | |
|
Carrying | |
|
Estimated | |
|
|
Value | |
|
Fair Value | |
|
Value | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Total
|
|
$ |
91,896 |
|
|
$ |
93,900 |
|
|
$ |
180,989 |
|
|
$ |
185,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The approximate estimated fair values of the GBH notes as of
December 31, 2004 and 2003 are summarized as follows (in
$000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 | |
|
At December 31, 2003 | |
|
|
| |
|
| |
|
|
Carrying | |
|
Estimated | |
|
Carrying | |
|
Estimated | |
|
|
Value | |
|
Fair Value | |
|
Value | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Total
|
|
$ |
43,741 |
|
|
$ |
35,430 |
|
|
$ |
83,100 |
|
|
$ |
69,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlantic Holding Notes
|
|
$ |
2,335 |
|
|
$ |
2,271 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The oil and gas segments revenues are derived from the
sale of its crude oil and natural gas production. The prices for
oil and gas remain extremely volatile and sometimes experience
large fluctuations as a result of relatively small changes in
supply, weather conditions, economic conditions and government
actions. From time to time, the Company enters into derivative
financial instruments to manage oil and gas price risk.
The Company utilizes price collars to reduce the
risk of changes in oil and gas prices. Under these arrangements,
no payments are due by either party so long as the market price
is above the floor price set in the collar below the ceiling. If
the price falls below the floor, the counter-party to the collar
pays the difference to the Company and if the price is above the
ceiling, the counter-party receives the difference from the
Company.
The following is a summary of the Companys commodity price
collar agreements as of December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Contract |
|
Production Month | |
|
Volume per Month | |
|
Floor | |
|
Ceiling | |
|
|
| |
|
| |
|
| |
|
| |
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
40,000 Bbls |
|
|
$ |
42.50 |
|
|
$ |
46.00 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
25,000 Bbls |
|
|
$ |
43.60 |
|
|
$ |
45.80 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
150,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
8.35 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
400,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
8.35 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
300,000 MMBTU |
|
|
$ |
3.25 |
|
|
$ |
4.60 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
300,000 MMBTU |
|
|
$ |
4.75 |
|
|
$ |
5.45 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
250,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
8.70 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
16,000 Bbls |
|
|
$ |
41.75 |
|
|
$ |
45.40 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
120,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
7.28 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
500,000 MMBTU |
|
|
$ |
4.50 |
|
|
$ |
5.00 |
|
Subsequent to December 31, 2004, the Company entered into
the following commodity price collar agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Contract |
|
Production Month | |
|
Volume per Month | |
|
Floor | |
|
Ceiling | |
|
|
| |
|
| |
|
| |
|
| |
No cost collars
|
|
|
March - Dec 2005 |
|
|
|
14,000 Bbls |
|
|
$ |
44.50 |
|
|
$ |
48.00 |
|
No cost collars
|
|
|
March - Dec 2005 |
|
|
|
250,000 MMBTU |
|
|
$ |
6.05 |
|
|
$ |
7.30 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
31,000 Bbls |
|
|
$ |
41.65 |
|
|
$ |
45.25 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
540,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
7.25 |
|
The Company records derivatives contracts as assets or
liabilities in the balance sheet at fair value. As of
December 31, 2004 and 2003, these derivatives were recorded
as a liability of $16.7 million (including a current
liability of $8.9 million) and $6.6 million,
respectively. The long-term portion is included in other non-
22
current liabilities. The Company has elected not to designate
any of these instruments as hedges for accounting purposes and,
accordingly, both realized and unrealized gains and losses are
included in oil and gas revenues. The Companys realized
and unrealized losses on its derivatives contracts for the
periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Realized loss (net cash payments)
|
|
$ |
(16,625 |
) |
|
$ |
(8,309 |
) |
|
$ |
(1,244 |
) |
|
Unrealized loss
|
|
|
(9,179 |
) |
|
|
(2,614 |
) |
|
|
(3,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(25,804 |
) |
|
$ |
(10,923 |
) |
|
$ |
(4,852 |
) |
|
|
|
|
|
|
|
|
|
|
For derivatives contracts in loss positions, the Company is
required to provide collateral to Shell Trading (US) in the
form of margin deposits or a letter of credit from a financial
institution. As of December 31, 2003, the Company had
$1.7 million on deposit with Shell Trading (US), which is
included in Other current assets on the balance sheet. As of
December 31, 2004, the Company had issued a letter of
credit in the amount of approximately $11.0 million
securing the Companys derivatives positions.
23
EX-99.3:
EXHIBIT 99.3
|
|
Item 8. |
Financial Statements. |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Partners of
American Real Estate Partners, L.P.
We have audited the accompanying consolidated balance sheet of
American Real Estate Partners, L.P. and Subsidiaries as of
December 31, 2004, and the related consolidated statements
of earnings, changes in partners equity and comprehensive
income, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the
Partnerships management. Our responsibility is to express
an opinion on these financial statements based on our audit. We
did not audit the financial statements of GB Holdings, Inc. and
Subsidiaries and Panaco, Inc., which statements reflect total
assets of 12.4% and total revenue of 25.5% as of
December 31, 2004. Those statements were audited by other
auditors, whose reports thereon have been furnished to us, and
our opinion, insofar as it relates to the amounts included for
GB Holdings, Inc. and Subsidiaries and Panaco, Inc., is based
solely on the reports of the other auditors.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit and the
reports of the other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audit and the reports of other
auditors, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of American Real Estate Partners, L.P. and Subsidiaries
as of December 31, 2004, and the consolidated results of
their operations and their consolidated cash flows for the year
then ended in conformity with accounting principles generally
accepted in the United States of America.
As further described in Note 1, these consolidated
financial statements have been restated to reflect the
acquisitions of entities under common control, which have been
accounted for in a manner similar to a pooling-of-interests. In
addition, these consolidated financial statements have been
reclassified to reflect properties held for sale or sold through
the nine months ended September 30, 2005, as further
described in Note 2.
New York, New York
November 29, 2005
F-1
INDEPENDENT AUDITORS REPORT
To the Board of Directors
Panaco, Inc.
We have audited the balance sheet (not presented herein) of
Panaco, Inc. (the Company or Panaco) as
of December 31, 2004. This balance sheet is the
responsibility of the Companys management. Our
responsibility is to express an opinion on this balance sheet
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the December 31, 2004 balance sheet
referred to above presents fairly, in all material respects, the
financial position of Panaco, Inc., as of December 31, 2004
in conformity with U.S. generally accepted accounting principles.
|
|
|
/s/ Pannell Kerr Foster of
Texas P.C.
|
March 18, 2005
Houston, Texas
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders of GB Holdings, Inc.
We have audited the consolidated balance sheets of
GB Holdings, Inc. and subsidiaries as of December 31,
2004 and 2003 and the related consolidated statements of
operations, changes in shareholders equity, and cash flows
(not presented herein) for each of the years in the three-year
period ended December 31, 2004. In connection with our
audits of the 2004, 2003 and 2002 consolidated financial
statements, we also have audited the related consolidated
financial statement schedule. These consolidated financial
statements and financial statement schedule are the
responsibility of the companys management. Our
responsibility is to express an opinion on these consolidated
financial statements and consolidated financial statement
schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of GB Holdings, Inc. and
subsidiaries as of December 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles.
Also in our opinion, the related consolidated financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth
therein.
The consolidated financial statements have been prepared
assuming that GB Holdings, Inc. will continue as a going
concern. As discussed in Notes 1 and 2 to the consolidated
financial statements, the Company has suffered recurring net
losses, has a net working capital deficiency and has significant
debt obligations which are due within one year that raise
substantial doubt about its ability to continue as a going
concern. Managements plans in regard to these matters are
also described in Notes 1 and 2. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Short Hills, New Jersey
March 11, 2005
F-3
Report of Independent Registered Public Accounting Firm
The Partners
American Real Estate Partners, L.P.:
We have audited the accompanying consolidated balance sheet of
American Real Estate Partners, L.P. and subsidiaries as of
December 31, 2003, and the related consolidated statements
of earnings, changes in partners equity and comprehensive
income, and cash flows for each of the years in the two-year
period ended December 31, 2003. These consolidated
financial statements are the responsibility of the
Partnerships management. Our responsibility is to express
an opinion on these consolidated financial statements based on
our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of American Real Estate Partners, L.P. and subsidiaries
as of December 31, 2003, and the results of their
operations and their cash flows for each of the years in the
two-year period ended December 31, 2003, in conformity with
U.S. generally accepted accounting principles.
As discussed in note 2 to the consolidated financial
statements, effective January 1, 2003, the Partnership
changed its method of accounting for asset retirement
obligations.
New York, New York
November 29, 2005
F-4
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2004 and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(Restated) | |
|
(Restated) | |
|
|
(In $000s except per | |
|
|
unit amounts) | |
ASSETS |
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
806,309 |
|
|
$ |
553,224 |
|
|
Investments
|
|
|
99,088 |
|
|
|
108,409 |
|
|
Trade, notes and other receivables, net
|
|
|
105,486 |
|
|
|
80,818 |
|
|
Other current assets
|
|
|
209,418 |
|
|
|
152,591 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,220,301 |
|
|
|
895,042 |
|
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
|
|
Gaming
|
|
|
445,400 |
|
|
|
468,116 |
|
|
Oil and gas
|
|
|
527,384 |
|
|
|
354,821 |
|
|
Real estate
|
|
|
291,068 |
|
|
|
293,046 |
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
1,263,852 |
|
|
|
1,115,983 |
|
Investments
|
|
|
251,439 |
|
|
|
59,318 |
|
Other assets
|
|
|
125,561 |
|
|
|
86,549 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,861,153 |
|
|
$ |
2,156,892 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS EQUITY |
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$ |
151,657 |
|
|
$ |
89,437 |
|
|
Current portion of long-term debt
|
|
|
76,679 |
|
|
|
120,264 |
|
|
Securities sold not yet purchased
|
|
|
90,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
319,010 |
|
|
|
209,701 |
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
683,128 |
|
|
|
254,157 |
|
Other non-current liabilities and minority interest
|
|
|
110,529 |
|
|
|
63,989 |
|
Preferred limited partnership units:
|
|
|
|
|
|
|
|
|
|
$10 liquidation preference, 5% cumulative pay-in-kind;
10,400,000 authorized; 10,286,264 and 9,796,607 issued and
outstanding as of December 31, 2004 and 2003
|
|
|
106,731 |
|
|
|
101,649 |
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
900,388 |
|
|
|
419,795 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,219,398 |
|
|
|
629,496 |
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Partners equity
|
|
|
|
|
|
|
|
|
Limited partners:
|
|
|
|
|
|
|
|
|
|
Depositary units; 47,850,000 authorized; 47,235,484 outstanding
|
|
|
1,301,625 |
|
|
|
1,181,078 |
|
General partner
|
|
|
352,051 |
|
|
|
358,239 |
|
Treasury units at cost:
|
|
|
|
|
|
|
|
|
|
1,137,200 depositary units
|
|
|
(11,921 |
) |
|
|
(11,921 |
) |
|
|
|
|
|
|
|
Partners equity
|
|
|
1,641,755 |
|
|
|
1,527,396 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners equity
|
|
$ |
2,861,153 |
|
|
$ |
2,156,892 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
F-5
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Years Ended December 31, 2004, 2003 and 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Restated) | |
|
(Restated) | |
|
(Restated) | |
|
|
(In $000s, except per unit data) | |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming, net
|
|
$ |
470,836 |
|
|
$ |
430,369 |
|
|
$ |
439,912 |
|
|
Oil and gas
|
|
|
137,988 |
|
|
|
99,909 |
|
|
|
36,733 |
|
|
Real estate
|
|
|
61,695 |
|
|
|
46,811 |
|
|
|
111,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
670,519 |
|
|
|
577,089 |
|
|
|
588,601 |
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming
|
|
|
419,601 |
|
|
|
407,567 |
|
|
|
423,260 |
|
|
Oil and gas
|
|
|
104,935 |
|
|
|
69,569 |
|
|
|
32,364 |
|
|
Real estate
|
|
|
44,938 |
|
|
|
28,914 |
|
|
|
78,245 |
|
|
General and administrative expenses
|
|
|
7,779 |
|
|
|
4,720 |
|
|
|
4,433 |
|
|
Acquisition costs
|
|
|
414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
577,667 |
|
|
|
510,770 |
|
|
|
538,302 |
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
92,852 |
|
|
|
66,319 |
|
|
|
50,299 |
|
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(62,183 |
) |
|
|
(38,865 |
) |
|
|
(37,204 |
) |
|
Interest income
|
|
|
45,241 |
|
|
|
23,806 |
|
|
|
33,427 |
|
|
Other income (expense), net
|
|
|
15,016 |
|
|
|
(8,404 |
) |
|
|
7,046 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
90,926 |
|
|
|
42,856 |
|
|
|
53,568 |
|
|
Income tax (expense) benefit
|
|
|
(18,312 |
) |
|
|
15,792 |
|
|
|
(10,880 |
) |
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
72,614 |
|
|
|
58,648 |
|
|
|
42,688 |
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
5,943 |
|
|
|
6,419 |
|
|
|
6,038 |
|
|
Gain on sales and disposition of real estate
|
|
|
75,197 |
|
|
|
3,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
81,140 |
|
|
|
9,772 |
|
|
|
6,038 |
|
|
|
|
|
|
|
|
|
|
|
Earnings before cumulative effect of accounting change
|
|
|
153,754 |
|
|
|
68,420 |
|
|
|
48,726 |
|
Cumulative effect of accounting change
|
|
|
|
|
|
|
1,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$ |
153,754 |
|
|
$ |
70,332 |
|
|
$ |
48,726 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited partners
|
|
$ |
130,850 |
|
|
$ |
51,074 |
|
|
$ |
63,168 |
|
|
|
General partner
|
|
|
22,904 |
|
|
|
19,258 |
|
|
|
(14,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
153,754 |
|
|
$ |
70,332 |
|
|
$ |
48,726 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings per limited partnership unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
1.11 |
|
|
$ |
0.85 |
|
|
$ |
1.14 |
|
|
|
Income from discontinued operations
|
|
|
1.73 |
|
|
|
0.21 |
|
|
|
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per LP unit
|
|
$ |
2.84 |
|
|
$ |
1.06 |
|
|
$ |
1.27 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average limited partnership units outstanding
|
|
|
46,098,284 |
|
|
|
46,098,284 |
|
|
|
46,098,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
1.09 |
|
|
$ |
0.81 |
|
|
$ |
1.01 |
|
|
|
Income from discontinued operations
|
|
|
1.54 |
|
|
|
0.17 |
|
|
|
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per LP unit
|
|
$ |
2.63 |
|
|
$ |
0.98 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average limited partnership units and equivalent
partnership units outstanding
|
|
|
51,542,312 |
|
|
|
54,489,943 |
|
|
|
56,466,698 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
F-6
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS
EQUITY AND COMPREHENSIVE INCOME
Years Ended December 31, 2004, 2003 and 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Partners | |
|
|
|
|
|
|
|
|
|
|
Equity | |
|
|
|
|
|
|
General | |
|
| |
|
Held in | |
|
|
|
|
Partners | |
|
|
|
Treasury | |
|
Total | |
|
|
Equity | |
|
Depositary | |
|
Preferred | |
|
| |
|
Partners | |
|
|
(Deficit) | |
|
Units | |
|
Units | |
|
Amounts | |
|
Units | |
|
Equity | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Balance, December 31, 2001 (as previously reported)
|
|
$ |
58,846 |
|
|
$ |
996,701 |
|
|
$ |
92,198 |
|
|
$ |
(11,921 |
) |
|
|
1,137 |
|
|
$ |
1,135,824 |
|
Adjustments relating to acquisitions accounted for in a manner
similar to a pooling of interests (Note 3)
|
|
|
158,164 |
|
|
|
7,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2001 (Restated)
|
|
|
217,010 |
|
|
|
1,004,523 |
|
|
|
92,198 |
|
|
|
(11,921 |
) |
|
|
1,137 |
|
|
|
1,301,810 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
(14,442 |
) |
|
|
63,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,726 |
|
|
Reclassification of unrealized loss on sale of debt securities
|
|
|
211 |
|
|
|
10,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,595 |
|
|
Adjustment to reverse unrealized loss on investment securities
reclassified to notes receivable
|
|
|
131 |
|
|
|
6,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,582 |
|
|
Net unrealized losses on securities available for sale
|
|
|
(5 |
) |
|
|
(237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(242 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
(14,105 |
) |
|
|
79,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,661 |
|
|
Net adjustment for acquisition of minority interest
|
|
|
21,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,151 |
|
|
Pay-in-kind distribution
|
|
|
|
|
|
|
(4,610 |
) |
|
|
4,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution to American Casino
|
|
|
831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
831 |
|
|
Other
|
|
|
(44 |
) |
|
|
(2,156 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2002 (Restated)
|
|
|
224,843 |
|
|
|
1,077,523 |
|
|
|
96,808 |
|
|
|
(11,921 |
) |
|
|
1,137 |
|
|
|
1,387,253 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
19,258 |
|
|
|
51,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,332 |
|
|
Reclassification of unrealized loss on sale of debt securities
|
|
|
15 |
|
|
|
746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
761 |
|
|
Net unrealized gains on securities available for sale
|
|
|
183 |
|
|
|
8,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,174 |
|
|
Sale of marketable equity securities available for sale
|
|
|
(6 |
) |
|
|
(274 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(280 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
19,450 |
|
|
|
60,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,987 |
|
|
Pay-in-kind distribution
|
|
|
|
|
|
|
(2,391 |
) |
|
|
2,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in deferred tax asset valuation allowance related to
book-tax differences existing at time of bankruptcy
|
|
|
524 |
|
|
|
46,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,105 |
|
|
Capital distribution
|
|
|
(2,808 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,808 |
) |
|
Reclassification of Preferred LP units to liabilities
|
|
|
|
|
|
|
|
|
|
|
(99,199 |
) |
|
|
|
|
|
|
|
|
|
|
(99,199 |
) |
|
Other
|
|
|
(24 |
) |
|
|
(1,172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,196 |
) |
|
Net adjustment for TransTexas acquisition
|
|
|
116,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003 (Restated)
|
|
|
358,239 |
|
|
|
1,181,078 |
|
|
|
|
|
|
|
(11,921 |
) |
|
|
1,137 |
|
|
|
1,527,396 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
22,904 |
|
|
|
130,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,754 |
|
|
Reclassification of unrealized gains on marketable securities
sold
|
|
|
(190 |
) |
|
|
(9,378 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,568 |
) |
|
Net unrealized gains on securities available for sale
|
|
|
1 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
22,715 |
|
|
|
121,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,219 |
|
|
Capital distribution from American Casino
|
|
|
(17,916 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,916 |
) |
|
Capital contribution to American Casino
|
|
|
22,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,800 |
|
|
Arizona Charlies acquisition
|
|
|
(125,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(125,900 |
) |
|
Change in deferred tax asset related to acquisition of Arizona
Charlies
|
|
|
2,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,490 |
|
|
Net adjustment for Panaco acquisition
|
|
|
91,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,561 |
|
|
Distribution to General Partner relating to TransTexas
purchase of minority interest and treasury shares
|
|
|
(1,919 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,919 |
) |
|
Other
|
|
|
(19 |
) |
|
|
(957 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(976 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004 (Restated)
|
|
$ |
352,051 |
|
|
$ |
1,301,625 |
|
|
$ |
|
|
|
$ |
(11,921 |
) |
|
|
1,137 |
|
|
$ |
1,641,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
F-7
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2004, 2003 and 2002
(In $000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Restated) | |
|
(Restated) | |
|
(Restated) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
72,614 |
|
|
$ |
58,648 |
|
|
$ |
42,688 |
|
|
Adjustments to reconcile net earnings to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
104,761 |
|
|
|
78,401 |
|
|
|
52,689 |
|
|
|
Change in fair market value of derivative contract
|
|
|
9,179 |
|
|
|
2,614 |
|
|
|
3,608 |
|
|
|
Note discount amortization
|
|
|
774 |
|
|
|
793 |
|
|
|
|
|
|
|
Provision for doubtful accounts
|
|
|
1,206 |
|
|
|
1,040 |
|
|
|
1,586 |
|
|
|
Provision for obligatory investments
|
|
|
1,165 |
|
|
|
1,434 |
|
|
|
1,521 |
|
|
|
Impairment loss on investment in GB Holdings, Inc.
|
|
|
15,600 |
|
|
|
|
|
|
|
|
|
|
|
Other losses
|
|
|
|
|
|
|
|
|
|
|
5,379 |
|
|
|
Preferred LP unit interest expense
|
|
|
5,082 |
|
|
|
2,450 |
|
|
|
|
|
|
|
Gain on sales of marketable equity securities
|
|
|
(40,159 |
) |
|
|
(2,607 |
) |
|
|
|
|
|
|
Unrealized losses on securities sold short
|
|
|
23,619 |
|
|
|
|
|
|
|
|
|
|
|
Gain on sales and disposition of real estate
|
|
|
(5,262 |
) |
|
|
(7,121 |
) |
|
|
(8,990 |
) |
|
|
(Gain) loss on sale of other assets
|
|
|
(1,438 |
) |
|
|
1,539 |
|
|
|
545 |
|
|
|
Provision for loss on real estate
|
|
|
3,150 |
|
|
|
750 |
|
|
|
3,212 |
|
|
|
Writedown of marketable equity and debt securities and other
investments
|
|
|
|
|
|
|
19,759 |
|
|
|
8,476 |
|
|
|
Minority interest
|
|
|
(2,074 |
) |
|
|
(2,721 |
) |
|
|
295 |
|
|
|
Equity in losses of equity method investees
|
|
|
519 |
|
|
|
102 |
|
|
|
|
|
|
|
Deferred gain amortization
|
|
|
(2,038 |
) |
|
|
(2,038 |
) |
|
|
(2,038 |
) |
|
|
Deferred income tax expense (benefit)
|
|
|
14,072 |
|
|
|
(21,052 |
) |
|
|
9,785 |
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in receivables and other assets
|
|
|
(16,442 |
) |
|
|
(870 |
) |
|
|
(1,922 |
) |
|
|
|
Increase in due from brokers
|
|
|
(123,001 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in land and construction-in-progress
|
|
|
(1,626 |
) |
|
|
(4,106 |
) |
|
|
24,215 |
|
|
|
|
Increase in restricted cash
|
|
|
(4,798 |
) |
|
|
(13,095 |
) |
|
|
|
|
|
|
|
Increase (decrease) in accounts payable, accrued expenses and
other liabilities
|
|
|
101,848 |
|
|
|
(42,001 |
) |
|
|
(5,451 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing operations
|
|
|
156,751 |
|
|
|
71,919 |
|
|
|
135,598 |
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
81,140 |
|
|
|
9,772 |
|
|
|
6,038 |
|
|
|
Depreciation and amortization
|
|
|
1,319 |
|
|
|
5,108 |
|
|
|
4,222 |
|
|
|
Net gain from property transactions
|
|
|
(75,197 |
) |
|
|
(3,353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations
|
|
|
7,262 |
|
|
|
11,527 |
|
|
|
10,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
164,013 |
|
|
|
83,446 |
|
|
|
145,858 |
|
|
|
|
|
|
|
|
|
|
|
F-8
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Restated) | |
|
(Restated) | |
|
(Restated) | |
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash related to combination of entities accounted for as a
pooling of interest
|
|
$ |
23,753 |
|
|
$ |
15,312 |
|
|
$ |
|
|
|
Increase (decrease) in investments
|
|
|
2,942 |
|
|
|
(28,491 |
) |
|
|
(23,200 |
) |
|
Repayment of mezzanine loans included in investments
|
|
|
49,130 |
|
|
|
12,200 |
|
|
|
23,000 |
|
|
Net proceeds from the sales and disposition of real estate
|
|
|
16,790 |
|
|
|
15,290 |
|
|
|
20,513 |
|
|
Proceeds from sale of other assets
|
|
|
5,491 |
|
|
|
1,676 |
|
|
|
1,962 |
|
|
Principal payments received on leases accounted for under the
financing method
|
|
|
4,219 |
|
|
|
5,310 |
|
|
|
5,941 |
|
|
Purchase of debt securities included in investments
|
|
|
(245,166 |
) |
|
|
|
|
|
|
|
|
|
Purchase of debt securities of affiliates
|
|
|
(101,500 |
) |
|
|
|
|
|
|
|
|
|
Acquisitions of Arizona Charlies
|
|
|
(125,900 |
) |
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(241,752 |
) |
|
|
(82,966 |
) |
|
|
(123,546 |
) |
|
(Increase) decrease in investment in U.S. Government and
Agency Obligations included in investments
|
|
|
(40,757 |
) |
|
|
274,478 |
|
|
|
(22,410 |
) |
|
Increase in marketable securities and debt securities included
in investments
|
|
|
|
|
|
|
(45,140 |
) |
|
|
(4,415 |
) |
|
Proceeds from sale of marketable equity and debt securities
included in investments
|
|
|
90,614 |
|
|
|
3,843 |
|
|
|
|
|
|
Purchase of obligatory investments
|
|
|
(2,308 |
) |
|
|
(2,336 |
) |
|
|
(2,496 |
) |
|
Investment in NEG, Inc.
|
|
|
|
|
|
|
(148,101 |
) |
|
|
|
|
|
Decrease in note receivable from affiliate
|
|
|
|
|
|
|
250,000 |
|
|
|
|
|
|
Acquisition of minority interest in TransTexas
|
|
|
(4,136 |
) |
|
|
|
|
|
|
|
|
|
Decrease in minority interest in Stratosphere Corp.
|
|
|
|
|
|
|
|
|
|
|
(44,744 |
) |
|
Decrease in investment in Stratosphere Corp.
|
|
|
|
|
|
|
788 |
|
|
|
|
|
|
Decrease in due to affiliate
|
|
|
|
|
|
|
|
|
|
|
(68,491 |
) |
|
Other
|
|
|
(1,394 |
) |
|
|
(1,240 |
) |
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(569,974 |
) |
|
|
270,623 |
|
|
|
(238,036 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from the sales and disposition of real estate
|
|
|
134,789 |
|
|
|
5,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(435,185 |
) |
|
|
275,959 |
|
|
|
(238,036 |
) |
|
|
|
|
|
|
|
|
|
|
F-9
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Restated) | |
|
(Restated) | |
|
(Restated) | |
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution to partners
|
|
$ |
(17,916 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
Partners contribution
|
|
|
22,800 |
|
|
|
|
|
|
|
|
|
|
|
Contributions to American Casino
|
|
|
|
|
|
|
|
|
|
|
598 |
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of credit facilities
|
|
|
|
|
|
|
(3,994 |
) |
|
|
(5,000 |
) |
|
|
Proceeds from credit facilities
|
|
|
8,000 |
|
|
|
99,405 |
|
|
|
17,220 |
|
|
|
Proceeds from Senior Notes Payable
|
|
|
565,409 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
758 |
|
|
|
|
|
|
|
|
|
|
|
Decrease in due to affiliates
|
|
|
(24,925 |
) |
|
|
|
|
|
|
|
|
|
|
Proceeds from mortgages payable
|
|
|
10,000 |
|
|
|
20,000 |
|
|
|
12,700 |
|
|
|
Payments on mortgage payable
|
|
|
|
|
|
|
(3,837 |
) |
|
|
(462 |
) |
|
|
Periodic principal payments
|
|
|
(14,692 |
) |
|
|
(61,998 |
) |
|
|
(7,569 |
) |
|
|
Debt issuance costs
|
|
|
(25,177 |
) |
|
|
(952 |
) |
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
524,257 |
|
|
|
48,624 |
|
|
|
17,729 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
$ |
253,085 |
|
|
$ |
408,029 |
|
|
$ |
(74,449 |
) |
Cash and cash equivalents, beginning of year
|
|
|
553,224 |
|
|
|
145,195 |
|
|
|
219,644 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$ |
806,309 |
|
|
$ |
553,224 |
|
|
$ |
145,195 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for interest, net of amounts capitalized
|
|
$ |
60,472 |
|
|
$ |
78,890 |
|
|
$ |
49,400 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for income taxes, net of refunds
|
|
$ |
2,912 |
|
|
$ |
609 |
|
|
$ |
2,839 |
|
|
|
|
|
|
|
|
|
|
|
F-10
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Restated) | |
|
(Restated) | |
|
(Restated) | |
Supplemental schedule of noncash investing and financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of real estate to operating lease
|
|
$ |
|
|
|
$ |
5,065 |
|
|
$ |
13,403 |
|
Reclassification from hotel and resort operating properties
|
|
|
(6,428 |
) |
|
|
|
|
|
|
|
|
Reclassification of real estate from financing lease
|
|
|
(1,920 |
) |
|
|
(5,065 |
) |
|
|
(13,503 |
) |
Reclassification of real estate from operating lease
|
|
|
(38,452 |
) |
|
|
(126,263 |
) |
|
|
|
|
Reclassification of real estate to property held for sale
|
|
|
46,800 |
|
|
|
126,263 |
|
|
|
100 |
|
Decrease in other investments
|
|
|
|
|
|
|
(3,453 |
) |
|
|
|
|
Decrease in deferred income
|
|
|
|
|
|
|
2,565 |
|
|
|
|
|
Increase in real estate accounted for under the operating method
|
|
|
|
|
|
|
888 |
|
|
|
|
|
Reclassification from marketable equity and debt securities
|
|
|
|
|
|
|
|
|
|
|
(20,494 |
) |
Reclassification from receivable and other assets
|
|
|
|
|
|
|
(1,631 |
) |
|
|
|
|
Reclassification to other investments
|
|
|
|
|
|
|
1,631 |
|
|
|
20,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on securities available for sale
|
|
$ |
33 |
|
|
$ |
9,174 |
|
|
$ |
(242 |
) |
|
|
|
|
|
|
|
|
|
|
Increase in equity and debt securities
|
|
$ |
1,740 |
|
|
$ |
1,200 |
|
|
$ |
2,890 |
|
|
|
|
|
|
|
|
|
|
|
Contribution of note from NEG Holding LLC
|
|
$ |
|
|
|
$ |
10,940 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Change in tax asset related to acquisition
|
|
$ |
2,490 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
F-11
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
|
|
1. |
Description of Business and Basis of Presentation |
American Real Estate Partners, L.P. and its subsidiaries (the
Company or AREP) are engaged in the
following operating businesses: (1) gaming; (2) oil
and gas; (3) property development; (4) rental real
estate; and (5) resort operating activities.
As a result of the Companys expansion into non-real estate
businesses, the Company has changed the presentation of its 2004
Consolidated Balance Sheet to a classified basis. The 2003
Consolidated Balance Sheet has been reclassified to conform to
the 2004 presentation. As discussed in Note 18, the Company
now presents its results in five operating segments.
On July 1, 1987, American Real Estate Holdings Limited
Partnership (the Subsidiary or AREH), in
connection with an exchange offer (the Exchange),
entered into merger agreements with American Real Estate
Partners, L.P. and each of thirteen separate limited
partnerships (collectively, the Predecessor
Partnerships), pursuant to which the Subsidiary acquired
all the assets, subject to the liabilities of the Predecessor
Partnerships.
By virtue of the Exchange, the Subsidiary owns the assets,
subject to the liabilities, of the Predecessor Partnerships. The
Company owns a 99% limited partner interest in AREH. AREH, the
operating partnership, was formed to hold the investments of and
conduct the business operations of the Company. Substantially
all of the assets and liabilities of the Company are owned by
AREH and substantially all operations are conducted through
AREH. American Property Investors, Inc. (the General
Partner) owns a 1% general partner interest in both the
Subsidiary and the Company, representing an aggregate 1.99%
general partner interest in the Company and the Subsidiary. The
General Partner is owned and controlled by Mr. Carl C.
Icahn (Icahn or Mr. Icahn).
On August 16, 1996, the Company amended its Partnership
Agreement to permit non-real estate related acquisitions and
investments to enhance unitholder value and further diversify
its assets. Under the Amendment, investments may include equity
and debt securities of domestic and foreign issuers. The portion
of the Companys assets invested in any one type of
security or any single issuer are not limited.
The Company will conduct its activities in such a manner so as
not to be deemed an investment company under the Investment
Company Act of 1940 (the 1940 Act). Generally, this
means that no more than 40% of the Companys total assets
will be invested in investment securities, as such term is
defined in the 1940 Act. In addition, the Company does not
intend to invest in securities as its primary business and will
structure its investments to continue to be taxed as a
partnership rather than as a corporation under the applicable
publicly traded partnership rules of the Internal Revenue Code.
As of December 31, 2004, affiliates of Mr. Icahn owned
8,900,995 preferred units and 39,896,836 depositary units which
represented 86.5% of the outstanding preferred units and
depositary units.
As of October 31, 2005, affiliates of Mr. Icahn owned
9,346,044 preferred units and 55,655,382 depositary units which
represent 86.5% and 90.0% of the outstanding preferred units and
depositary units, respectively.
During the second quarter of 2005, the Company acquired the
membership interest in NEG Holding LLC (NEG
Holdings) other than that already owned by National Energy
Group, Inc. (NEG), (which is itself 50.01% owned by
the Company); 100% of the equity of each of TransTexas Gas
Corporation (TransTexas) and Panaco, Inc.
(Panaco), all of which will be consolidated under
AREP Oil & Gas LLC, which is wholly owned by AREH;
4,121,033 shares of common stock of GB Holdings, Inc.
(GBH) and 1,133,284 shares of common stock of
Atlantic Coast Entertainment Holdings, Inc. (Atlantic
Holdings) which owns 100% of ACE Gaming LLC
(ACE), the owner and operator of the Sands Hotel and
Casino in Atlantic City, New Jersey (the Sands),
from entities affiliated with Mr. Icahn for aggregate
consideration
F-12
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of $637.0 million, of which $180.0 million was paid in
cash and the balance was paid by the issuance of the
Companys limited partnership depositary units valued at
$29 per unit. All of these entities are considered
companies under common control. After the acquisition,
affiliates of Mr. Icahn owned 90.0% of the outstanding
depositary units.
The Companys historical financial statements herein have
been restated to reflect the acquisitions. In accordance with
generally accepted accounting principles, assets and liabilities
transferred between entities under common control are accounted
for at historical cost similar to a pooling of interests, and
the financial statements of previously separate companies for
periods prior to the acquisition are restated on a combined
basis.
|
|
2. |
Summary of Significant Accounting Policies |
Principles of Consolidation The consolidated
financial statements include the accounts of AREP and its
majority-owned subsidiaries in which control can be exercised.
The Company is considered to have control if it has a direct or
indirect ability to make decisions about an entitys
activities through voting or similar rights. The Company uses
the guidance set forth in AICPA Statement of Position
No. 78-9, Accounting for Investments in Real Estate
Ventures, and Emerging Issues Task Force Issue
No. 04-05, Investors Accounting for an Investment
in a Limited Partnership when the Investor is the Sole General
Partner and the Limited Partners have Certain Rights, with
respect to its investments in partnerships and limited liability
companies. All material intercompany balances and transactions
are eliminated.
Investments in affiliated companies determined to be voting
interest entities in which AREP owns between 20% and 50%, and
therefore exercises significant influence, but which it does not
control, are accounted for using the equity method.
In accordance with generally accepted accounting principles,
assets and liabilities transferred between entities under common
control are accounted for at historical costs similar to a
pooling of interests, and the financial statements of previously
separate companies for periods prior to the acquisition are
restated on a combined basis.
Net Earnings Per Limited Partnership Unit
Basic earnings per LP Unit are based on net earnings as adjusted
prior to the July 1, 2003 preferred pay-in-kind
distribution to Preferred Unitholders. The resulting net
earnings available for limited partners are divided by the
weighted average number of depositary limited partnership units
outstanding.
Diluted earnings per LP Unit uses net earnings attributable to
limited partner interests, as adjusted after July 1, 2003
for the preferred pay-in-kind distributions as the numerator
with the denominator based on the weighted average number of
units and equivalent units outstanding. The Preferred Units are
considered to be equivalent units. The number of limited
partnership units used in the calculation of diluted income per
limited partnership unit increased as follows: 5,444,028,
8,391,659, and 10,368,414 limited partnership units for the
years ended December 31, 2004, 2003 and 2002, respectively,
to reflect the effects of the dilutive preferred units.
For accounting purposes, NEGs earnings prior to the NEG
acquisition in October 2003, earnings from Arizona
Charlies Decatur and Arizona Charlies Boulder prior
to their acquisition in May 2004, TransTexas earnings
prior to its acquisition in April 2005, and earnings from NEG
Holdings, Panaco, GBH, and Atlantic Holdings prior to their
acquisition in June 2005 have been allocated to the General
Partner and therefore are excluded from the computation of basic
and diluted earnings per limited partnership unit.
Cash and Cash Equivalents The Company
considers short-term investments, which are highly liquid with
original maturities of three months or less at date of purchase,
to be cash equivalents. Included in cash
F-13
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
and cash equivalents at December 31, 2004 and 2003 are
investments in government-backed securities of approximately
$658,534,000 and $378,000,000, respectively.
Restricted Cash Restricted cash consists of
funds held by third parties in connection with tax free property
exchanges pursuant to Internal Revenue Code Section 1031
and is included in other current assets.
In addition, restricted cash includes escrows established to
provide satisfaction of the Companys eventual
responsibility to plug abandoned wells and remove structures
when certain fields are no longer in use.
a. Investments in equity and debt securities are classified
as either trading, held-to-maturity or available for sale for
accounting purposes. Trading securities are valued at quoted
market value at each balance sheet date with the unrealized
gains or losses reflected in the Consolidated Statements of
Earnings. Investments in U.S. Government and Agency
Obligations are classified as available for sale. Available for
sale securities are carried at fair value on the balance sheet
of the Company. Unrealized holding gains and losses are excluded
from earnings and reported as a separate component of
Partners Equity and when sold are reclassified out of
Partners Equity based on specific identification.
Held-to-maturity securities are recorded at amortized cost.
A decline in the market value of any held-to-maturity or
available for sale security below cost that is deemed to be
other than temporary results in a reduction in carrying amount
to fair value. The impairment is charged to earnings and a new
cost basis for the security is established. Dividend income is
recorded when declared and interest income is recognized when
earned.
b. The Company accounts for secured bank debt acquired at a
discount for which the Company believes it is not probable that
the undiscounted future cash collection will be sufficient to
recover the face amount of the loan and constructive interest
utilizing the cost recovery method in accordance with Practice
Bulletin 6, Amortization of Discounts on Certain
Acquired Loans. For secured bank debt acquired at a
discount where recovery is probable, the Company amortizes the
discount on the loan over the period in which the payments are
probable of collection, only if the amounts are reasonably
estimable and the ultimate collectibles of the acquisition
amount of the loan and the discount is probable. The Company
evaluates collectibility for every loan at each balance sheet
date.
SOP 03-03, Accounting for Certain Loans or Debt Securities
Acquired in a Transfer, which is effective for fiscal
years beginning after December 15, 2004, limits the yield
that may be accreted to the excess of the Companys
estimate of undiscounted cash flows expected to be collected
over the Companys initial investment in a loan. The
Company does not expect that the adoption of this SOP will have
a significant impact on its financial statements.
c. The Company has provided development financing for
certain real estate projects. The security for these loans is
either a second mortgage or a pledge of the developers
ownership interest in the properties. Such loans are subordinate
to construction financing and are generally referred to as
mezzanine loans. Generally, interest is not paid periodically
but is due at maturity or earlier from unit sales or refinancing
proceeds. The Company defers recognition of interest income on
mezzanine loans pending receipt of all principal payments.
Oil and Natural Gas Properties The Company
utilizes the full cost method of accounting for its crude oil
and natural gas properties. Under the full cost method, all
productive and nonproductive costs incurred in connection with
the acquisition, exploration and development of crude oil and
natural gas reserves are capitalized and amortized on the
units-of-production method based upon total proved reserves. The
costs of unproven properties are excluded from the amortization
calculation until the individual properties are evaluated and a
determination is made as to whether reserves exist. Conveyances
of properties, including gains
F-14
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
or losses on abandonments of properties, are treated as
adjustments to the cost of crude oil and natural gas properties,
with no gain or loss recognized.
Under the full cost method, the net book value of oil and
natural gas properties, less related deferred income taxes, may
not exceed the estimated after-tax future net revenues from
proved oil and natural gas properties, discounted at
10% per year (the ceiling limitation). In arriving at
estimated future net revenues, estimated lease operating
expenses, development costs, abandonment costs, and certain
production related and ad-valorem taxes are deducted. In
calculating future net revenues, prices and costs in effect at
the time of the calculation are held constant indefinitely,
except for changes, which are fixed and determinable by existing
contracts. The net book value of oil and gas properties is
compared to the ceiling limitation on a quarterly basis.
The Company has capitalized internal costs of $1.0 million,
$0.6 million and $0.6 million for the years ended
December 31, 2004, 2003 and 2002, respectively, with
respect to its oil and gas activities. The Company has not
capitalized interest expense.
The Company is subject to extensive Federal, state, and local
environmental laws and regulations. These laws, which are
constantly changing, regulate the discharge of materials into
the environment and may require the Company to remove or
mitigate the environment effects of the disposal or release of
petroleum or chemical substances at various sites. Environmental
expenditures are expensed or capitalized depending on their
future economic benefit. Expenditures that relate to an existing
condition caused by past operations and that have no future
economic benefits are expensed. Liabilities for expenditures of
a non-capital nature are recorded when environmental assessment
and/or remediation is probable, and the costs can be reasonably
estimated.
The Companys oil and gas operations are subject to all of
the risks inherent in oil and natural gas exploration, drilling,
and production. These hazards can result in substantial losses
to the Company due to personal injury and loss of life, severe
damage to and destruction of property and equipment, pollution
or environmental damage, or suspension or operations. The
Company maintains insurance of various types customary in the
industry to cover its operations and believes it is insured
prudently against certain of these risks. In addition, the
Company maintains operators extra expense coverage that
provides coverage for the care, custody and controls of wells
drilled by the Company. The Companys insurance does not
cover every potential risk associated with the drilling and
production of oil and natural gas. As a prudent operator, the
Company does maintain levels of insurance customary in the
industry to limit its financial exposure in the event of a
substantial environmental claim resulting from sudden and
accidental discharges. However, 100% coverage is not maintained.
The occurrence of a significant adverse event, the risks of
which are not fully covered by insurance, could have a material
adverse effect on the Companys financial condition and
results of operations. Moreover, no assurance can be given that
the Company will be able to maintain adequate insurance in the
future at rates it considers reasonable. The Company believes
that, in all material respects, it operates in compliance with
government regulations and in accordance with safety standards,
which meet or exceed industry standards.
Income Taxes No provision has been made for
Federal, state or local income taxes on the results of
operations generated by partnership activities, as such taxes
are the responsibility of the partners. Provision has been made
for Federal, state or local income taxes on the results of
operations generated by the Companys corporate
subsidiaries. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and
operating loss and tax credit carry forwards. Deferred tax
assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes
the enactment date.
F-15
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Leases The Company leases to others
substantially all its real property under long-term net leases
and accounts for these leases in accordance with the provisions
of Financial Accounting Standards Board (FASB)
Statement No. 13, Accounting for Leases, as
amended. This Statement sets forth specific criteria for
determining whether a lease is to be accounted for as a
financing lease or an operating lease.
|
|
|
Financing Method Under this method, minimum
lease payments to be received plus the estimated value of the
property at the end of the lease are considered the gross
investment in the lease. Unearned income, representing the
difference between gross investment and actual cost of the
leased property, is amortized to income over the lease term so
as to produce a constant periodic rate of return on the net
investment in the lease. |
|
|
Operating Method Under this method, revenue
is recognized as rentals become due and expenses (including
depreciation) are charged to operations as incurred. |
Properties Properties held for use or
investment, other than those accounted for under the financing
method, are carried at cost less accumulated depreciation unless
declines in the values of the properties are considered other
than temporary, at which time the property is written down to
net realizable value. A property is classified as held for sale
at the time management determines that the criteria in Statement
of Financial Accounting Standards (SFAS) 144 have
been met. Properties held for sale are carried at the lower of
cost or net realizable value. Such properties are no longer
depreciated and their operations are included in discontinued
operations. As a result of the reclassification of certain real
estate to properties held for sale during the nine months ended
September 30, 2005 income and expenses of such properties
are reclassified to discontinued operations for all prior
periods. If management determines that a property classified as
held for sale no longer meets the criteria in SFAS 144, the
property is reclassified as held for use.
Depreciation Depreciation is principally
computed using the straight-line method over the estimated
useful lives of the particular property or equipment, which
range from 3 to 45 years.
Use of Estimates Management has made a number
of estimates and assumptions relating to the reporting of assets
and liabilities, revenues and expenses and the disclosure of
contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
The more significant estimates include the valuation of
(1) long-lived assets; (2) mortgages and notes
receivable; (3) marketable equity and debt securities and
other investments; (4) costs to complete for land, house
and condominium developments; (5) gaming-related liability
and loyalty programs; (6) deferred tax assets; (7) oil
and gas reserve estimates; (8) asset retirement
obligations; and (9) fair value of derivatives.
|
|
|
Revenue and Expense Recognition |
1. Revenue from real estate sales and related costs are
recognized at the time of closing primarily by specific
identification. The Company follows the guidelines for profit
recognition set forth by FASB Statement No. 66,
Accounting for Sales of Real Estate.
2. Gaming revenues, and promotional allowances
Gaming revenue consists of casino, hotel and restaurant
revenues. The Company recognizes revenues in accordance with
industry practice. Casino revenue is the net win from gaming
activities (the difference between gaming wins and losses).
Casino revenues are net of accruals for anticipated payouts of
progressive and certain other slot machine jackpots. Revenues
include the retail value of rooms, food and beverage and other
items that are provided to customers on a complimentary basis. A
corresponding amount is deducted as promotional allowances. The
cost of such complimentary is included in Gaming
expenses. Hotel and restaurant revenue is recognized when
services are performed.
F-16
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company also rewards customers, through the use of loyalty
programs with points based on amounts wagered, that can be
redeemed for a specified period of time for cash. The Company
deducts the cash incentive amounts from casino revenue.
3. Sales, advertising and promotion These costs
are expensed as incurred and were approximately
$43.3 million, $36.5 million and $29.9 million
for the years ended December 31, 2004, 2003 and 2002,
respectively.
4. Natural Gas Production Imbalances The
Company accounts for natural gas production imbalances using the
sales method, whereby the Company recognizes revenue on all
natural gas sold to its customers notwithstanding the fact its
ownership may be less than 100% of the natural gas sold.
Liabilities are recorded by the Company for imbalances greater
than the Companys proportionate share of remaining natural
gas reserves. The Company had $0.9 million and
$0.8 million in gas balancing liabilities as of
December 31, 2004 and 2003, respectively.
Allowance for Doubtful Accounts The Company
monitors its accounts receivable balances on a monthly basis to
ensure they are collectible. On a quarterly basis, the Company
uses its historical experience to determine its accounts
receivable reserve. The Companys allowance for doubtful
accounts is an estimate based on specifically identified
accounts as well as general reserves. The Company evaluates
specific accounts where it has information that the customer may
have an inability to meet its financial obligations. In these
cases, management uses its judgment, based upon the best
available facts and circumstances, and records a specific
reserve for that customer against amounts due to reduce the
receivable to the amount that is expected to be collected. These
specific reserves are reevaluated and adjusted as additional
information is received that impacts the amount reserved. The
company also establishes a general reserve based upon a range of
percentages applied to aging categories. These percentages are
based on historical collection and write-off experience. If
circumstances change, the Companys estimate of the
recoverability of amounts due the company could be reduced or
increased by a material amount. Such a change in estimated
recoverability would be accounted for in the period in which the
facts that give rise to the change become known.
Oil and Gas Derivatives From time to time,
the Company enters into derivative contracts, principally
commodity price collar agreements (the Hedge Agreements) to
reduce its exposure to price risk in the spot market for natural
gas and oil. The Company follows SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities, which was amended by SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain
Hedging Activities. These pronouncements established
accounting and reporting standards for derivative instruments
and for hedging activities, which generally require recognition
of all derivatives as either assets or liabilities in the
balance sheet at their fair value. The accounting for changes in
fair value depends on the intended use of the derivative and its
resulting designation. (See note 18).
Accounting for Asset Retirement Obligations
Effective January 1, 2003 the Company adopted the
provisions of SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 provides
accounting requirements for costs associated with legal
obligations to retire tangible, long-lived assets. Under
SFAS No. 143, an asset retirement obligation is
recorded at fair value in the period in which it is incurred by
increasing the carrying amount for the related long-lived asset
which is depreciated over its useful life. In each subsequent
period, the liability is adjusted to reflect the passage of time
and changes in the estimated future cash flows underlying the
obligation. Upon adoption, the Company recorded an obligation of
$3.0 million. The cumulative effect of this change in
accounting was allocated to the General Partners. (See
Note 17).
Land and Construction-in-Progress These costs
are stated at the lower of cost or net realizable value.
Interest is capitalized on expenditures for long-term projects
until a salable condition is reached. The capitalization rate is
based on the interest rate on specific borrowings to fund the
projects.
Accounting for Impairment of a Loan If it is
probable that, based upon current information, the Company will
be unable to collect all amounts due according to the
contractual terms of a loan agreement, the
F-17
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Company considers the asset to be impaired. Reserves
are established against impaired loans in amounts equal to the
difference between the recorded investment in the asset and
either the present value of the cash flows expected to be
received, or the fair value of the underlying collateral if
foreclosure is deemed probable or if the loan is considered
collateral dependent.
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of Long-lived
assets held and used by the Company and long-lived assets to be
disposed of, are reviewed for impairment whenever events or
changes in circumstances, such as vacancies and rejected leases,
indicate that the carrying amount of an asset may not be
recoverable.
In performing the review for recoverability, the Company
estimates the future cash flows expected to result from the use
of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest
charges) is less than the carrying amount of the asset an
impairment loss is recognized. Measurement of an impairment loss
for long-lived assets that the Company expects to hold and use
is based on the fair value of the asset. Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair
value less cost to sell.
Accrued Insurance The Companys Atlantic
City casino is self insured for a portion of its general
liability, workers compensation, certain health care and
other liability exposures. A third party insures losses over
prescribed levels. Accrued insurance includes estimates of such
accrued liabilities based on an evaluation of the merits of
individual claims and historical claims experience. Accordingly,
the Companys ultimate liability may differ from the
amounts accrued.
Property Sales The Company has generally not
recognized any profit in connection with the property sales in
which certain purchase money mortgages receivable were taken
back. Such profits are being deferred and will be recognized
when the principal balances on the purchase money mortgages are
received.
|
|
|
Recently Issued Pronouncements |
On September 28, 2004, the SEC released Staff Accounting
Bulletin (SAB) 106 regarding the application of
SFAS 143, Accounting for Asset Retirement Obligations
(AROs), by oil and gas producing companies
following the full cost accounting method. Pursuant to
SAB 106, oil and gas producing companies that have adopted
SFAS 143 should exclude the future cash outflows associated
with settling AROs (ARO liabilities) from the computation of the
present value of estimated future net revenues for the purposes
of the full cost ceiling calculation. In addition, estimated
dismantlement and abandonment costs, net of estimated salvage
values, that have been capitalized (ARO assets) should be
included in the amortization base for computing depreciation,
depletion and amortization expense. Disclosures are required to
include discussion of how a companys ceiling test and
depreciation, depletion and amortization calculations are
impacted by the adoption of SFAS 143. SAB 106 is
effective prospectively as of the beginning of the first fiscal
quarter beginning after October 4, 2004. The adoption of
SAB 106 is not expected to have a material impact on either
the ceiling test calculation or depreciation, depletion and
amortization.
In December 2004, the FASB issued SFAS No. 123
(Revised 2004), Share-Based Payment
(SFAS No. 123R). This revised accounting
standard eliminates the ability to account for share-based
compensation transactions using the intrinsic value method in
accordance with APB Opinion No. 25 and requires instead
that such transactions be accounted for using a fair-value-based
method. SFAS No. 123R requires public entities to
record noncash compensation expense related to payment for
employee services by an equity award, such as stock options, in
their financial statements over the requisite service period.
The Company has adopted SFAS No. 123R as of
June 30, 2005. The adoption of SFAS No. 123R did
not have any impact on the Companys consolidated financial
statements.
F-18
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3. |
Related Party Transactions |
a. On June 30, 2005, the Company acquired a 50%
membership interest in NEG Holdings, 100% of the equity of
Panaco, 4,121,033 shares of common stock of GBH and
1,133,284 shares of common stock of Atlantic Holdings from
entities affiliated with Mr. Icahn for 15,758,546
depositary units valued at approximately $457.0 million.
Mr. Icahn is Chairman of the Board of American Property
Investors, Inc. The terms of the transaction were approved by
the Audit Committee of the Board of Directors of the General
Partner (Audit Committee), which was advised by its
independent financial advisor and by its counsel. (See
Notes 4 and 5).
b. On April 6, 2005, AREP Oil and Gas LLC, a wholly
owned subsidiary of the Company, acquired TransTexas from an
entity affiliated with Mr. Icahn, for $180.0 million
in cash. The terms of the transaction were approved by the Audit
Committee, which was advised by its independent financial
advisor and by its counsel. (See Note 5).
On May 26, 2004, our wholly-owned subsidiary, American
Casino and Entertainment Properties LLC (American
Casino) acquired two Las Vegas casino/hotels, Arizona
Charlies Decatur and Arizona Charlies Boulder from
Mr. Icahn and an entity affiliated with Mr. Icahn, for
aggregate consideration of $125.9 million. The terms of the
transactions were approved by the Audit Committee, which was
advised by its independent financial advisor and by counsel.
(See Note 4).
d. At December 31, 2002, the Company held a
$250 million note receivable from Mr. Icahn, which was
repaid in October 2003. Interest income of approximately
$7.9 million and $9.9 million was earned on this loan
in the years ended December 31, 2003 and 2002,
respectively, and is included in Interest income in
the Consolidated Statements of Earnings.
e. Administrative Services
In 1997, the Company entered into a license agreement for a
portion of office space from an affiliate. The license agreement
dated as of February 1, 1997 expired May 22, 2004 and
has been extended on a month-to-month basis. Pursuant to the
license agreement, the Company has the non-exclusive use of
approximately 2,275 square feet of office space and common
space for which it paid $11,185 plus 10.77% of additional
rent. For the years ended December 31, 2004, 2003 and
2002, the Company paid such affiliate approximately $162,000,
$159,000 and $153,000, respectively, in connection with this
licensing agreement. The terms of such sublease were reviewed
and approved by the Audit Committee. If the Company must vacate
the space, it believes there will be adequate alternative space
available.
For the years ended December 31, 2004, 2003 and 2002, the
Company paid approximately $325,000, $273,000 and $160,900,
respectively, to XO Communications, Inc., an affiliate of the
General Partner, for telecommunication services.
An affiliate of the General Partner provided certain
administrative services to the Company which paid to such
affiliate approximately $81,600, $78,300, and $78,250, for the
years ended December 31, 2004, 2003 and 2002, respectively.
The Company provided certain administrative services to an
affiliate of the General Partner and was paid approximately
$80,000, $68,000 and $47,000 for the years ended
December 31, 2004, 2003 and 2002, respectively.
f. See Note 5 regarding the purchase of TransTexas and
Panaco debt from Icahn affiliates.
g. See Note 4 regarding the purchase of Atlantic
Holdings Notes from Icahn affiliates.
h. See Note 13 regarding additional related party
obligations.
F-19
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company owns and operates gaming properties in Las Vegas and
Atlantic City. The Company operates three gaming and
entertainment properties in the Las Vegas metropolitan area
through American Casino. The three properties are the
Stratosphere Casino Hotel and Tower, which is located on the Las
Vegas Strip and caters to visitors to Las Vegas, and two
off-Strip casinos, Arizona Charlies Decatur and Arizona
Charlies Boulder, which cater primarily to residents of
Las Vegas and the surrounding communities. The Company also owns
and operates the Sands Hotel and Casino in Atlantic City, New
Jersey through its majority ownership of Atlantic Holdings.
Summary balance sheets for gaming as of December 31, 2004
and 2003, included in the consolidated balance sheet, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Current assets
|
|
$ |
122,554 |
|
|
$ |
146,421 |
|
Property and equipment:
|
|
|
|
|
|
|
|
|
|
|
Land and improvements, including land held for development
|
|
|
101,554 |
|
|
|
101,385 |
|
|
|
Building and improvements
|
|
|
293,861 |
|
|
|
308,529 |
|
|
|
Furniture, fixtures and equipment
|
|
|
182,270 |
|
|
|
163,308 |
|
|
|
Construction in progress
|
|
|
9,388 |
|
|
|
9,335 |
|
|
|
|
|
|
|
|
|
|
|
587,073 |
|
|
|
582,557 |
|
|
|
Less accumulated depreciation And amortization
|
|
|
141,673 |
|
|
|
114,441 |
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
445,400 |
|
|
|
468,116 |
|
Other assets
|
|
|
69,714 |
|
|
|
67,799 |
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
637,668 |
|
|
$ |
682,336 |
|
|
|
|
|
|
|
|
Current liabilities
|
|
$ |
105,385 |
|
|
$ |
73,360 |
|
Long term debt
|
|
|
220,633 |
|
|
|
173,111 |
|
Other liabilities
|
|
|
53,733 |
|
|
|
12,090 |
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$ |
379,751 |
|
|
$ |
258,561 |
|
|
|
|
|
|
|
|
Included in property and equipment at December 31, 2004 and
2003 are assets recorded under capital leases of
$4.0 million.
F-20
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summarized income statement information for the years ended
December 31, 2004, 2003 and 2002 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$ |
325,615 |
|
|
$ |
302,701 |
|
|
$ |
318,122 |
|
|
Hotel
|
|
|
65,561 |
|
|
|
58,253 |
|
|
|
55,406 |
|
|
Food and beverage
|
|
|
88,851 |
|
|
|
81,545 |
|
|
|
79,679 |
|
|
Tower, retail and other income
|
|
|
37,330 |
|
|
|
34,059 |
|
|
|
31,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues
|
|
|
517,357 |
|
|
|
476,558 |
|
|
|
485,161 |
|
|
|
Less promotional allowances
|
|
|
46,521 |
|
|
|
46,189 |
|
|
|
45,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
470,836 |
|
|
|
430,369 |
|
|
|
439,912 |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$ |
112,452 |
|
|
$ |
113,941 |
|
|
$ |
119,850 |
|
|
Hotel
|
|
|
27,669 |
|
|
|
24,751 |
|
|
|
23,781 |
|
|
Food and beverage
|
|
|
56,425 |
|
|
|
53,471 |
|
|
|
53,736 |
|
|
Tower, retail and other
|
|
|
14,905 |
|
|
|
15,305 |
|
|
|
16,156 |
|
|
Selling, general and administrative
|
|
|
169,736 |
|
|
|
165,754 |
|
|
|
176,236 |
|
|
Depreciation and amortization
|
|
|
38,414 |
|
|
|
34,345 |
|
|
|
33,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
419,601 |
|
|
|
407,567 |
|
|
|
423,260 |
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
51,235 |
|
|
$ |
22,802 |
|
|
$ |
16,652 |
|
|
|
|
|
|
|
|
|
|
|
In September 2000, Stratospheres Board of Directors
approved a going private transaction proposed by the Company and
an affiliate of Icahn. On February 1, 2001 the Company
entered into a merger agreement with Stratosphere under which
the Company would acquire the remaining shares of Stratosphere
that it did not currently own. The Company owned approximately
51% of Stratosphere and Mr. Icahn owned approximately
38.6%. The Company, subject to certain conditions, agreed to pay
approximately $44.3 million for the outstanding shares of
Stratosphere not currently owned by it. Stratosphere
stockholders not affiliated with Icahn would receive a cash
price of $45.32 per share and Icahn related stockholders
would receive a cash price of $44.33 per share. This
transaction was completed in December 2002 after
shareholders approval.
The acquisition by the Company of the minority shares not owned
by an Icahn affiliate has been accounted for as a purchase in
accordance with SFAS No. 141, Business
Combinations. The acquisition by the Company of the common
stock held by an Icahn affiliate has been recorded at historical
cost. The excess of the affiliates historical cost over
the amount of the cash disbursed, which amounted to $21,151,000,
has been accounted for as an addition to the General
Partners equity.
On January 5, 2004, American Casino, an indirect
wholly-owned subsidiary of the Company, entered into an
agreement to acquire Arizona Charlies Decatur and Arizona
Charlies Boulder, from Mr. Icahn and an entity
affiliated with Mr. Icahn, for an aggregate consideration
of $125.9 million. Upon obtaining all approvals necessary
under gaming laws, the acquisition was completed on May 26,
2004. The terms of the transactions were approved by the Audit
Committee, which was advised by its independent financial
advisor and by counsel. As previously contemplated, upon
closing, the Company transferred 100% of the common stock of
Stratosphere to American Casino. As a result, following the
acquisition and contributions, American Casino owns and operates
three gaming and entertainment properties in the Las Vegas
metropolitan area. The Company consolidates American Casino and
its subsidiaries in the Companys financial statements. In
accordance with generally accepted accounting principles, assets
transferred between entities under common control are accounted
for at historical costs similar to a pooling of interests, and
the financial statements of
F-21
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
previously separate companies for periods prior to the
acquisition are restated on a combined basis. The Companys
December 31, 2003 and 2002 consolidated financial
statements have been restated to reflect the acquisition of
Arizona Charlies Decatur and Arizona Charlies
Boulder.
Earnings, capital contributions and distributions of the two
Arizona Charlies entities prior to the acquisition have
been allocated to the General Partner. In accordance with the
purchase agreement, prior to the acquisition, capital
contributions of $22.8 million were received from and
capital distributions of $17.9 million were paid to
affiliates of Mr. lcahn. The assets acquired and
liabilities assumed in this acquisition have been accounted for
at historical cost. A reduction of $125.9 million,
reflecting the purchase price, has been made to the General
Partners equity in May 2004.
In 1998 and 1999, the Company acquired an interest in the Sands,
by purchasing the principal amount of approximately
$31.4 million of First Mortgage Notes (Notes)
issued by GB Property Funding Corp. (GB Property).
The purchase price for said notes was $25.3 million. GB
Property was organized as a special purpose entity for borrowing
funds by Greate Bay Hotel and Casino, Inc. (Greate
Bay). Greate Bay is a wholly-owned subsidiary of GBH. An
affiliate of the General Partner also made an investment. A
total of $185.0 million in Notes were issued.
On January 5, 1998, GB Property and Great Bay filed for
bankruptcy protection under Chapter 11 of the Bankruptcy
Code to restructure its long-term debt.
In July 2000, the U.S. Bankruptcy Court ruled in favor of
the reorganization plan proposed by affiliates of the General
Partner which provided for an additional investment of
$65.0 million by the Icahn affiliates in exchange for a 46%
equity interest in GBH, with bondholders (which also include the
Icahn affiliates) to receive $110.0 million at 11% interest
payable due September 29, 2005, in new notes of GB Property
First Mortgage (GB Notes) and a 54% equity interest
in GBH. Interest on the GB Notes is payable on March 29 and
September 29, beginning March 29, 2001. The
outstanding principal is due September 29, 2005. The
principal and interest that was due on September 29, 2005
was not paid. On September 29, 2005, GBH declared
bankruptcy.
Until July 22, 2004, Greate Bay was the owner and operator
of Sands. Atlantic Holdings was a wholly-owned subsidiary of
Greate Bay which was a wholly-owned subsidiary of GBH. ACE is a
wholly-owned subsidiary of Atlantic Holdings. Atlantic Holdings
and ACE were formed in connection with a transaction (the
Transaction), which included a Consent Solicitation
and Offer to Exchange in which holders of the GB Notes were
given the opportunity to exchange such notes, on a dollar for
dollar basis, for $110 million of 3% Notes due 2008
(the Atlantic Holdings Notes), issued by Atlantic
Holdings. The Transaction and the Consent Solicitation and Offer
to Exchange were consummated on July 22, 2004, and holders
of approximately $66.3 million of GB Notes exchanged such
notes for approximately $66.3 million Atlantic Holdings
Notes. Also on July 22, 2004, in connection with the
Consent Solicitation and Offer to Exchange, the indenture
governing the GB Notes was amended to eliminate certain
covenants and to release the liens on the collateral securing
such notes. The Transaction included, among other things, the
transfer of substantially all of the assets of GBH to Atlantic
Holdings.
The Atlantic Holdings Notes are guaranteed by ACE. Also on
July 22, 2004, in connection with the consummation of the
Transaction and the Consent Solicitation and Offer to Exchange,
GB Property and Greate Bay merged into GBH, with GBH as the
surviving entity. In connection with the transfer of the assets
and certain liabilities of GBH, including the assets and certain
liabilities of Greate Bay, Atlantic Holdings issued
2,882,937 shares of common stock, par value $.01 per
share (the Atlantic Holdings Common Stock) of
Atlantic Holdings to Greate Bay which, following the merger of
Greate Bay became the sole asset of GBH. Substantially all of
the assets and liabilities of GBH and Greate Bay (with the
exception of the remaining GB Notes and accrued interest
thereon, the Atlantic Holdings Common Stock, and the related pro
rata share of deferred financing costs) were transferred to
Atlantic Holdings or ACE. As part of the Transaction an
F-22
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
aggregate of 10,000,000 warrants were distributed on a pro rata
basis to the stockholders of GBH upon the consummation of the
Transaction. Such warrants allow the holders to purchase from
Atlantic Holdings at an exercise price of $.01 per share,
an aggregate of 2,750,000 shares of Atlantic Holdings
Common Stock and are only exercisable following the earlier of
(a) either the Atlantic Holdings Notes being paid in cash
or upon conversion, in whole or in part, into Atlantic Holdings
Common Stock, (b) payment in full of the outstanding
principal of the GB Notes exchanged, or (c) a determination
by a majority of the board of directors of Atlantic Holdings
(including at least one independent director of Atlantic
Holdings) that the Warrants may be exercised. The Sands
New Jersey gaming license was transferred to ACE in accordance
with the approval of the New Jersey Casino Control Commission.
On December 27, 2004, the Company purchased approximately
$37.0 million principal amount of Atlantic Holdings Notes
from two Icahn affiliates for cash consideration of
$36.0 million. The Company already owned approximately
$26.9 million principal amount of Atlantic Holdings Notes.
The Atlantic Holdings Notes owned by the Company eliminate in
consolidation.
On January 21, 2005, the Company entered into an agreement
with affiliates of Mr. Icahn to acquire 41.2% of the common
stock of GBH and warrants to purchase, upon the occurrence of
certain events, approximately 11.3% of the fully diluted common
stock of Atlantic Holdings. The Company already owned 36.3% of
the common stock of GBH and warrants to purchase approximately
10% of the fully diluted common stock of Atlantic Holdings. The
Company agreed to pay approximately $12.0 million in
depositary units, plus an additional $6.0 million in
depositary units if certain earnings targets are met during 2005
and 2006.
On May 17, 2005, the Company (1) converted
$28.8 million in principal amount of Atlantic Holdings
Notes into 1,891,181 shares of Atlantic Holdings common
stock and (2) exercised warrants to acquire
997,620 shares of Atlantic Holdings common stock. Also on
May 17, 2005, affiliates of Mr. Icahn exercised
warrants to acquire 1,133,284 shares of Atlantic Holdings
common stock. Prior to May 17, 2005 GBH owned 100% of the
outstanding common stock of Atlantic Holdings.
On June 30, 2005, the Company completed the purchase of
4,121,033 shares of common stock of GBH and
1,133,284 shares of Atlantic Holdings from affiliates of
Mr. Icahn in consideration of 413,793 of our depositary
units. Up to an additional 206,897 depositary units may be
issued if Atlantic Holdings meets certain earnings targets
during 2005 and 2006. The depositary units issued in
consideration for the acquisitions were valued at approximately
$12.0 million.
After the acquisition, the Company owns 77.5% of the common
stock of GBH and 58.3% of the common stock of Atlantic Holdings.
As a result of the acquisition, the Company obtained control of
GBH and Atlantic Holdings. The period of common control for GBH
and Atlantic Holdings began prior to January 1, 2002. The
financial statements give retroactive effect to the
consolidation of GBH and Atlantic Holdings. The Company had
previously accounted for GBH on the equity method.
In the year ended December 31, 2004, the Company recorded
an impairment loss of $15.6 million on its equity
investment in GBH. The purchase price pursuant to our agreement
to purchase additional shares in 2005 indicated that the fair
value of our investment was less than our carrying value. An
impairment charge was recorded to reduce the carrying value to
the value implicit in the purchase agreement.
F-23
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In connection with the purchase of the master lease from
Strato-Retail, American Casino assumed lessor responsibilities
for various non-cancelable operating leases for certain retail
space. The future minimum lease payments to be received under
these leases for years subsequent to December 31, 2004 are
as follows:
|
|
|
|
|
Years Ending December 31, |
|
(In $000s) | |
|
|
| |
2005
|
|
$ |
5,877 |
|
2006
|
|
|
4,778 |
|
2007
|
|
|
3,615 |
|
2008
|
|
|
2,177 |
|
2009
|
|
|
1,224 |
|
Thereafter
|
|
|
959 |
|
|
|
|
|
Total Payments
|
|
$ |
18,630 |
|
|
|
|
|
The above minimum rental income does not include contingent
retail income contained within certain retail operating leases.
In addition, American Casino is reimbursed by lessees for
certain operating expenses.
Since their acquisitions during the second quarter of 2005, the
Company conducts oil and gas operations through its wholly-owned
subsidiary, AREP Oil and Gas LLC (AREP Oil and Gas).
AREP Oil and Gas includes its 50.01% ownership interest in NEG,
its 50% membership interest in NEG Holdings, its indirect 50%
membership interest (through NEG) in NEG Holdings, and its 100%
ownership interest in TransTexas and Panaco, which are now known
as National Onshore, LP and National Offshore, LP, respectively.
The Companys oil and gas operations consist of
exploration, development, and production operations principally
in Texas, Oklahoma, Louisiana and Arkansas and offshore in the
Gulf of Mexico.
Summary balance sheets for AREP Oil and Gas as of
December 31, 2004 and 2003, included in the consolidated
balance sheet, are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Current assets
|
|
$ |
81,748 |
|
|
$ |
62,622 |
|
Oil and gas properties, full cost method
|
|
|
527,384 |
|
|
|
354,821 |
|
Other noncurrent assets
|
|
|
40,492 |
|
|
|
21,254 |
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
649,624 |
|
|
$ |
438,697 |
|
|
|
|
|
|
|
|
Current liabilities
|
|
$ |
48,832 |
|
|
$ |
28,975 |
|
Noncurrent liabilities
|
|
|
123,651 |
|
|
|
101,016 |
|
|
|
|
|
|
|
|
Total liabilities
|
|
$ |
172,483 |
|
|
$ |
129,991 |
|
|
|
|
|
|
|
|
F-24
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summarized income statement information for the years ended
December 31, 2004, 2003 and 2002 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Revenues
|
|
$ |
137,988 |
|
|
$ |
99,909 |
|
|
$ |
36,733 |
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas operating expenses
|
|
|
31,075 |
|
|
|
22,345 |
|
|
|
10,943 |
|
|
Depreciation, depletion and amortization
|
|
|
60,123 |
|
|
|
39,455 |
|
|
|
15,509 |
|
|
General and administrative expenses
|
|
|
13,737 |
|
|
|
7,769 |
|
|
|
5,912 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
104,935 |
|
|
|
69,569 |
|
|
|
32,364 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
33,053 |
|
|
$ |
30,340 |
|
|
$ |
4,369 |
|
|
|
|
|
|
|
|
|
|
|
Oil and gas operating expenses comprise expenses that are
directly attributable to exploration, development and production
operations including lease operating expenses, transportation
expenses, gas plant operating expenses, ad valorem and
production taxes.
Included in revenue is the impact of unrealized gains and losses
on derivatives. For the years ended December 31, 2004, 2003
and 2002, there were unrealized losses of $9.2 million,
$2.6 million and $3.6 million, respectively. For the
years ended December 31, 2004, 2003 and 2002, there were
realized losses of $16.6 million, $8.3 million and
$1.2 million, respectively.
In October 2003, pursuant to a Purchase Agreement dated as of
May 16, 2003, the Company acquired certain debt and equity
securities of NEG from entities affiliated with Mr. Icahn
for an aggregate cash consideration of approximately
$148.1 million plus approximately $6.7 million in cash
of accrued interest on the debt securities. The agreement was
reviewed and approved by the Audit Committee, which was advised
by its independent financial advisor and legal counsel. The
securities acquired were $148,637,000 in principal amount of
outstanding
103/4% Senior
Notes due 2006 of NEG and 5,584,044 shares of common stock
of NEG. As a result of the foregoing transaction and the
acquisition by the Company of additional securities of NEG prior
to the closing, the Company beneficially owns in excess of 50%
of the outstanding common stock of NEG. In connection with the
acquisition of stock in NEG, the excess of cash disbursed over
the historical cost which amounted to $2.8 million was
charged to the General Partners equity. There is no
minority interest allocated to the other NEG stockholders
because of NEGs negative equity.
NEG owns a 50% interest in NEG Holdings; the other 50% interest
in NEG Holdings was held by an affiliate of Mr. Icahn prior
to the Companys acquisition of the interest during the
second quarter of 2005. NEG Holdings owns NEG Operating LLC
(Operating LLC) which owns operating oil and gas
properties managed by NEG.
On December 6, 2004, the Company purchased from affiliates
of Mr. Icahn $27,500,000 aggregate principal amount, or
100%, of the outstanding term notes issued by TransTexas (the
TransTexas Notes). The purchase price was
$28,245,890, which equals the principal amount of the TransTexas
Notes plus accrued but unpaid interest. The notes eliminate in
consolidation due to the acquisition of TransTexas in April 2005.
On December 6, 2004, the Company purchased all of the
membership interests of Mid River LLC (Mid River)
from Icahn affiliates for an aggregate purchase price of
$38,125,999. The assets of Mid River consist of $38,000,000
principal amount of term loans of Panaco (the Panaco
Debt). The purchase price included accrued but unpaid
interest. The Panaco Debt eliminates in consolidation due to the
acquisition of Panaco in June 2005.
F-25
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On January 21, 2005, the Company entered into an agreement
to acquire TransTexas, Panaco and the membership interest in NEG
Holdings other than that already owned by NEG for cash
consideration of $180.0 million and depository units valued
at $454.0 million, from affiliates of Mr. Icahn. The
acquisition of TransTexas was completed on April 6, 2005
for $180.0 million in cash. The acquisition of Panaco and
the membership interest in NEG Holdings was completed on
June 30, 2005 for 15,344,753 depository units, valued at
$445.0 million. The terms of the transaction were approved
by the Audit Committee, which was advised by its independent
financial advisor and by counsel.
The acquisition of entities under common control is required to
be accounted for under the as if pooling method
during the period of common control. As a result of this method
of accounting, the assets and liabilities of TransTexas, Panaco
and NEG Holdings are included in the consolidated financial
statements at historical cost. All prior period financial
statements of the Company have been restated to include the
consolidated results of operations and cash flows of the
acquired entities.
The period of common control for TransTexas began
September 1, 2003, when it emerged from bankruptcy. The
period of common control for Panaco began November 16,
2004, when it emerged from bankruptcy.
The membership interest acquired in NEG Holdings constitutes all
of the membership interests other than the membership interest
already owned by NEG, which is itself 50.01% owned by the
Company. As a result of the acquisition of the additional direct
interest in Holding LLC, the Company is now the primary
beneficiary of NEG Holdings in accordance with FASB
Interpretation No. 46 (revised December 2003),
Consolidation of Variable Interest Entities and now consolidates
the financial results of NEG Holdings. The consolidated
financial statements give retroactive effect to the
consolidation of the acquired 50% interest in NEG Holdings,
together with our 50% interest owned through NEG. The period of
common control for NEG Holdings began on September 1,
2001.
For financial reporting purposes, earnings, capital
contributions and capital distributions prior to the
acquisitions have been allocated to the General Partner.
Capitalized costs as of December 31, 2004 and 2003 relating
to oil and gas producing activities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Proved properties
|
|
$ |
923,094 |
|
|
$ |
689,444 |
|
Other property and equipment
|
|
|
5,595 |
|
|
|
7,207 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
928,689 |
|
|
|
696,651 |
|
Less: Accumulated depreciation, depletion and amortization
|
|
|
401,305 |
|
|
|
341,830 |
|
|
|
|
|
|
|
|
|
|
$ |
527,384 |
|
|
$ |
354,821 |
|
|
|
|
|
|
|
|
F-26
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Cost incurred in connection with property acquisition,
exploration and development activities for the years ended
December 31, 2004, 2003 and 2002 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s, except depletion rate) | |
Acquisitions
|
|
$ |
128,673 |
|
|
$ |
184,667 |
|
|
$ |
49,049 |
|
Exploration costs
|
|
|
62,209 |
|
|
|
6,950 |
|
|
|
1,073 |
|
Development costs
|
|
|
52,765 |
|
|
|
29,640 |
|
|
|
16,125 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
243,647 |
|
|
$ |
221,257 |
|
|
$ |
66,247 |
|
|
|
|
|
|
|
|
|
|
|
Depletion rate per MCFe
|
|
$ |
2.11 |
|
|
$ |
1.85 |
|
|
$ |
1.30 |
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004, 2003 and 2002 all capitalized
costs relating to oil and gas activities have been included in
the full cost pool.
|
|
|
Supplemental Reserve Information (Unaudited) |
The accompanying tables present information concerning the
Companys oil and natural gas producing activities during
the years ended December 31, 2004 and 2003 and are prepared
in accordance with SFAS No. 69, Disclosures
about Oil and Gas Producing Activities.
Estimates of the Companys proved reserves and proved
developed reserves were prepared by independent firms of
petroleum engineers, based on data supplied by them to the
Company. Estimates relating to oil and gas reserves are
inherently imprecise and may be subject to substantial revisions
due to changing prices and new information, such as reservoir
performance, production data, additional drilling and other
factors becomes available.
Proved reserves are estimated quantities of oil, natural gas,
condensate and natural gas liquids which geological and
engineering data demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing
economic and operating conditions. Natural gas liquids and
condensate are included in oil reserves. Proved developed
reserves are those proved reserves that can be expected to be
recovered through existing wells with existing equipment and
operating methods. Proved undeveloped reserves include those
reserves expected to be recovered from new wells on undrilled
acreage or existing wells on which a relatively major
expenditure is required for recompletion. Natural gas quantities
represent gas volumes which include amounts that will be
extracted as natural gas liquids. The Companys estimated
net proved reserves and proved developed reserves of oil and
condensate and natural gas for the years ended December 31,
2004, 2003 and 2002 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil | |
|
Natural Gas | |
|
|
| |
|
| |
|
|
(Barrels) | |
|
(Thousand | |
|
|
|
|
cubic feet) | |
December 31, 2001
|
|
|
5,158,883 |
|
|
|
82,431,275 |
|
|
Purchases of reserves in place
|
|
|
30,436 |
|
|
|
34,196,450 |
|
|
Sales of reserves in place
|
|
|
(223,214 |
) |
|
|
|
|
|
Extensions and discoveries
|
|
|
28,892 |
|
|
|
14,403,643 |
|
|
Revisions of previous estimates
|
|
|
842,776 |
|
|
|
(636,931 |
) |
|
Production
|
|
|
(629,100 |
) |
|
|
(7,827,100 |
) |
|
|
|
|
|
|
|
F-27
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil | |
|
Natural Gas | |
|
|
| |
|
| |
|
|
(Barrels) | |
|
(Thousand | |
|
|
|
|
cubic feet) | |
December 31, 2002
|
|
|
5,208,673 |
|
|
|
122,567,337 |
|
|
Purchase of reserves in place
|
|
|
|
|
|
|
|
|
|
Reserves of TransTexas purchased from affiliate of General
Partner
|
|
|
1,120,400 |
|
|
|
41,440,700 |
|
|
Sales of reserves in place
|
|
|
(25,399 |
) |
|
|
(744,036 |
) |
|
Extensions and discoveries
|
|
|
494,191 |
|
|
|
61,637,828 |
|
|
Revisions of previous estimates
|
|
|
2,344,071 |
|
|
|
(2,728,657 |
) |
|
Production
|
|
|
(976,374 |
) |
|
|
(15,913,351 |
) |
|
|
|
|
|
|
|
December 31, 2003
|
|
|
8,165,562 |
|
|
|
206,259,821 |
|
|
Purchase of reserves in place
|
|
|
|
|
|
|
|
|
|
Reserves of Panaco purchased from affiliate of General Partner
|
|
|
5,203,599 |
|
|
|
25,981,749 |
|
|
Sales of reserves in place
|
|
|
(15,643 |
) |
|
|
(344,271 |
) |
|
Extensions and discoveries
|
|
|
524,089 |
|
|
|
50,226,279 |
|
|
Revisions of previous estimates
|
|
|
204,272 |
|
|
|
9,810,665 |
|
|
Production
|
|
|
(1,484,005 |
) |
|
|
(18,895,077 |
) |
|
|
|
|
|
|
|
December 31, 2004
|
|
|
12,597,874 |
|
|
|
273,039,166 |
|
|
|
|
|
|
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
December 31, 2002
|
|
|
3,539,450 |
|
|
|
92,382,411 |
|
|
|
|
|
|
|
|
|
December 31, 2003
|
|
|
6,852,118 |
|
|
|
125,765,372 |
|
|
|
|
|
|
|
|
|
December 31, 2004
|
|
|
8,955,300 |
|
|
|
151,451,558 |
|
|
|
|
|
|
|
|
|
|
|
Standardized Measure Information (Unaudited) |
The calculation of estimated future net cash flows in the
following table assumed the continuation of existing economic
conditions and applied year-end prices (except for future price
changes as allowed by contract) of oil and gas to the expected
future production of such reserves, less estimated future
expenditures (based on current costs) to be incurred in
developing and producing those reserves.
F-28
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The standardized measure of discounted future net cash flows
does not purport, nor should it be interpreted, to present the
fair market value of the Companys oil and gas reserves.
These estimates reflect proved reserves only and ignore, among
other things, changes in prices and costs, revenues that could
result from probable reserves which could become proved reserves
in later years and the risks inherent in reserve estimates. The
standardized measure of discounted future net cash flows
relating to proved oil and gas reserves as of December 31,
2004 and 2003 is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Future cash inflows
|
|
$ |
2,203,900 |
|
|
$ |
1,497,902 |
|
Future production and development costs
|
|
|
(836,092 |
) |
|
|
(469,633 |
) |
|
|
|
|
|
|
|
Future net cash flows
|
|
|
1,367,808 |
|
|
|
1,028,269 |
|
Future income taxes
|
|
|
(32,979 |
) |
|
|
|
|
Annual discount (10%) for estimating timing of cash flows
|
|
|
(563,549 |
) |
|
|
(407,771 |
) |
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$ |
771,280 |
|
|
$ |
620,498 |
|
|
|
|
|
|
|
|
Principal sources of change in the standardized measure of
discounted future net cash flows for the years ended
December 31, 2004, 2003 and 2002 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Beginning of year
|
|
$ |
620,498 |
|
|
$ |
310,632 |
|
|
$ |
113,122 |
|
Sales of reserves in place
|
|
|
(1,376 |
) |
|
|
(2,476 |
) |
|
|
(2,510 |
) |
Sales and transfers of crude oil and natural gas produced net of
production costs
|
|
|
(130,640 |
) |
|
|
(74,186 |
) |
|
|
(31,115 |
) |
Net change in prices and production costs
|
|
|
16,686 |
|
|
|
77,205 |
|
|
|
112,381 |
|
Development costs incurred during the period and changes in
estimated future development costs
|
|
|
(96,236 |
) |
|
|
(70,350 |
) |
|
|
(45,231 |
) |
Acquisitions of reserves
|
|
|
75,239 |
|
|
|
101,804 |
|
|
|
102,916 |
|
Extensions and discoveries
|
|
|
193,022 |
|
|
|
211,325 |
|
|
|
43,641 |
|
Revisions of previous quantity estimates
|
|
|
31,730 |
|
|
|
37,718 |
|
|
|
8,511 |
|
Accretion of discount
|
|
|
62,050 |
|
|
|
34,457 |
|
|
|
11,312 |
|
Changes in production rates and other
|
|
|
307 |
|
|
|
(5,631 |
) |
|
|
(2,395 |
) |
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$ |
771,280 |
|
|
$ |
620,498 |
|
|
$ |
310,632 |
|
|
|
|
|
|
|
|
|
|
|
During recent years, there have been significant fluctuations in
the prices paid for crude oil in the world markets. This
situation has had a destabilizing effect on crude oil posted
prices in the United States, including the posted prices paid by
purchasers of the Companys crude oil. The net weighted
average prices of crude oil and natural gas as of
December 31, 2004, 2003 and 2002 was $41.80, $29.14 and
$29.86 per barrel of crude oil and $5.93, $5.89 and
$4.92 per thousand cubic feet of natural gas.
The Companys real estate operations consist of
(1) rental real estate and (2) residential
developments and (3) associated resort activities.
F-29
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Rental Real Estate. As of December 31, 2004, the
Company owned 71 rental real estate properties. These
primarily consist of fee and leasehold interests and, to a
limited extent, interests in real estate mortgages in
23 states. Most of these properties are net-leased to
single corporate tenants. Approximately 84% of these properties
are currently net-leased, 6% are operating properties and 10%
are vacant.
Property Development and Associated Resort Activities. The
Company owns, primarily through its Bayswater subsidiary,
residential development properties. Bayswater, a real estate
investment, management and development company, focuses
primarily on the construction and sale of single-family houses,
multi-family homes and lots in subdivisions and planned
communities and raw land for residential development. The
Companys New Seabury development property in Cape Cod,
Massachusetts, and our Grand Harbor and Oak Harbor development
property in Vero Beach, Florida each include land for future
residential development of more than 450 and 980 units of
residential housing, respectively. Both developments operate
golf and resort activities.
A summary of real estate assets as of December 31, 2004 and
2003, included in the consolidated balance sheet, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Rental properties
|
|
|
|
|
|
|
|
|
|
Finance leases, net
|
|
$ |
85,281 |
|
|
$ |
131,618 |
|
|
Operating leases
|
|
|
49,118 |
|
|
|
76,443 |
|
Property development
|
|
|
106,537 |
|
|
|
43,459 |
|
Resort properties
|
|
|
50,132 |
|
|
|
41,526 |
|
|
|
|
|
|
|
|
|
Total real estate
|
|
$ |
291,068 |
|
|
$ |
293,046 |
|
|
|
|
|
|
|
|
In addition to the above are properties held for sale. The
amount included in other current assets related to such
properties was $58.0 million and $128.8 million at
December 31, 2004 and 2003, respectively. The operating
results of certain of these properties are classified as
discontinued operations.
F-30
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summarized income statement information attributable to real
estate operations is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income on financing leases
|
|
$ |
9,880 |
|
|
$ |
13,115 |
|
|
$ |
14,722 |
|
|
|
Rental income
|
|
|
9,014 |
|
|
|
8,055 |
|
|
|
8,289 |
|
|
Property development
|
|
|
26,591 |
|
|
|
13,265 |
|
|
|
76,024 |
|
|
Resort activities
|
|
|
16,210 |
|
|
|
12,376 |
|
|
|
12,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
61,695 |
|
|
|
46,811 |
|
|
|
111,956 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate
|
|
|
10,733 |
|
|
|
8,205 |
|
|
|
10,548 |
|
|
Property development
|
|
|
18,486 |
|
|
|
9,129 |
|
|
|
54,640 |
|
|
Resort activities
|
|
|
15,719 |
|
|
|
11,580 |
|
|
|
13,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
44,938 |
|
|
|
28,914 |
|
|
|
78,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
16,757 |
|
|
$ |
17,897 |
|
|
$ |
33,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
a. |
Real Estate Leased to Others Accounted for Under the
Financing Method |
Real estate leased to others accounted for under the financing
method is summarized as follows (in $000s):
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Minimum lease payments receivable
|
|
$ |
97,725 |
|
|
$ |
161,785 |
|
Unguaranteed residual value
|
|
|
48,980 |
|
|
|
74,651 |
|
|
|
|
|
|
|
|
|
|
|
146,705 |
|
|
|
236,436 |
|
Less unearned income
|
|
|
57,512 |
|
|
|
99,080 |
|
|
|
|
|
|
|
|
|
|
|
89,193 |
|
|
|
137,356 |
|
Less current portion of lease amortization
|
|
|
3,912 |
|
|
|
5,738 |
|
|
|
|
|
|
|
|
|
|
$ |
85,281 |
|
|
$ |
131,618 |
|
|
|
|
|
|
|
|
The following is a summary of the anticipated future receipts of
the minimum lease payments receivable at December 31, 2004
(in $000s):
|
|
|
|
|
Year Ending December 31, |
|
Amount | |
|
|
| |
2005
|
|
$ |
11,941 |
|
2006
|
|
|
11,746 |
|
2007
|
|
|
10,832 |
|
2008
|
|
|
9,476 |
|
2009
|
|
|
9,255 |
|
Thereafter
|
|
|
44,475 |
|
|
|
|
|
|
|
$ |
97,725 |
|
|
|
|
|
F-31
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2004 and 2003, approximately $73,144,000
and $107,543,000, respectively, of the net investment in
financing leases was pledged to collateralize the payment of
nonrecourse mortgages payable.
|
|
b. |
Real Estate Leased to Others Accounted for Under the
Operating Method |
Real estate leased to others accounted for under the operating
method is summarized as follows (in $000s):
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Land
|
|
$ |
13,666 |
|
|
$ |
24,040 |
|
Commercial Buildings
|
|
|
45,972 |
|
|
|
83,252 |
|
|
|
|
|
|
|
|
|
|
|
59,638 |
|
|
|
107,292 |
|
Less accumulated depreciation
|
|
|
10,520 |
|
|
|
30,849 |
|
|
|
|
|
|
|
|
|
|
$ |
49,118 |
|
|
$ |
76,443 |
|
|
|
|
|
|
|
|
The following is a summary of the anticipated future receipts of
minimum lease payments under non-cancelable leases at
December 31, 2004 (in $000s):
|
|
|
|
|
Year Ending December 31, |
|
Amount | |
|
|
| |
2005
|
|
$ |
7,186 |
|
2006
|
|
|
6,232 |
|
2007
|
|
|
5,649 |
|
2008
|
|
|
5,383 |
|
2009
|
|
|
5,001 |
|
Thereafter
|
|
|
19,753 |
|
|
|
|
|
|
|
$ |
49,204 |
|
|
|
|
|
At December 31, 2004 and 2003, approximately $14,166,000
and $15,630,000, respectively, of net real estate leased to
others was pledged to collateralize the payment of non-recourse
mortgages payable.
|
|
c. |
Significant Property Transactions |
Information on significant property transactions during the
three-year period ended December 31, 2004 is as follows:
|
|
|
1. In September 2002, the Company purchased an industrial
building located in Nashville, Tennessee for approximately
$18.2 million. The building was constructed in 2001 and is
fully leased to two tenants, Alliance Healthcare and Jet
Equipment & Tools Inc., with leases expiring in 2011.
In October 2002, the Company closed a $12.7 million
non-recourse mortgage loan on the Nashville, Tennessee property.
The loan bore interest at 6.4% per annum and was due to
mature in ten years. In June 2004, the Company sold the property
for a selling price of $19.2 million. A gain of
approximately $1.4 million was recognized in the year ended
December 31, 2004 and is included in discontinued
operations in the Consolidated Statements of Earnings. |
|
|
At December 31, 2003, the property had a carrying value of
approximately $18,066,000 and was encumbered by a non-recourse
mortgage in the amount of $12,700,000. |
F-32
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
2. In October 2002, the Company sold a property located in
North Palm Beach, Florida for a selling price of
$3.5 million. A gain of approximately $2.4 million was
recognized in the year ended December 31, 2002. |
|
|
3. In October 2003, the Company sold a property located in
Columbia, Maryland to its tenant for a selling price of
$11 million. A gain of approximately $5.8 million was
recognized in the year ended December 31, 2003. |
|
|
4. During the year ended December 31, 2004, the
Company sold 57 rental real estate properties for
approximately $245 million which were encumbered by
mortgage debt of approximately $94 million which was repaid
from the sale proceeds. |
|
|
During the year ended December 31, 2004, of the 57
properties, the Company sold nine financing lease properties for
approximately $43.6 million. The properties were encumbered
by mortgage debt of approximately $26.8 million, which was
repaid from the sales proceeds. The carrying value of these
properties was approximately $38.3 million; therefore, the
Company recognized a gain on sale of approximately
$5.3 million in the year ended December 31, 2004,
which is included in income from continuing operations in the
Consolidated Statements of Earnings. |
|
|
During the year ended December 31, 2004, of the 57
properties, the Company sold 48 operating and held for sale
properties for approximately $201.8 million. The properties
were encumbered by mortgage debt of approximately
$67 million, which was repaid from the sales proceeds. The
carrying value of these properties was approximately
$126.6 million. The Company recognized a gain on sale of
approximately $75.2 million in year ended December 31,
2004, which is included in income from discontinued operations
in the Consolidated Statements of Earnings. |
|
|
At December 31, 2004, the Company had fifteen properties
under contract or as to which letters of intent had been
executed by potential purchasers, all of which contracts or
letters of intent are subject to purchasers due diligence
and other closing conditions. Selling prices for the properties
covered by the contracts or letters of intent would total
approximately $97.9 million. These properties are
encumbered by mortgage debt of approximately $36.0 million.
At December 31, 2004, the carrying value of these
properties is approximately $62.3 million. In accordance
with generally accepted accounting principles, only the real
estate operating properties under contract or letter of intent,
but not the financing lease properties, were reclassified to
Properties Held for Sale and the related income and
expense reclassified to Income from discontinued
operations. |
|
|
5. In January 2004, in conjunction with its reinvestment
program, the Company purchased a 34,422 square foot
commercial condominium unit (North Moore Condos)
located in New York City for approximately $14.5 million.
The unit contains a Citibank branch, a furniture store and a
restaurant. Current annual rent income from the three tenants is
approximately $1,289,000. The Company obtained mortgage
financing of $10 million for this property in April 2004.
The mortgage bears interest at the rate of 5.73% per annum,
and matures in March 2014. Annual debt service is $698,760. |
|
|
6. In July 2004, the Company purchased two Vero Beach,
Florida waterfront communities, Grand Harbor and Oak Harbor
(Grand Harbor), including their respective golf
courses, tennis complex, fitness center, beach club and
clubhouses. The acquisition also included properties in various
stages of development, including land for future residential
development, improved lots and finished residential units ready
for sale. The purchase price was approximately $75 million,
which included approximately $62 million of land and
construction in progress. The Company plans to invest in the
further development of these properties and the enhancement of
the existing infrastructure. |
F-33
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
d. |
Property held for sale (in $000s): |
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Leased to others
|
|
$ |
74,444 |
|
|
$ |
146,416 |
|
Vacant
|
|
|
450 |
|
|
|
2,550 |
|
|
|
|
|
|
|
|
|
|
|
74,894 |
|
|
|
148,966 |
|
Less accumulated depreciation
|
|
|
16,873 |
|
|
|
20,153 |
|
|
|
|
|
|
|
|
|
|
$ |
58,021 |
|
|
$ |
128,813 |
|
|
|
|
|
|
|
|
At December 31, 2004 and 2003, approximately $34,881,000
and $105,984,000, respectively, of real estate held for sale was
pledged to collateralize the payment of non-recourse mortgages
payable.
The following is a summary of income from discontinued
operations (in $000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Rental income
|
|
$ |
14,560 |
|
|
$ |
22,130 |
|
|
$ |
19,636 |
|
Hotel and resort operating income
|
|
|
3,869 |
|
|
|
6,128 |
|
|
|
5,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,429 |
|
|
|
28,258 |
|
|
|
25,312 |
|
|
|
|
|
|
|
|
|
|
|
Mortgage interest expense
|
|
|
3,440 |
|
|
|
6,781 |
|
|
|
6,302 |
|
Depreciation and amortization
|
|
|
1,319 |
|
|
|
5,109 |
|
|
|
4,222 |
|
Property expenses
|
|
|
3,926 |
|
|
|
4,268 |
|
|
|
3,549 |
|
Hotel and resort operating expenses
|
|
|
3,801 |
|
|
|
5,681 |
|
|
|
5,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,486 |
|
|
|
21,839 |
|
|
|
19,274 |
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
$ |
5,943 |
|
|
$ |
6,419 |
|
|
$ |
6,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 | |
|
December 31, 2003 | |
|
|
| |
|
| |
|
|
Amortized | |
|
Carrying | |
|
Amortized | |
|
Carrying | |
|
|
Cost | |
|
Value | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Current Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and agency obligations
|
|
$ |
96,840 |
|
|
$ |
96,840 |
|
|
$ |
52,800 |
|
|
$ |
52,583 |
|
|
Philip Services Corporation(a): Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds(b)
|
|
|
|
|
|
|
|
|
|
|
45,100 |
|
|
|
51,626 |
|
|
Marketable equity and debt securities
|
|
|
2,248 |
|
|
|
2,248 |
|
|
|
1,300 |
|
|
|
4,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
99,088 |
|
|
$ |
99,088 |
|
|
$ |
99,200 |
|
|
$ |
108,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 | |
|
December 31, 2003 | |
|
|
| |
|
| |
|
|
Amortized | |
|
Carrying | |
|
Amortized | |
|
Carrying | |
|
|
Cost | |
|
Value | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Non-Current Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and agency obligations
|
|
$ |
5,491 |
|
|
$ |
5,491 |
|
|
$ |
8,990 |
|
|
$ |
8,990 |
|
|
WestPoint Stevens(e)
|
|
|
205,850 |
|
|
|
205,850 |
|
|
|
|
|
|
|
|
|
|
Union Power Partners, L.P. and Panda Gila River L.P.(f)
|
|
|
39,316 |
|
|
|
39,316 |
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
782 |
|
|
|
782 |
|
|
|
8,298 |
|
|
|
8,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251,439 |
|
|
|
251,439 |
|
|
|
17,288 |
|
|
|
17,288 |
|
Other Non-Current Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peninsula/ Hampton and Alex Hotel(c) and(d)
|
|
|
|
|
|
|
|
|
|
|
42,030 |
|
|
|
42,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Current Investments
|
|
$ |
251,439 |
|
|
$ |
251,439 |
|
|
$ |
59,318 |
|
|
$ |
59,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a. At December 31, 2002, the Company owned the
following approximate interests in Philip Service Corporation
(Philip): (1) 1.8 million common shares,
(2) $14.2 million in secured term debt, and
(3) $10.9 million in accreted secured convertible
payment-in-kind debt. The Company had an approximate 7% equity
interest in Philip and an Icahn affiliate had an approximate 38%
equity interest. Icahn affiliates also owned term and
payment-in-kind debt.
The market value of Philips common stock declined steadily
since it was acquired by the Company. In 2002, based on a review
of Philips financial statements, management of the Company
deemed the decrease in value to be other than temporary. As a
result, the Company wrote down its investment in Philips
common stock by charges to earnings of $8,476,000 and charges to
other comprehensive income (OCI) of $761,000 in the
year ended December 31, 2002. This investment had been
previously written down by approximately $6.8 million in
charges to earnings. The Companys adjusted carrying value
of Philips common stock was approximately $200,000 at
December 31, 2002.
In June 2003, Philip announced that it and most of its wholly
owned U.S. subsidiaries filed voluntary petitions under
Chapter 11 of the Federal Bankruptcy Code.
In the year ended December 31, 2003, management of the
Company determined that it was appropriate to write-off the
balance of its investment in the Philips common stock by a
charge to earnings of approximately $961,000; of this amount
$761,000 was previously charged to OCI in 2002, which was
reversed in 2003, and included in the $961,000 charge to
earnings.
Approximately $6.6 million of charges to OCI were reversed
and the investments were reclassified at their original cost to
Other investments at December 31, 2002. These
adjustments had no effect on the Companys reported
earnings for the year ended December 31, 2002.
In 2003, the cost basis of the debt was approximately
$22.1 million. As previously mentioned, Philip filed for
bankruptcy protection in June 2003. Management of the Company
reviewed Philips financial statements, bankruptcy
documents and the prices of recent purchases and sales of the
debt and determined this investment to be impaired. Based upon
this review, management concluded the fair value of the debt to
be approximately $3.3 million; therefore, the Company
recorded a write-down of approximately $18.8 million by a
charge to earnings, which was included in Other income
(expense) in the Consolidated Statements of Earnings in
the year ended December 31, 2003. In December 2003, the
Company sold two-thirds of its term and paid-in-kind
(PIK) debt with a basis of $2.2 million for
$2.6 million, generating a gain of $0.4 million.
F-35
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Philip emerged from bankruptcy on December 31, 2003 as a
private company controlled by an lcahn affiliate. The
Companys remaining interest in the debt, which is included
in non-current investments, was delivered and exchanged for
approximately 443,000 common shares representing a 4.4% equity
interest in the new Philip, valued at the carrying value of the
debt at December 31, 2004 of $0.7 million.
b. In December 2003, the Company acquired approximately
$86.9 million principal amount of corporate bonds for
approximately $45.1 million. These bonds were classified as
available for sale securities. Available for sale securities are
carried at fair value on the balance sheet. Unrealized holding
gains and losses are excluded from earnings and reported as a
separate component of Partners Equity. At
December 31, 2003, the carrying value of the bonds was
approximately $51.6 million and accumulated OCI was
approximately $6.5 million. This OCI was reversed in the
year ended December 31, 2004 upon the sale of corporate
bonds. In the year ended December 31, 2004, the Company
sold the debt securities for approximately $82.3 million,
recognizing a gain of $37.2 million.
c. On November 30, 2000, the Company entered into a
mezzanine loan agreement to fund $23 million in two
tranches to an unaffiliated borrower. The funds were to be used
for certain initial development costs associated with a
65 unit condominium property located at 931 1st Avenue
in New York City. The first tranche of $10 million was
funded on November 30, 2000 and provided for interest
accruing at a rate of 25% per annum, with principal and
interest due at maturity, May 29, 2003. Also, in November
2000, approximately $3.7 million of the second tranche of
the loan was funded. The balance of approximately
$9.3 million was funded in installments during 2001. The
second tranche provided for interest accruing at a rate of
21.5% per annum, with principal and interest due at
maturity, November 29, 2002. The loans were payable at any
time from the proceeds of unit sales, after satisfaction of
senior debt of approximately $45 million. The loans were
secured by the pledge of membership interests in the entity that
owns the real estate. In May 2002, the Company received
approximately $31.3 million for prepayment of the mezzanine
loans. The balance of the prepayment of $8.3 million
represented accrued interest ($7.9 million) and exit fees
($0.4 million), which amounts were recognized as
Interest income and Other income
(expense), respectively, in the Consolidated Statements of
Earnings for the year ended December 31, 2002.
d. At December 31, 2002, the Company had funded two
mezzanine loans for approximately $23.2 million and had
commitments to fund, under certain conditions, additional
advances of approximately $5 million. Both loans had an
interest rate of 22% per annum compounded monthly. The
Peninsula loan, for a Florida condominium development, which had
a term of 24 months from the date of funding, February
2002, was repaid in full in 2003. Approximately
$6.8 million of interest income was recorded and is
included in Interest income in the Consolidated
Statements of Earnings for the year ended December 31,
2003. The Alex Hotel loan, for a New York City hotel with
approximately 200 rooms, had a term of 36 months from the
closing date, April 2002. At December 31, 2003, accrued
interest of approximately $4.4 million had been deferred
for financial statement purposes pending receipt of principal
and interest payments in connection with this loan. Origination
fees of $3.0 million have been received in connection with
one of the mezzanine loans and approximately $1.5 million
and $1.1 million has been recognized in Other income
(expense) in the Consolidated Statements of Earnings in
the years ended December 31, 2003 and 2002, respectively.
In February 2003, the Company funded the Hampton mezzanine loan
for approximately $30 million on a Florida condominium
development. The loan was due in 18 months with one
six-month extension and had an interest rate of 22% per
annum compounded monthly. At December 31, 2003, accrued
interest of approximately $6.7 million had been deferred
for financial statement purposes pending receipt of principal
and interest payments in connection with this loan. On
April 30, 2004, the Company received approximately
$16.7 million for the prepayment of the Alex Hotel loan.
The principal amount of the loan was $11 million. The
prepayment included approximately $5.7 million of accrued
interest, which was recognized as interest income in the year
ended December 31, 2004.
F-36
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
e. In 2004, the Company purchased approximately
$278.1 million principal amount of secure bank debt of
WestPoint Stevens, a company currently operating as a debtor in
possession under Chapter 11 of the U.S. Bankruptcy
Code, for a purchase price of approximately $205.8 million.
Approximately $193.6 million principal amount is secured by
a first priority lien of certain assets of WestPoint and
approximately $84.5 million principal amount is secured by
a second priority lien. Interest income totaled approximately
$7.2 million for the year ended December 31, 2004 and
is included in Interest income in the Consolidated
Statements of Earnings for the year then ended. Based on the
latest available information, the Company has not accreted this
debt and does not believe that an other than temporary
impairment has been identified. See footnote 24 for details
of the Companys acquisition of Westpoint Stevens.
f. In 2004, the Company purchased approximately
$71.8 million of secured bank debt of Union Power Partners
L.P. and Panda Gila River L.P. for a purchase price of
approximately $39.3 million. No interest is currently being
received on this debt. As of December 31, 2004, the Company
has not accreted this debt and does not believe that an other
than temporary impairment has been identified.
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Properties held for sale
|
|
$ |
58,021 |
|
|
$ |
128,813 |
|
Restricted cash non securities
|
|
|
19,856 |
|
|
|
15,058 |
|
Restricted cash securities(1)
|
|
|
123,001 |
|
|
|
|
|
Other
|
|
|
8,540 |
|
|
|
8,720 |
|
|
|
|
|
|
|
|
|
|
$ |
209,418 |
|
|
$ |
152,591 |
|
|
|
|
|
|
|
|
|
|
(1) |
In November and December 2004, the Company sold short certain
equity securities which resulted in the following (in
$000s): |
|
|
|
a. $123,001 Restricted Cash
Securities Net proceeds from short sales of equity
securities and cash collateral held by brokerage institutions
against the Companys short sales. |
|
|
b. $90,674 Securities Sold Not Yet
Purchased The Companys obligation to cover the
short sales of equity securities described above. The Company
recorded unrealized losses on securities sold short of
$23.6 million in the year ended December 31, 2004
reflecting an increase in price in the securities sold short.
This amount has been recorded in the consolidated statements of
earnings for the year then ended in the respective caption. |
|
|
9. |
Trade, Notes and Other Receivables |
Trade, notes and other receivables as of December 31, 2004
and 2003 was $105.5 million and $80.8 million,
respectively. The largest component of trades, notes and other
receivables are trade receivables from the Companys oil
and gas properties.
F-37
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
10. |
Property, Plant and Equipment |
Property, plant and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 | |
|
December 31, 2003 | |
|
|
| |
|
| |
|
|
|
|
Accumulated | |
|
|
|
|
|
Accumulated | |
|
|
|
|
|
|
Depletion/ | |
|
|
|
|
|
Depletion/ | |
|
|
|
|
Cost | |
|
Depreciation | |
|
Net | |
|
Cost | |
|
Depreciation | |
|
Net | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Oil and Gas
|
|
$ |
928,689 |
|
|
$ |
(401,305 |
) |
|
$ |
527,384 |
|
|
$ |
696,651 |
|
|
$ |
(341,830 |
) |
|
$ |
354,821 |
|
Gaming
|
|
|
587,073 |
|
|
|
(141,673 |
) |
|
|
445,400 |
|
|
|
582,557 |
|
|
|
(114,441 |
) |
|
|
468,116 |
|
Real Estate
|
|
|
311,230 |
|
|
|
(20,162 |
) |
|
|
291,068 |
|
|
|
329,263 |
|
|
|
(36,217 |
) |
|
|
293,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PP&E
|
|
$ |
1,826,992 |
|
|
$ |
(563,140 |
) |
|
$ |
1,263,852 |
|
|
$ |
1,608,471 |
|
|
$ |
(492,488 |
) |
|
$ |
1,115,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization expense related to
property, plant and equipment for the years ended
December 31, 2004, 2003 and 2002 was $103.7 million,
$77.9 million and $52.3 million, respectively.
During 2005, the Company has begun to incur operating losses
relating to the operation of The Sands. However, The Sands
continues to generate positive cash flow. The Company believes
that its efforts to improve profitability will lead to a
reversal of these operating losses. However, as there is no
guarantee that the Companys efforts will be successful,
the Company continues to evaluate whether there is an impairment
under SFAS No. 144, Accounting for the Impairment or
Disposal of Long-lived Assets. In the event that a change
in operations results in a future reduction of cash flows, the
Company may determine that an impairment under SFAS 144 has
occurred at The Sands, and an impairment charge may be required.
The carrying value of P,P&E of The Sands at
September 30, 2005 was approximately $165.5 million.
|
|
11. |
Other Non-Current Assets |
Other non-current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Deferred taxes
|
|
$ |
56,416 |
|
|
$ |
65,445 |
|
Deferred finance costs, net of accumulated amortization of
$3,179 and $1,349 as of December 31, 2004 and 2003,
respectively
|
|
|
17,178 |
|
|
|
1,316 |
|
Restricted deposits
|
|
|
23,519 |
|
|
|
|
|
Other
|
|
|
28,448 |
|
|
|
19,788 |
|
|
|
|
|
|
|
|
|
|
$ |
125,561 |
|
|
$ |
86,549 |
|
|
|
|
|
|
|
|
Restricted deposits represent amounts escrowed with respect to
asset retirement obligations at the Companys oil and gas
operations.
|
|
12. |
Other Non-Current Liabilities |
Other non-current liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Asset retirement obligation
|
|
$ |
56,524 |
|
|
$ |
6,745 |
|
Long-term liabilities
|
|
|
36,265 |
|
|
|
27,013 |
|
Minority interest
|
|
|
17,740 |
|
|
|
30,231 |
|
|
|
|
|
|
|
|
|
|
$ |
110,529 |
|
|
$ |
63,989 |
|
|
|
|
|
|
|
|
F-38
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Long-term debt comprised the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In $000s) | |
Senior unsecured 8.125% notes due 2012(a)
|
|
$ |
350,598 |
|
|
$ |
|
|
Senior secured 7.85% notes due 2012(b)
|
|
|
215,000 |
|
|
|
|
|
Borrowings under credit facilities(c)
|
|
|
51,834 |
|
|
|
43,834 |
|
Mortgages payable(d)
|
|
|
91,896 |
|
|
|
180,989 |
|
GB Notes(e)
|
|
|
43,741 |
|
|
|
83,100 |
|
Due to affiliate(f)
|
|
|
|
|
|
|
27,500 |
|
Credit facility due to affiliate(g)
|
|
|
|
|
|
|
25,000 |
|
Other
|
|
|
6,738 |
|
|
|
13,998 |
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
759,807 |
|
|
|
374,421 |
|
Less: current portion, including debt related to real estate
held for sale
|
|
|
76,679 |
|
|
|
120,264 |
|
|
|
|
|
|
|
|
|
|
$ |
683,128 |
|
|
$ |
254,157 |
|
|
|
|
|
|
|
|
a. On May 12, 2004, the Company closed on its offering
of senior notes due 2012. The notes, in the aggregate principal
amount of $353 million, were priced at 99.266%. The notes
have a fixed annual interest rate of
81/8%,
which will be paid every six months on June 1 and
December 1, commencing December 1, 2004. The notes
will mature on June 1, 2012. AREH is a guarantor of the
debt; however, no other subsidiaries guarantee payment on the
notes. American Real Estate Finance Corp. (AREF), a
wholly-owned subsidiary of the Company, was formed solely for
the purpose of serving as a co-issuer of debt securities. AREF
does not have any operations or assets and does not have any
revenues. The Company intends to use the proceeds of this
offering for general business purposes, including its primary
business strategy of acquiring undervalued assets in its
existing lines of business or other businesses and to provide
additional capital to grow its existing businesses. The notes
restrict the ability of the Company, subject to certain
exceptions, to, among other things; incur additional debt: pay
dividends or make distributions; repurchase stock; create liens;
and enter into transactions with affiliates. As of
December 31, 2004, the Company is in compliance with all
terms and conditions of the notes. The notes were issued in an
offering not registered under the Securities Act of 1933. At the
time the Company issued the notes, the Company entered into a
registration rights agreement in which the Company agreed to
exchange the notes for new notes which have been registered
under the Securities Act of 1933. On November 8, 2004, the
SEC declared effective the Companys registration
statement. The exchange offer was consummated on
December 15, 2004.
The fair value of the Companys long-term debt is based on
the quoted market prices for the same or similar issues or on
the current rates offered to us for debt of the same remaining
maturities. As such, the estimated fair value of long-term debt
outstanding is approximately $375 million as of
December 31, 2004.
The Company recorded approximately $18.5 million of
interest expense on the notes payable for the year ended
December 31, 2004 which is included in Interest
expense in the Consolidated Statements of Earnings for the
year then ended.
b. In January 2004, American Casino closed on its offering
of senior secured notes due 2012. The notes, in the aggregate
principal amount of $215 million, bear interest at the rate
of 7.85% per annum. The notes have a fixed annual interest
rate of 7.85% per annum, which will be paid every six
months on February 1 and August 1, commencing
August 1, 2004. The notes will mature on February 1,
2012. The proceeds were held in escrow pending receipt of all
approvals necessary under gaming laws and certain other
conditions in
F-39
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
connection with the acquisition of Arizona Charlies
Decatur and Arizona Charlies Boulder. Upon satisfaction of
all closing conditions on May 26, 2004, the proceeds of the
offering were released from escrow. American Casino used the
proceeds of the offering for the acquisition of Arizona
Charlies Decatur and Boulder, to repay intercompany
indebtedness and for distributions to the Company. The notes are
recourse only to, and are secured by a lien on the assets of,
American Casino and certain of its subsidiaries. The notes
restrict the ability of American Casino and its restricted
subsidiaries, subject to certain exceptions, to: incur
additional debt; pay dividends and make distributions; make
certain investments; repurchase stock; create liens; enter into
transactions with affiliates; enter into sale and leaseback
transactions; merge or consolidate; and transfer, lease or sell
assets. As of December 31, 2004, American Casino is in
compliance with all terms and conditions of the notes. The notes
were issued in an offering not registered under the Securities
Act of 1933. At the time American Casino issued the notes, it
entered into a registration rights agreement in which it agreed
to exchange the notes for new notes which have been registered
under the Securities Act of 1933. On October 26, 2004, the
SEC declared effective American Casinos registration
statement. The exchange offer was consummated on
December 1, 2004.
The Company recorded approximately $15.6 million of
interest expense on the notes payable in the year ended
December 31, 2004 which is included in Interest
expense in the Consolidated Statements of Earnings.
A syndicate of lenders has provided to American Casino a
non-amortizing $20.0 million revolving credit facility. The
commitments are available to the Company in the form of
revolving loans, and include a letter of credit facility
(subject to $10.0 million sublimit). Loans made under the
senior secured revolving facility will mature and the
commitments under them will terminate on January 29, 2008.
There were no borrowings outstanding under the facility at
December 31, 2004.
Of the Companys cash and cash equivalents at
December 31, 2004, approximately $75.2 million in cash
is at American Casino which is subject to the restrictions of
its notes and the revolving credit facility.
The fair value of American Casinos long-term debt is based
on the quoted market prices for the same or similar issues or on
the current rates offered to us for debt of the same remaining
maturities. As such, the estimated fair value of long-term debt
outstanding is approximately $229.0 million as of
December 31, 2004.
c. On December 29, 2003, Operating LLC entered into a
Credit Agreement (the Credit Agreement) with certain
commercial lending institutions, including Mizuho Corporate
Bank, Ltd. as Administrative Agent and Bank of Texas, N.A. and
Bank of Nova Scotia as Co-Agents.
The Credit Agreement provides for a loan commitment amount of up
to $145 million and a letter of credit commitment of up to
$15 million (provided, the outstanding aggregate amount of
the unpaid borrowings, plus the aggregate undrawn face amount of
all outstanding letters of credit shall not exceed the borrowing
base under the Credit Agreement). The Credit Agreement provides
further that the amount available to NEG Holdings at any time is
subject to certain restrictions, covenants, conditions and
changes in the borrowing base calculation. In partial
consideration of the loan commitment amount, Operating LLC has
pledged a continuing security interest in all of its oil and
natural gas properties and its equipment, inventory, contracts,
fixtures and proceeds related to its oil and natural gas
business.
At Operating LLCs option, interest on borrowings under the
Credit Agreement bear interest at a rate based upon either the
prime rate or the LIBOR rate plus, in each case, an applicable
margin that, in the case of prime rate loans, can fluctuate from
0.75% to 1.50% per annum, and, in the case of LIBOR rate
loans, can fluctuate from 1.75% to 2.50% per annum.
Fluctuations in the applicable interest rate margins are based
upon Operating LLCs total usage of the amount of credit
available under the Credit Agreement, with the applicable
margins increasing as NEG Holdings total usage of the
amount of the credit available under the Credit Agreement
increases. The Credit Agreement expires on September 1,
2006. The interest rate was 4.0625% and 5.0% for the years ended
December 31, 2004 and 2003, respectively.
F-40
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At the closing of the Credit Agreement, Operating LLC borrowed
$43.8 million to repay $42.9 million owed by NEG
Holdings to Arnos under the secured loan arrangement, which was
then terminated and to pay administrative fees in connection
with this borrowing. NEG Holdings intends to use any future
borrowings under the Credit Agreement to finance potential
acquisitions. NEG Holdings has capitalized $1.4 million of
loan issuance costs in connection with the closing of this
transaction. These costs are amortized over the life of the loan
using the interest method.
Pursuant to the terms of the Pledge Agreement and Irrevocable
Proxy in favor of Bank of Texas, N.A. (the Pledge
Agreement), in order to secure the performance of the
obligations of NEG Holdings (1) each of NEG and AREP have
pledged their 50% membership interest in NEG Holdings (such
interests constituting 100% of the outstanding equity membership
interest of NEG Holdings); (2) NEG Holdings has pledged its
100% equity membership interest in Operating LLC; and
(3) Operating LLC has pledged its 100% equity membership
interest in its subsidiary, Shana National LLC (the membership
interests referred to in clauses (1), (2) and
(3) above are collectively referred to as the
Collateral). The Pledge Agreement also provides for
a continuing security interest in the Collateral and that Bank
of Texas, N.A. as the Collateral Agent is the duly appointed
attorney-in-fact of NEG Holdings. The Collateral Agent may take
all action deemed reasonably necessary for the maintenance,
preservation and protection of the Collateral and the security
interest therein until such time that all of NEG Holdings
obligations under the Credit Agreement are fulfilled, terminated
or otherwise expired. If under the Credit Agreement an event of
default shall have occurred and is continuing, the Collateral
Agent may enforce certain rights and remedies, including, but
not limited to the sale of the Collateral, the transfer of all
or part of the Collateral to the Collateral Agent or its nominee
and/or the execution of all endorsements.
As of December 31, 2004 and 2003, the outstanding balance
under the credit facility was $51.8 million and
$43.8 million, respectively.
d. Mortgages payable, all of which are nonrecourse to the
Company, are summarized as follows (in $000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, | |
|
|
|
|
Annual Principal and | |
|
| |
Range of Interest Rates |
|
Range of Maturities | |
|
Interest Payments | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
| |
5.630% - 8.25%
|
|
|
10/15/07 - 10/01/14 |
|
|
$ |
9,373 |
|
|
$ |
91,896 |
|
|
$ |
180,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current portion and mortgages on properties held for sale
|
|
|
|
|
|
|
|
|
|
|
(31,177 |
) |
|
|
(87,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
60,719 |
|
|
$ |
93,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the contractual future payments of
the mortgages in ($000s):
|
|
|
|
|
Year Ending December 31, |
|
Amount | |
|
|
| |
2005
|
|
$ |
4,759 |
|
2006
|
|
|
5,116 |
|
2007
|
|
|
11,428 |
|
2008
|
|
|
24,385 |
|
2009
|
|
|
7,211 |
|
2010 - 2014
|
|
|
38,997 |
|
|
|
|
|
|
|
$ |
91,896 |
|
|
|
|
|
F-41
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
1. See Note 6 for Mid-South Logistics financing in
October 2002.
2. On May 16, 2003, the Company executed a mortgage
note secured by a distribution facility located in Windsor
Locks, Connecticut and obtained funding in the principal amount
of $20 million. The loan bears interest at 5.63% per
annum and matures on June 1, 2013. Annual debt service is
approximately $1,382,000 based on a 30-year amortization
schedule.
3. See Note 6 for North Moore Condo financing in April
2004.
e. See Note 4.
f. In connection with TransTexas plan of
reorganization on September 1, 2003, (the Effective
Date), TransTexas as borrower, entered into the
Restructured Oil and Gas (O&G) Note with Thornwood, an
affiliate of Mr. Icahn, as lender. The Restructured O&G
Note is a term loan in the amount of $32.5 million and
bears interest at a rate of 10% per annum. Interest is
payable semi-annually commencing six months after the Effective
Date. Annual principal payments in the amount of
$5.0 million are due on the first through fourth
anniversary dates of the Effective Date with the final principal
payment of $12.5 million due on the fifth anniversary of
the Effective Date. The Restructured O&G Note was purchased
by the Company in December 2004 and is eliminated in
consolidation.
g. During fiscal year 2002, Fresca, LLC, which was acquired
by American Casino in May 2004, entered into an unsecured line
of credit in the amount of $25.0 million with Starfire
Holding Corporation (Starfire), an affiliate of
Mr. Icahn. The outstanding balance, including accrued
interest, was due and payable on January 2, 2007. As of
December 31, 2003, Fresca, LLC had $25.0 million
outstanding. The note bore interest on the unpaid principal
balance from January 2, 2002 until maturity at the rate per
annum equal to the prime rate, as established by Fleet Bank,
from time to time, plus 2.75%. Interest was payable
semi-annually in arrears on the first day of January and July,
and at maturity. The note was guaranteed by Mr. Icahn. The
note was repaid during May 2004. The interest rate at
December 31, 2003 was 6.75%. During the years ended
December 31, 2004, 2003 and 2002, Fresca, LLC paid
$0.7 million, $1.2 million and $0.4 million,
respectively.
h. At December 31, 2002, NEG had $10.9 million
outstanding under its existing $l00 million credit facility
with Arnos, an Icahn affiliate. Arnos continued to be the holder
of the credit facility; however, the $10.9 million note
outstanding under the credit facility was contributed to Holding
LLC as part of Gascons contribution to Holding LLC on
September 12, 2001. In December 2001, the maturity date of
the credit facility was extended to December 31, 2003 and
NEG was given a waiver of compliance with respect to any and all
covenant violations.
On March 26, 2003, NEG Holdings distributed the
$10.9 million note outstanding under NEGs revolving
credit facility as a priority distribution to NEG, thereby
canceling the note. Also, on March 26, 2003, NEG, Arnos and
Operating LLC entered into an agreement to assign the credit
facility to Operating LLC. Effective with this assignment, Arnos
amended the credit facility to increase the revolving commitment
to $150 million, increase the borrowing base to
$75.0 million and extend the revolving due date until
June 30, 2004. Concurrently, Arnos extended a
$42.8 million loan to Operating LLC under the amended
credit facility. Operating LLC then distributed
$42.8 million to NEG Holdings which, thereafter, made a
$40.5 million priority distribution and a $2.3 million
guaranteed payment to NEG. NEG utilized these funds to pay the
entire amount of the long-term interest payable on the Notes and
interest accrued thereon outstanding on March 27, 2003. The
Arnos facility was canceled on December 29, 2003 in
conjunction with a third party bank financing.
i. On September 24, 2001, Arizona Charlies,
Inc., the predecessor entity to Arizona Charlies, LLC,
which was acquired by American Casino in May 2004, refinanced
the remaining principal balance of $7.9 million on a prior
note payable to Arnos Corp., an affiliate of Mr. Icahn. The
note bore interest at the prime rate plus 1.50% (5.75% per
annum at December 31, 2002), with a maturity of June 2004,
and was
F-42
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
collateralized by all the assets of Arizona Charlies, Inc.
The note was repaid during November 2003. During the years ended
December 31, 2003 and 2002, Arizona Charlies, Inc.
paid interest expense of $0.1 million and
$0.4 million, respectively.
j. On February 7, 2005, AREP and AREF closed on their
offering of senior notes due 2013. The notes, in the aggregate
principal amount of $480 million, were priced at 100% of
principal amount. The notes have a fixed annual interest rate of
71/8%,
which will be paid every six months on February 15 and
August 15, commencing August 15, 2005. The notes will
mature on February 15, 2013. AREH is a guarantor of the
debt; however, no other subsidiaries guarantee payment on the
notes. Simultaneously, AREP loaned AREH $474 million from
the proceeds of the note offering. The loan is under the same
terms and conditions as AREPs 7.125% senior notes due
in 2013.
The notes restrict the ability of AREP and AREH, subject to
certain exceptions, to, among other things: incur additional
debt; pay dividends or make distributions; repurchase stock;
create liens; and enter into transactions with affiliates. The
notes were issued in an offering not registered under the
Securities Act of 1933. At the time AREP issued the notes, AREP
entered into a registration rights agreement in which it agreed
to exchange the notes for new notes which have been registered
under the Securities Act of 1933. If the registration statement
is not filed with the SEC by August 8, 2005 or if the
registration statement is not declared effective by the SEC on
or prior to December 5, 2005 or if AREP fails to consummate
an exchange offer in which we issue notes registered under the
Securities Act of 1933 in exchange for the privately issued
notes within 30 business days after December 5, 2005, then
AREP will pay, as liquidated damages, $.05 per week per
$1,000 principal amount for the first 90 day period
following such failure, increasing by an additional
$.05 per week of $1,000 principal amount for each
subsequent 90 day period, until all failures are cured. The
registration statement was filed with the SEC on June 21,
2005.
|
|
14. |
Other Income (Expense) |
Other Income (Expense) comprises the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Net gains on sales of marketable securities
|
|
$ |
40,159 |
|
|
$ |
1,653 |
|
|
$ |
8,712 |
|
Unrealized losses on securities sold short
|
|
|
(23,619 |
) |
|
|
|
|
|
|
|
|
Impairment of investment in GB Holdings, Inc.
|
|
|
(15,600 |
) |
|
|
|
|
|
|
|
|
Writedown of marketable equity and debt securities
|
|
|
|
|
|
|
(19,759 |
) |
|
|
(8,476 |
) |
Minority interest
|
|
|
2,074 |
|
|
|
2,721 |
|
|
|
(295 |
) |
Gain on sale or disposition of real estate
|
|
|
5,262 |
|
|
|
7,121 |
|
|
|
8,990 |
|
Other
|
|
|
6,740 |
|
|
|
(140 |
) |
|
|
(1,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,016 |
|
|
$ |
(8,404 |
) |
|
$ |
7,046 |
|
|
|
|
|
|
|
|
|
|
|
Pursuant to rights offerings consummated in 1995 and 1997,
Preferred Units were issued. The Preferred Units have certain
rights and designations, generally as follows. Each Preferred
Unit has a liquidation preference of $10.00 and entitles the
holder thereof to receive distributions thereon, payable solely
in additional Preferred Units, at the rate of $.50 per
Preferred Unit per annum (which is equal to a rate of 5% of the
liquidation preference thereof), payable annually on
March 31 of each year (each, a Payment Date).
On any Payment Date commencing with the Payment Date on
March 31, 2000, the Company, with the approval of the Audit
Committee of the Board of Directors of the General Partner, may
opt to redeem all, but
F-43
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
not less than all, of the Preferred Units for a price, payable
either in all cash or by issuance of additional Depositary
Units, equal to the liquidation preference of the Preferred
Units, plus any accrued by unpaid distributions thereon. On
March 31, 2010, the Company must redeem all, but not less
than all, of the Preferred Units on the same terms as any
optional redemption.
Pursuant to the terms of the Preferred Units, on
February 25, 2004, the Company declared its scheduled
annual preferred unit distribution payable in additional
Preferred Units at the rate of 5% of the liquidation preference
of $10 per unit. The distribution was payable
March 31, 2004 to holders of record as of March 12,
2004. A total of 489,657 additional Preferred Units were issued.
At December 31, 2004 and 2003, 10,286,264 and 9,796,607
Preferred Units are issued and outstanding, respectively. In
February 2004, the number of authorized Preferred LP units was
increased to 10,400,000.
Pursuant to the terms of the Preferred Units, on March 4,
2005, the Company declared its scheduled annual preferred unit
distribution payable in additional Preferred Units at the rate
of 5% of the liquidation preference of $10. The distribution is
payable on March 31, 2005 to holders of record as of
March 15, 2005. In addition, the Company increased the
number of authorized Preferred Units to 10,900,000.
On July 1, 2003, the Company adopted SFAS 150,
Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity.
SFAS No. 150 requires that a financial instrument,
which is an unconditional obligation, be classified as a
liability. Previous guidance required an entity to include in
equity financial instruments that the entity could redeem in
either cash or stock. Pursuant to SFAS No. 150 the
Companys Preferred Units, which are an unconditional
obligation, have been reclassified from Partners
equity to a liability account in the Consolidated Balance
Sheets and the preferred pay-in-kind distribution from
July 1, 2003 forward have been and will be recorded as
Interest expense in the Consolidated Statement of
Earnings.
The Company recorded $5.1 million and $2.4 million of
interest expense in the years ended December 31, 2004 and
2003, respectively, in connection with the Preferred LP units
distribution.
|
|
16. |
Earnings per Limited Partnership Unit |
Basic earnings per LP unit are based on earnings which are
attributable to limited partners. Net earnings available for
limited partners are divided by the weighted average number of
limited partnership units outstanding. Diluted earnings per LP
unit are based on earnings before the preferred pay-in-kind
distribution as the numerator with the denominator based on the
weighted average number of units and equivalent units
outstanding. The Preferred Units are considered to be equivalent
units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s except unit and per unit data) | |
Attributable to Limited Partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income from continuing operations
|
|
$ |
51,325 |
|
|
$ |
39,105 |
|
|
$ |
52,640 |
|
Add Preferred LP Unit distribution
|
|
|
4,981 |
|
|
|
4,792 |
|
|
|
4,610 |
|
|
|
|
|
|
|
|
|
|
|
Income before discontinued operations
|
|
|
56,306 |
|
|
|
43,897 |
|
|
|
57,250 |
|
Income from discontinued operations
|
|
|
79,525 |
|
|
|
9,578 |
|
|
|
5,918 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings
|
|
$ |
135,831 |
|
|
$ |
53,475 |
|
|
$ |
63,168 |
|
|
|
|
|
|
|
|
|
|
|
F-44
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s except unit and per unit data) | |
Weighted average limited partnership units outstanding
|
|
|
46,098,284 |
|
|
|
46,098,284 |
|
|
|
46,098,284 |
|
Dilutive effect of redemption of Preferred LP Units
|
|
|
5,444,028 |
|
|
|
8,391,659 |
|
|
|
10,368,414 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average limited partnership units and equivalent
partnership units outstanding
|
|
|
51,542,312 |
|
|
|
54,489,943 |
|
|
|
56,466,698 |
|
Basic earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
1.11 |
|
|
$ |
0.85 |
|
|
$ |
1.14 |
|
|
Income from discontinued operations
|
|
|
1.73 |
|
|
|
0.21 |
|
|
|
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per LP unit
|
|
$ |
2.84 |
|
|
$ |
1.06 |
|
|
$ |
1.27 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
1.09 |
|
|
$ |
0.81 |
|
|
$ |
1.01 |
|
|
Income from discontinued operations
|
|
|
1.54 |
|
|
|
0.17 |
|
|
|
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per LP unit
|
|
$ |
2.63 |
|
|
$ |
0.98 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) |
Includes adjustment for interest expense associated with
Preferred LP units distribution (See Note 15). |
|
|
17. |
Asset Retirement Obligations |
The Companys asset retirement obligation represents
expected future costs to plug and abandon its wells, dismantle
facilities, and reclamate sites at the end of the related
assets useful lives.
As of December 31, 2004 and 2003, the Company had
$23.5 million and zero, respectively, held in various
escrow accounts relating to the asset retirement obligations for
certain offshore properties, which is included in other
non-current assets in the consolidated balance sheet. The
following table summarizes changes in the Companys asset
retirement obligations during the years ended December 31,
2004 and 2003 (In $000s):
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Beginning of year
|
|
$ |
6,745 |
|
|
$ |
3,034 |
|
Add: Accretion
|
|
|
593 |
|
|
|
339 |
|
|
Drilling additions
|
|
|
216 |
|
|
|
90 |
|
|
TransTexas
|
|
|
|
|
|
|
3,375 |
|
|
Panaco
|
|
|
49,538 |
|
|
|
|
|
|
Revisions
|
|
|
(251 |
) |
|
|
15 |
|
Less: Settlements
|
|
|
(24 |
) |
|
|
(57 |
) |
|
Dispositions
|
|
|
(293 |
) |
|
|
(51 |
) |
|
|
|
|
|
|
|
End of year
|
|
$ |
56,524 |
|
|
$ |
6,745 |
|
|
|
|
|
|
|
|
F-45
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
18. |
Oil and Gas Derivatives |
The following is a summary of the Companys commodity price
collar agreements as of December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Contract |
|
Production Month | |
|
Volume per Month | |
|
Floor | |
|
Ceiling | |
|
|
| |
|
| |
|
| |
|
| |
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
40,000 Bbls |
|
|
$ |
42.50 |
|
|
$ |
46.00 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
25,000 Bbls |
|
|
$ |
43.60 |
|
|
$ |
45.80 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
150,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
8.35 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
400,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
8.35 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
300,000 MMBTU |
|
|
$ |
3.25 |
|
|
$ |
4.60 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
300,000 MMBTU |
|
|
$ |
4.75 |
|
|
$ |
5.45 |
|
No cost collars
|
|
|
Jan - Dec 2005 |
|
|
|
250,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
8.70 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
16,000 Bbls |
|
|
$ |
41.75 |
|
|
$ |
45.40 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
120,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
7.28 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
500,000 MMBTU |
|
|
$ |
4.50 |
|
|
$ |
5.00 |
|
Subsequent to December 31, 2004, the Company entered into
the following commodity price collar agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Contract |
|
Production Month | |
|
Volume per Month | |
|
Floor | |
|
Ceiling | |
|
|
| |
|
| |
|
| |
|
| |
No cost collars
|
|
|
March - Dec 2005 |
|
|
|
14,000 Bbls |
|
|
$ |
44.50 |
|
|
$ |
48.00 |
|
No cost collars
|
|
|
March - Dec 2005 |
|
|
|
250,000 MMBTU |
|
|
$ |
6.05 |
|
|
$ |
7.30 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
31,000 Bbls |
|
|
$ |
41.65 |
|
|
$ |
45.25 |
|
No cost collars
|
|
|
Jan - Dec 2006 |
|
|
|
540,000 MMBTU |
|
|
$ |
6.00 |
|
|
$ |
7.25 |
|
The Company records derivatives contracts as assets or
liabilities in the balance sheet at fair value. As of
December 31, 2004 and 2003, these derivatives were recorded
as a liability of $16.7 million (including a current
liability of $8.9 million) and $6.6 million,
respectively. The long-term portion is included in other
non-current liabilities. The Company has elected not to
designate any of these instruments as hedges for accounting
purposes and, accordingly, both realized and unrealized gains
and losses are included in oil and gas revenues. The
Companys realized and unrealized losses on its derivatives
contracts for the periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Realized loss (net cash payments)
|
|
$ |
(16,625 |
) |
|
$ |
(8,309 |
) |
|
$ |
(1,244 |
) |
|
Unrealized loss
|
|
|
(9,179 |
) |
|
|
(2,614 |
) |
|
|
(3,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(25,804 |
) |
|
$ |
(10,923 |
) |
|
$ |
(4,852 |
) |
|
|
|
|
|
|
|
|
|
|
For derivatives contracts in loss positions, the Company is
required to provide collateral to Shell Trading (US) in the
form of margin deposits or a letter of credit from a financial
institution. As of December 31, 2003, the Company had
$1.7 million on deposit with Shell Trading (US), which is
included in Other current assets on the balance sheet. As of
December 31, 2004, the Company had issued a letter of
credit in the amount of approximately $11.0 million
securing the Companys derivatives positions.
F-46
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Prior to the second quarter of 2005, the Company had reported
six operating segments. The six operating segments consisted of:
(1) hotel and casino operating properties,
(2) property development, (3) rental real estate,
(4) hotel and resort operating properties,
(5) investment in oil and gas operating properties and
(6) investments in securities, including investments in
other limited partnerships and marketable equity and debt
securities.
In connection with recent acquisition activity and the
Companys increasing focus on its operating activities, the
Company has eliminated investments in securities as
an operating and reportable segment. Accordingly, the Company
has reclassified investment income from revenue to other income.
As a result of the above change, the Company operates in the
following segments: (1) gaming (formerly called hotel
and casino operating properties); (2) oil and gas;
(3) property development; (4) rental real estate and
(5) resort operating activities (formerly hotel and
resort operating properties). The Companys three
real estate related operating segments are all individually
immaterial and have been combined for purposes of the
accompanying consolidated balance sheet and statement of
earnings.
The accounting policies of the segments are the same as those
described in Note 2.
The Company assesses and measures segment operating results
based on segment earnings from operations as disclosed below.
Segment earnings from operations are not necessarily indicative
of cash available to fund cash requirements nor synonymous with
cash flow from operations.
F-47
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The revenues, net earnings, assets and capital expenditures for
each of the reportable segments are summarized as follows for
the years ended December 31, 2004, 2003 and 2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming
|
|
$ |
470,836 |
|
|
$ |
430,369 |
|
|
$ |
439,912 |
|
|
|
Oil and gas
|
|
|
137,988 |
|
|
|
99,909 |
|
|
|
36,733 |
|
|
|
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property development
|
|
|
26,591 |
|
|
|
13,265 |
|
|
|
76,024 |
|
|
|
|
Rental real estate
|
|
|
18,894 |
|
|
|
21,170 |
|
|
|
23,011 |
|
|
|
|
Resort operations
|
|
|
16,210 |
|
|
|
12,376 |
|
|
|
12,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
670,519 |
|
|
$ |
577,089 |
|
|
$ |
588,601 |
|
|
|
|
|
|
|
|
|
|
|
Net segment operating income earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming
|
|
$ |
51,235 |
|
|
$ |
22,802 |
|
|
$ |
16,652 |
|
|
|
Oil and gas
|
|
|
33,053 |
|
|
|
30,340 |
|
|
|
4,369 |
|
|
|
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property development
|
|
|
8,105 |
|
|
|
4,136 |
|
|
|
21,384 |
|
|
|
|
Rental real estate
|
|
|
8,161 |
|
|
|
12,965 |
|
|
|
12,463 |
|
|
|
|
Resort operations
|
|
|
491 |
|
|
|
796 |
|
|
|
(136 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total segment earnings
|
|
|
101,045 |
|
|
|
71,039 |
|
|
|
54,732 |
|
Holding company costs(i)
|
|
|
(8,193 |
) |
|
|
(4,720 |
) |
|
|
(4,433 |
) |
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
|
92,852 |
|
|
|
66,319 |
|
|
|
50,299 |
|
Interest expense
|
|
|
(62,183 |
) |
|
|
(38,865 |
) |
|
|
(37,204 |
) |
Interest income
|
|
|
45,241 |
|
|
|
23,806 |
|
|
|
33,427 |
|
Other income (expense)
|
|
|
15,016 |
|
|
|
(8,404 |
) |
|
|
7,046 |
|
Income tax (expense) benefit
|
|
|
(18,312 |
) |
|
|
15,792 |
|
|
|
(10,880 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
72,614 |
|
|
$ |
58,648 |
|
|
$ |
42,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) |
Holding company costs include general and administrative
expenses and acquisition costs at the holding company. Selling,
general and administrative expenses of the segments are included
in their respective operating expenses in the accompanying
consolidated statements of earnings. |
F-48
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(ii)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In $000s) | |
Depreciation, depletion and amortization (D, D&A) by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas
|
|
$ |
60,123 |
|
|
$ |
39,455 |
|
|
$ |
15,509 |
|
|
Gaming
|
|
|
38,414 |
|
|
|
34,345 |
|
|
|
33,501 |
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate
|
|
|
2,432 |
|
|
|
1,572 |
|
|
|
1,018 |
|
|
|
Resort operating properties
|
|
|
2,989 |
|
|
|
2,807 |
|
|
|
2,520 |
|
|
|
|
|
|
|
|
|
|
|
D, D&A in operating expenses
|
|
|
103,958 |
|
|
|
78,179 |
|
|
|
52,548 |
|
|
|
Amortization in interest expense
|
|
|
803 |
|
|
|
222 |
|
|
|
141 |
|
|
|
|
|
|
|
|
|
|
|
Total D, D&A
|
|
$ |
104,761 |
|
|
$ |
78,401 |
|
|
$ |
52,689 |
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas
|
|
$ |
527,384 |
|
|
$ |
354,821 |
|
|
$ |
169,657 |
|
|
Gaming
|
|
|
445,400 |
|
|
|
468,116 |
|
|
|
460,397 |
|
|
Real estate
|
|
|
291,068 |
|
|
|
293,046 |
|
|
|
444,161 |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
1,263,852 |
|
|
|
1,115,983 |
|
|
|
1,074,215 |
|
|
|
Reconciling items
|
|
|
1,597,301 |
|
|
|
1,040,909 |
|
|
|
927,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,861,153 |
|
|
$ |
2,156,892 |
|
|
$ |
2,002,193 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate
|
|
$ |
14,583 |
|
|
$ |
|
|
|
$ |
18,226 |
|
|
Oil and gas operating properties
|
|
|
|
|
|
|
|
|
|
|
48,300 |
|
|
Land and construction-in-progress
|
|
|
61,845 |
|
|
|
|
|
|
|
|
|
|
Hotel and casino operating properties
|
|
|
125,900 |
|
|
|
|
|
|
|
|
|
|
Hotel and resort operating properties
|
|
|
16,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
218,791 |
|
|
$ |
|
|
|
$ |
66,526 |
|
|
|
|
|
|
|
|
|
|
|
Developments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental real estate
|
|
$ |
18 |
|
|
$ |
413 |
|
|
$ |
181 |
|
|
Oil and gas operating properties
|
|
|
115,262 |
|
|
|
36,817 |
|
|
|
21,066 |
|
|
Land and construction-in-progress
|
|
|
17,947 |
|
|
|
|
|
|
|
1,138 |
|
|
Hotel and casino operating properties
|
|
|
30,967 |
|
|
|
44,669 |
|
|
|
33,191 |
|
|
Hotel and resort operating properties
|
|
|
2,614 |
|
|
|
1,067 |
|
|
|
2,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
166,808 |
|
|
$ |
82,966 |
|
|
$ |
58,158 |
|
|
|
|
|
|
|
|
|
|
|
F-49
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
20. |
Income Taxes (In $000s) |
(i) The Companys corporate subsidiaries recorded the
following income tax (expense) benefit attributable to
continuing operations for its taxable subsidiaries for the years
ended December 31, (in $000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Current
|
|
$ |
(4,015 |
) |
|
$ |
(6,464 |
) |
|
$ |
(1,095 |
) |
Deferred
|
|
|
(14,297 |
) |
|
|
22,256 |
|
|
|
(9,785 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(18,312 |
) |
|
$ |
15,792 |
|
|
$ |
(10,880 |
) |
|
|
|
|
|
|
|
|
|
|
(ii) The tax effect of significant differences representing
net deferred tax assets (the difference between financial
statement carrying values and the tax basis of assets and
liabilities) for the Company is as follows at December 31,
(in $000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
$ |
16,871 |
|
|
$ |
36,627 |
|
|
Net operating loss carryforwards
|
|
|
90,490 |
|
|
|
69,001 |
|
|
Investment in NEG Holdings
|
|
|
5,333 |
|
|
|
18,845 |
|
|
Other
|
|
|
36,940 |
|
|
|
27,334 |
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
149,634 |
|
|
|
151,807 |
|
|
Valuation allowance
|
|
|
(88,590 |
) |
|
|
(83,380 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$ |
61,044 |
|
|
$ |
68,427 |
|
|
|
Less: Current portion
|
|
|
(4,628 |
) |
|
|
(2,982 |
) |
|
|
|
|
|
|
|
|
|
Deferred tax asset Non-current portion
|
|
$ |
56,416 |
|
|
$ |
65,445 |
|
|
|
|
|
|
|
|
A reconciliation of the effective tax rate on continuing
operations as shown in the consolidated statement of earnings to
the federal statutory rate is as follows:
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Federal statutory rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Tax deduction not given book benefit
|
|
|
(1.3 |
) |
|
|
8.0 |
|
|
|
|
|
Valuation allowance
|
|
|
2.0 |
|
|
|
(56.2 |
) |
|
|
6.6 |
|
Income not subject to taxation
|
|
|
(18.2 |
) |
|
|
(21.0 |
) |
|
|
(20.1 |
) |
Other
|
|
|
(1.0 |
) |
|
|
(2.6 |
) |
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
20.1 |
% |
|
|
(36.8 |
)% |
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
|
There is no tax provision on the income from discontinued
operations as such amounts are earned by a partnership.
F-50
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2004 and 2003, American Casino had net
operating loss carryforwards available for federal income tax
purposes of approximately $16.0 million and
$28.5 million, respectively, which begin expiring in 2020.
SFAS 109 requires a more likely than not
criterion be applied when evaluating the realizability of a
deferred tax asset. As of December 31, 2002, given
Stratospheres history of losses for income tax purposes,
the volatility of the industry within which Stratosphere
operates, and certain other factors, Stratosphere had
established a valuation allowance for the deductible temporary
differences, including the excess of the tax basis of
Stratospheres assets over the basis of such assets for
financial purposes. However, at December 31, 2003, based on
various factors including the current earnings trend and future
taxable income projections, Stratosphere determined that it was
more likely than not that the deferred tax assets will be
realized and removed the valuation allowance. In accordance with
SFAS 109, the tax benefit of any deferred tax asset that
existed on the effective date of a reorganization should be
reported as a direct addition to contributed capital.
Stratosphere has deferred tax assets relating to both before and
after Stratosphere emerged from bankruptcy in September of 1998.
The net decrease in the valuation allowance was
$79.3 million, of which a net amount of $47.5 million
was credited to equity in the year ended December 31, 2003.
Additionally, American Casinos acquisition of
Charlies Holding LLC in May 2004 resulted in a net
increase in the tax basis of assets in excess of book basis. As
a result, the Company recognized an additional deferred tax
asset of approximately $2.5 million from the transaction.
Pursuant to SFAS 109, the benefit of the deferred tax asset
from this transaction is credited directly to equity.
At December 31, 2004 and December 31, 2003, NEG had
net operating loss carryforwards available for federal income
tax purposes of approximately $75.9 million and
$58.0 million, respectively, which begin expiring in 2009.
Net operating loss limitations may be imposed as a result of
subsequent changes in stock ownership of NEG. Prior to the
formation of NEG Holdings, the income tax benefit associated
with the loss carryforwards had not been recognized since, in
the opinion of management, there was not sufficient positive
evidence of future taxable income to justify recognition of a
benefit. Upon the formation of NEG Holdings, management again
evaluated all evidence, both positive and negative, in
determining whether a valuation allowance to reduce the carrying
value of deferred tax assets was still needed and concluded,
based on the projected allocations of taxable income by NEG
Holdings, NEG more likely than not will realize a partial
benefit from the loss carryforwards. In accordance with
SFAS 109, NEG recorded a deferred tax asset of
$25.5 million as of December 31, 2002,
$25.9 million as of December 31, 2003, and
$19.3 million as of December 31, 2004. Ultimate
realization of the deferred tax asset is dependent upon, among
other factors, NEGs ability to generate sufficient taxable
income within the carryforward periods and is subject to change
depending on the tax laws in effect in the years in which the
carryforwards are used. As a result of the
F-51
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
recognition of expected future income tax benefits, subsequent
periods will reflect a full effective tax rate provision.
At December 31, 2004, TransTexas had net operating loss
carryforwards available for federal income tax purposes of
approximately $61.2 million, which begin expiring in 2020.
Utilization of the net operating loss carryforwards is subject
to an annual limitation of approximately $2.2 million due
to a change in control of ownership (as defined in the Internal
Revenue Code). Any unused limitation amount in a given year may
be carried forward and utilized in subsequent years. On
April 6, 2005, pursuant to the TransTexas purchase
agreement, TransTexas merged into a limited partnership. The
transaction resulted in the net operating loss carryforwards
remaining with the former parent company, and, in accordance
with SFAS 109, the net deferred tax liabilities of
approximately $6.7 million were credited to equity.
In 2003, TransTexas reported a gain in the amount of
approximately $213 million resulting from the cancellation
of indebtedness that occurred from the bankruptcy discharge on
the Effective Date. Pursuant to Section 108 of the Internal
Revenue Code, this gain is excluded from income taxation and
certain tax attributes of TransTexas are eliminated or reduced,
up to the amount of such income excluded from taxation. As a
result, the TransTexas net operating loss carryforward was
reduced by $213 million.
At December 31, 2004, Panaco had net operating loss
carryforwards available for federal income tax purposes of
approximately $42.6 million, which begin expiring in 2019.
On June 30, 2005, pursuant to the Panaco purchase
agreement, Panaco merged into a limited partnership owned by
AREP in exchange for AREP partnership units. The purchase was a
nontaxable transaction resulting in the net operating loss
carryforwards remaining with the Panaco shareholders.
Additionally, in accordance with SFAS 109, the net deferred
tax assets of approximately $2.6 million were debited to
equity.
At December 31, 2004, GBH had net operating loss
carryforwards available for federal income tax purposes of
approximately $59.0 million, which begin expiring in 2022.
The Company also had New Jersey net operating loss carryforwards
totaling approximately $20.2 million as of
December 31, 2004. Additionally, GBH had general business
credit carryforwards of approximately $1.1 million which
expire in 2005 through 2024, and New Jersey alternative minimum
assessment (AMA) credit carryforwards of approximately
$2.2 million, which can be carried forward indefinitely.
|
|
21. |
Commitments and Contingencies |
a. In January 2002, the Cape Cod Commission, (the
Commission), a Massachusetts regional planning body
created in 1989, concluded that AREPs New Seabury
development is within its jurisdiction for review and approval
(the Administrative Decision). It is the
Companys position that the proposed residential,
commercial and recreational development is in substantial
compliance with a special permit issued for the property in 1964
and is therefore exempt from the Commissions jurisdiction
and that the Commission is barred from exercising jurisdiction
pursuant to a 1993 settlement agreement between the Commission
and a prior owner of the New Seabury property (the
Settlement Agreement).
In February 2002, New Seabury Properties L.L.C. (New
Seabury), an AREP subsidiary and owner of the property,
filed in Barnstable County Massachusetts Superior Court, a civil
complaint appealing the Administrative Decision by the
Commission, and a separate civil complaint to find the
Commission in contempt of the Settlement Agreement. The Court
subsequently consolidated the two complaints into one
proceeding. In July 2003, New Seabury and the Commission filed
cross motions for summary judgment.
Also, in July 2003, in accordance with a Court ruling, the
Commission reconsidered the question of its jurisdiction over
the initial development proposal and over a modified development
proposal that New Seabury filed in March 2003. The Commission
concluded that both proposals are within its jurisdiction (the
Second Administrative Decision). In August 2003, New Seabury
filed in Barnstable County Massachusetts
F-52
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Superior Court another civil complaint appealing the
Commissions second decision and petitioning the court to
find the Commission in contempt of the settlement agreement.
In November 2003, the Court ruled in New Seaburys favor on
its July 2003 motion for partial summary judgment, finding that
the special permit remains valid and that the modified
development proposal is in substantial compliance with the
Special Permit and therefore exempt from the Commissions
jurisdiction; the Court did not yet rule on the initial proposal
to build 675 residential/hotel units and 80,000 square feet
of commercial space. Under the modified development proposal New
Seabury could potentially develop up to 278 residential units
and 145,000 square feet of commercial space. In February
2004, the court consolidated the three complaints into one
proceeding. In March 2004, New Seabury and the Commission each
moved for Summary Judgment to dispose of remaining claims under
all three complaints and to obtain a final judgment from the
Court. The Court heard arguments in June 2004 and took matters
under advisement. The Commission and New Seabury filed a joint
motion to delay, until May 6, 2005, any ruling by the court
on New Seaburys pending motion for summary judgment and
the Commissions pending cross-motion for summary judgment.
On May 12, 2005 the Cape Cod Commission voted in favor of
the settlement agreement resolving the litigation that has been
pending since January 2002 between the Commission and New
Seabury. The May 12th agreement between New Seabury
and the Commission resolves all outstanding litigation issues,
defines the limits of New Seaburys exempt development
projects and establishes development performance
standards to preserve the quality of environmental
resource areas. Under these guidelines, the agreement will allow
New Seabury to develop an additional 450 residences,
recreational amenities and commercial space within New Seabury.
New Seabury began the first phase of its development plans
during the summer of 2005.
b. Environmental Matters
Oil and gas operations and properties are subject to extensive
federal, state, and local laws and regulations relating to the
generation, storage, handling, emission, transportation, and
discharge of materials into the environment. Permits are
required for various operations, and these permits are subject
to revocation, modification, and renewal by issuing authorities.
The Company is also subject to federal, state, and local laws
and regulations that impose liability for the cleanup or
remediation of property which has been contaminated by the
discharge or release of hazardous materials or wastes into the
environment. Governmental authorities have the power to enforce
compliance with their regulations, and violations are subject to
fines or injunctions, or both. The Company believes that it is
in material compliance with applicable environmental laws and
regulations. Noncompliance with such laws and regulations could
give rise to compliance costs and administrative penalties. It
is not anticipated that the Company will be required in the near
future to expend amounts that are material to the financial
condition or operations of the Company by reason of
environmental laws and regulations, but because such laws and
regulations are frequently changed and, as a result, may impose
increasingly strict requirements, the Company is unable to
predict the ultimate cost of complying with such laws and
regulations.
c. The General Partner monitors all tenant bankruptcies and
defaults and may, when it deems it necessary or appropriate,
establish additional reserves for such contingencies.
d. In addition, in the ordinary course of business, the
Company, its subsidiaries and other companies in which the
Company has invested are parties to various legal actions. In
managements opinion, the ultimate outcome of such legal
actions will not have a material effect on the Companys
consolidated financial statements taken as a whole.
F-53
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
f. Future minimum lease payments under operating leases and
capital leases with initial or remaining terms of one or more
years consist of the following at December 31, 2004 (in
$000s):
|
|
|
|
|
|
|
|
|
|
|
Operating Leases | |
|
Capital Leases | |
|
|
| |
|
| |
2005
|
|
$ |
1,967 |
|
|
$ |
946 |
|
2006
|
|
|
1,998 |
|
|
|
946 |
|
2007
|
|
|
1,998 |
|
|
|
848 |
|
2008
|
|
|
1,998 |
|
|
|
660 |
|
2009
|
|
|
1,998 |
|
|
|
963 |
|
Thereafter
|
|
|
6,434 |
|
|
|
7,403 |
|
|
|
|
|
|
|
|
Total Minimum Lease Payments
|
|
$ |
16,393 |
|
|
$ |
11,766 |
|
|
|
|
|
|
|
|
Less imputed interest costs
|
|
|
|
|
|
|
7,338 |
|
|
|
|
|
|
|
|
Present value of Net Minimum Capital Lease Payments
|
|
|
|
|
|
$ |
4,428 |
|
|
|
|
|
|
|
|
|
|
22. |
Employee Benefit Plans |
a. Employees of the Company who are members of various
unions are covered by union-sponsored, collectively bargained,
multi-employer health and welfare and defined benefit pension
plans. The Company recorded expenses for such plans of
approximately $13,700,000, $13,000,000 and $12,300,000 for the
years ended December 31, 2004, 2003 and 2002, respectively.
The Company does not have information from the plans
sponsors with respect to the adequacy of the plans funding
status.
b. The Company has retirement savings plans under
Section 401 (k) of the Internal Revenue Code covering
its non-union employees. The plans allow employees to defer,
within prescribed limits, a portion of their income on a pre-tax
basis through contributions to the plans. The Company currently
matches based upon certain criteria, including levels of
participation by their employees. The Company recorded charges
for matching contributions of approximately $1,235,000,
$1,120,000 and $1,556,000 for the years ended December 31,
2004, 2003 and 2002, respectively.
|
|
23. |
Fair Value of Financial Instruments |
The carrying amount of cash and cash equivalents, receivables,
investment in debt securities of affiliates and accounts
payable, accrued expenses and other liabilities and the
Preferred Limited Partnership Units Liability are carried at
cost, which approximates their fair value.
The Company sells crude oil and natural gas to various
customers. In addition, the Company participates with other
parties in the operation of crude oil and natural gas wells.
Substantially all of the Companys accounts receivable are
due from either purchasers of crude oil and natural gas or
participants in crude oil and natural gas wells for which the
Company serves as the operator. Generally, operators of crude
oil and natural gas properties have the right to offset future
revenues against unpaid charges related to operated wells. Crude
oil and natural gas sales are generally unsecured.
The fair values of the mortgages and notes receivable past due,
in process of foreclosure, or for which foreclosure proceedings
are pending, are based on the discounted cash flows of the
underlying lease. The fair values of the mortgages and notes
receivable satisfied after year end are based on the amount of
the net proceeds received.
F-54
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The fair values of the mortgages and notes receivable which are
current are based on the discounted cash flows of their
respective payment streams.
The approximate estimate fair values of investments held as of
December 31, 2004 and 2003 and summarized as follows (in
$000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 | |
|
At December 31, 2003 | |
|
|
| |
|
| |
|
|
Net | |
|
Estimated | |
|
Net | |
|
Estimated | |
|
|
Investment | |
|
Fair Value | |
|
Investment | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Total
|
|
$ |
245,948 |
|
|
$ |
248,900 |
|
|
$ |
50,328 |
|
|
$ |
55,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net investment as of December 31, 2004 and 2003 is
equal to the carrying amount of the mortgage receivable less any
deferred income recorded.
Mortgages Payable
The approximate estimated fair values of the mortgages payable
as of December 31, 2004 and 2003 are summarized as follows
(in $000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 | |
|
At December 31, 2003 | |
|
|
| |
|
| |
|
|
Carrying | |
|
Estimated | |
|
Carrying | |
|
Estimated | |
|
|
Value | |
|
Fair Value | |
|
Value | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Total
|
|
$ |
91,896 |
|
|
$ |
93,900 |
|
|
$ |
180,989 |
|
|
$ |
185,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The approximate estimated fair values of the GBH notes as of
December 31, 2004 and 2003 are summarized as follows (in
$000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 | |
|
At December 31, 2003 | |
|
|
| |
|
| |
|
|
Carrying | |
|
Estimated | |
|
Carrying | |
|
Estimated | |
|
|
Value | |
|
Fair Value | |
|
Value | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Total
|
|
$ |
43,741 |
|
|
$ |
35,430 |
|
|
$ |
83,100 |
|
|
$ |
69,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlantic Holding Notes
|
|
$ |
2,335 |
|
|
$ |
2,271 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24. |
Repurchase of Depositary Units |
The Company has previously been authorized to repurchase up to
1,250,000 Depositary Units. As of December 31, 2004, the
Company has purchased 1,137,200 Depositary Units at an aggregate
cost of approximately $11,921,000.
a. Options
On June 29, 2005, the Company granted 700,000 nonqualified
unit options (the Options) to its Chief Executive
Officer (the CEO). The option agreement permits the
CEO to purchase up to 700,000 Depositary Units of AREP at an
exercise price of $35 per unit. The Options vest at a rate
of 100,000 units on each of the first seven anniversaries
of the date of grant. The Options expire as to 600,000 of the
vested units on the seventh anniversary of the date of grant.
The Options for the remaining 100,000 vested units expire on the
eighth anniversary of the date of the grant. The fair value of
the Options on the grant date was $6.8 million and was
estimated using the Black-Scholes option-pricing model.
b. Offer to Acquire Remaining Shares in NEG
F-55
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On July 8, 2005, the Company made a proposal to NEG
regarding a transaction pursuant to which the existing
shareholders, other than AREP Oil & Gas, would receive
$3.00 in case for each share of NEG common stock held by them.
In the event of such transaction, AREP and its subsidiaries
would own 100% of the NEG stock. In connection with the
proposal, NEGs Board of Directors formed a special board
committee chaired by one of its independent directors with full
authorization to review and enter into discussions with AREP
regarding the proposal. The special board committee retained an
independent financial advisor and legal counsel to assist in the
review process. By letter dated October 10, 2005, the
special board committee notified AREP and NEGs board of
directors that, based on a thorough review of the proposal by
the special board committee and its financial and legal
advisors, the proposal was inadequate from a financial point of
view to NEGs minority shareholders.
During the special board committees evaluation of the cash
proposal and related discussions with AREP, the special board
committee also explored an alternative proposal whereby
NEGs minority shareholders might receive an aggregate 2%
equity interest in a new equity to be formed for the purpose of
owning all or a portion of the assets of NEG Holdings and
certain other oil and gas companies. The special board
committees letter indicated that the committee had
determined that such alternative proposal was also inadequate
from a financial point of view to NEGs minority
shareholders. The special board committees letter also
indicated that the committee was willing to consider any amended
proposal that AREP might submit. To date, the Company has not
submitted any amended or new proposal and there can be no
assurance that any amended or new proposal may be submitted by
the Company.
c. WestPoint Stevens Acquisition
On August 8, 2005, WestPoint International, Inc.
(WestPoint International), an indirect subsidiary of
AREP, completed the acquisition of substantially all of the
assets of WestPoint Stevens, Inc. (WestPoint). The
acquisition was completed pursuant to an agreement dated
June 23, 2005, which was approved by the
U.S. Bankruptcy Court on June 30, 2005. WestPoint is
engaged in the business of manufacturing, marketing and
distributing bed and bath home fashion products.
The terms of the agreement provide for the issuance of stock in
WestPoint International, that will own, indirectly, all of the
assets of WestPoint. The holders of the first lien debt of
WestPoint will receive 35% of the common stock of WestPoint
International. As the holder of 40% of the first lien debt, the
Company will acquire approximately 14% of the common stock of
WestPoint International. The Company paid approximately
$206 million for the first and second lien debt of
WestPoint that it previously owned. The holders of first and
second lien debt will receive rights to subscribe to
approximately 47% of the common stock of WestPoint International.
The Company has committed to invest $187 million and up to
an additional $125 million, depending on whether holders of
subscription rights exercise their rights. Depending on the
exercise of rights, the Companys ownership of WestPoint
International common stock could range from approximately 50.4%
to 79.0% of the common stock.
On November 16, 2005, the United States District Court
remanded the acquisition agreement to U.S. Bankruptcy Court
for further proceedings. Depending upon the outcome of the
proceedings the Companys share of WPIs common stock
could drop below 50%.
Based on the unaudited financial information, the revenues and
operating loss for WestPoint for the year ended
December 31, 2004 were $1,618.7 million and
$46.4 million, respectively.
d. GBH Bankruptcy
On September 29, 2005, GBH filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy
Code. GBH does not have the necessary capital to pay its
11% Notes that came due. As a result of the bankruptcy, the
Company has determined that it no longer controls GBH and has
deconsolidated
F-56
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
its investment during the third quarter of 2005. As a result of
GBHs bankruptcy, the Company recorded an impairment of
$52.4 million related to the write-off of the remaining
carrying amount of its investment ($6.7 million) and also
to reflect a dilution of its effective ownership percentage of
Atlantic Holdings, 32.3% of which had been owned through the
Companys ownership of GBH ($45.7 million).
e. Oil and Gas Acquisition
In October 2005, the Company executed a purchase and sale
agreement to acquire additional acreage near its existing
production properties in East Texas. This acquisition consists
of 3,500 acres with 17 producing wells and numerous
drilling opportunities. The purchase price was approximately
$85 million and the transaction closed on November 8,
2005.
F-57
AMERICAN REAL ESTATE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
26. |
Quarterly Financial Data (Unaudited) (In $000s, Except
per Unit Data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended(1) | |
|
|
| |
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
|
| |
|
| |
|
| |
|
| |
|
|
2004 | |
|
2003 | |
|
2004 | |
|
2003 | |
|
2004 | |
|
2003 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues
|
|
$ |
167,727 |
|
|
$ |
136,504 |
|
|
$ |
160,602 |
|
|
$ |
135,191 |
|
|
$ |
159,499 |
|
|
$ |
158,158 |
|
|
$ |
182,691 |
|
|
$ |
147,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
$ |
32,713 |
|
|
$ |
12,918 |
|
|
$ |
15,671 |
|
|
$ |
11,817 |
|
|
$ |
14,334 |
|
|
$ |
26,823 |
|
|
$ |
30,134 |
|
|
$ |
14,761 |
|
Interest expense
|
|
|
(11,165 |
) |
|
|
(5,849 |
) |
|
|
(14,829 |
) |
|
|
(6,450 |
) |
|
|
(18,659 |
) |
|
|
(14,430 |
) |
|
|
(17,530 |
) |
|
|
(12,136 |
) |
Interest and other income
|
|
|
6,640 |
|
|
|
4,909 |
|
|
|
9,894 |
|
|
|
4,126 |
|
|
|
18,464 |
|
|
|
4,606 |
|
|
|
10,243 |
|
|
|
10,165 |
|
Other income (expense), net
|
|
|
34,746 |
|
|
|
1,153 |
|
|
|
14,614 |
|
|
|
(18,101 |
) |
|
|
842 |
|
|
|
4,026 |
|
|
|
(35,186 |
) |
|
|
4,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income tax
|
|
|
62,934 |
|
|
|
13,131 |
|
|
|
25,350 |
|
|
|
(8,608 |
) |
|
|
14,981 |
|
|
|
21,025 |
|
|
|
(12,339 |
) |
|
|
17,308 |
|
Income tax (expense) benefit
|
|
|
(6,231 |
) |
|
|
(4,051 |
) |
|
|
(3,944 |
) |
|
|
(3,351 |
) |
|
|
(4,057 |
) |
|
|
(3,849 |
) |
|
|
(4,080 |
) |
|
|
27,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
56,703 |
|
|
|
9,080 |
|
|
|
21,406 |
|
|
|
(11,959 |
) |
|
|
10,924 |
|
|
|
17,176 |
|
|
|
(16,419 |
) |
|
|
44,351 |
|
Income from discontinued operations
|
|
|
9,790 |
|
|
|
1,689 |
|
|
|
49,766 |
|
|
|
3,507 |
|
|
|
10,322 |
|
|
|
2,902 |
|
|
|
11,262 |
|
|
|
1,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) before cumulative effect of accounting change
|
|
|
66,493 |
|
|
|
10,769 |
|
|
|
71,172 |
|
|
|
(8,452 |
) |
|
|
21,246 |
|
|
|
20,078 |
|
|
|
(5,157 |
) |
|
|
46,025 |
|
Cumulative effect of accounting change
|
|
|
|
|
|
|
1,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$ |
66,493 |
|
|
$ |
12,681 |
|
|
$ |
71,172 |
|
|
$ |
(8,452 |
) |
|
$ |
21,246 |
|
|
$ |
20,078 |
|
|
$ |
(5,157 |
) |
|
$ |
46,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per limited Partnership unit(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$ |
1.01 |
|
|
$ |
0.15 |
|
|
$ |
0.43 |
|
|
$ |
(0.21 |
) |
|
$ |
0.24 |
|
|
$ |
0.26 |
|
|
$ |
(0.57 |
) |
|
$ |
0.63 |
|
Income from discontinued operations
|
|
|
0.21 |
|
|
|
0.05 |
|
|
|
1.06 |
|
|
|
0.08 |
|
|
|
0.22 |
|
|
|
0.06 |
|
|
|
0.24 |
|
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per LP unit
|
|
$ |
1.22 |
|
|
$ |
0.20 |
|
|
$ |
1.49 |
|
|
$ |
(0.13 |
) |
|
$ |
0.46 |
|
|
$ |
0.32 |
|
|
$ |
(0.33 |
) |
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$ |
0.92 |
|
|
$ |
0.15 |
|
|
$ |
0.40 |
|
|
$ |
(0.21 |
) |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
(0.57 |
) |
|
$ |
0.56 |
|
Income from discontinued operations
|
|
|
0.18 |
|
|
|
0.03 |
|
|
|
0.94 |
|
|
|
0.08 |
|
|
|
0.20 |
|
|
|
0.05 |
|
|
|
0.24 |
|
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per LP unit
|
|
$ |
1.10 |
|
|
$ |
0.18 |
|
|
$ |
1.34 |
|
|
$ |
(0.13 |
) |
|
$ |
0.44 |
|
|
$ |
0.29 |
|
|
$ |
(0.33 |
) |
|
$ |
0.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
All quarterly amounts have been reclassified for the effects of
reporting discontinued operations. |
|
(2) |
Net earnings (loss) per unit is computed separately for each
period and, therefore, the sum of such quarterly per unit
amounts may differ from the total for the year. |
F-58
EX-99.4:
EXHIBIT 99.4
|
|
Item 15. |
Exhibits, Financial Statement Schedules. |
(a)(1) Financial Statements:
The following financial statements of American Real Estate
Partners, L.P. are included in Part II, Item 8:
|
|
|
|
|
|
|
Page |
|
|
Number |
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
58 |
|
Report of Independent Registered Public Accounting Firm
|
|
|
59 |
|
Consolidated Balance Sheets December 31, 2004
and 2003
|
|
|
60 |
|
Consolidated Statements of Earnings Years ended
December 31, 2004, 2003 and 2002
|
|
|
61 |
|
Consolidated Statements of Changes in Partners Equity and
Comprehensive Income Years ended
December 31, 2004, 2003 and 2002
|
|
|
62 |
|
Consolidated Statements of Cash Flows Years ended
December 31, 2004, 2003 and 2002
|
|
|
63 |
|
Notes to Consolidated Financial Statements
|
|
|
65 |
|
All other Financial Statement schedules have been omitted
because the required financial information is not applicable or
the information is shown in the Financial Statements or Notes
thereto.
|
|
|
|
|
Exhibit | |
|
|
Index | |
|
|
| |
|
|
|
3 |
.1 |
|
Certificate of Limited Partnership of American Real Estate
Partners, L.P. (AREP) dated February 17, 1987
(incorporated by reference to Exhibit No. 3.1 to
AREPs Form 10-Q for the quarter ended March 31, 2004
(SEC File No. 1-9516), filed on May 10, 2004). |
|
3 |
.2 |
|
Amended and Restated Agreement of Limited Partnership of AREP,
dated as of May 12, 1987 (incorporated by reference to
Exhibit No. 3.2 to AREPs Form 10-Q for the quarter
ended March 31, 2004 (SEC File No. 1-9516), filed on
May 10, 2004). |
|
3 |
.3 |
|
Amendment No. 1 to the Amended and Restated Agreement of
Limited Partnership of AREP, dated February 22, 1995
(incorporated by reference to Exhibit 3.3 to AREPs
Form 10-K for the year ended December 31, 1994 (SEC File
No. 1-9516), filed on March 31, 1995). |
|
3 |
.4 |
|
Certificate of Limited Partnership of American Real Estate
Holdings Limited Partnership (AREH), dated
February 17, 1987, as amended pursuant to First Amendment
thereto, dated March 10, 1987 (incorporated by reference to
Exhibit 3.5 to AREPs Form 10-Q for the quarter ended
March 31, 2004 (SEC File No. 1-9516), filed on
May 10, 2004). |
|
3 |
.5 |
|
Amended and Restated Agreement of Limited Partnership of AREH,
dated as of July 1, 1987 (incorporated by reference to
Exhibit 3.5 to AREPs Form 10-Q for the quarter ended
March 31, 2004 (SEC File No. 1-9516), filed on
May 10, 2004). |
|
3 |
.6 |
|
Amendment No. 2 to the Amended and Restated Agreement of
Limited Partnership of AREP, dated as of August 16, 1996
(incorporated by reference to Exhibit 10.1 to AREPs
Form 8-K (SEC File No. 1-9516), filed on August 16,
1996). |
|
3 |
.7 |
|
Amendment No. 1 to the Amended and Restated Agreement of
Limited Partnership of AREH, dated August 16, 1996
(incorporated by reference to Exhibit 10.2 to AREPs Form
8-K (SEC File No. 1-9516), filed on August 16, 1996). |
|
3 |
.8 |
|
Amendment No. 3 to the Amended and Restated Agreement of
Limited Partnership of AREP, dated May 9, 2002
(incorporated by reference to Exhibit 3.8 to AREPs
Form 10-K for the year ended December 31, 2002 (SEC File
No. 1-9516), filed on March 31, 2003). |
1
|
|
|
|
|
Exhibit | |
|
|
Index | |
|
|
| |
|
|
|
3 |
.9 |
|
Amendment No. 2 to the Amended and Restated Agreement of
Limited Partnership of AREH, dated June 14, 2002
(incorporated by reference to Exhibit 3.9 to AREPs
Form 10-K for the year ended December 31, 2002 (SEC File
No. 1-9516), filed on March 31, 2003). |
|
4 |
.1 |
|
Depositary Agreement among AREP, American Property Investors,
Inc. and Registrar and Transfer Company, dated as of
July 1, 1987 (incorporated by reference to Exhibit 4.1
to AREPs Form 10-Q for the quarter ended March 31,
2004 (SEC File No. 1-9516), filed on May 10, 2004). |
|
4 |
.2 |
|
Amendment No. 1 to the Depositary Agreement dated as of
February 22, 1995 (incorporated by reference to
Exhibit 4.2 to AREPs Form 10-K for the year ended
December 31, 1994 (SEC File No. 1-9516), filed on
March 31, 1995). |
|
4 |
.3 |
|
Specimen Certificate representing Depositary Units. |
|
4 |
.4 |
|
Form of Application for Transfer of Depositary Units. |
|
4 |
.5 |
|
Specimen Certificate representing Preferred Units (incorporated
by reference to Exhibit No. 4.9 to AREPs
Form S-3 (SEC File No. 33-54767), filed on
February 22, 1995). |
|
4 |
.6 |
|
Indenture, dated as of January 29, 2004, among American
Casino & Entertainment Properties LLC (ACEP),
American Casino & Entertainment Properties Finance Corp.,
(ACEP Finance), the guarantors from time to time
party thereto and Wilmington Trust Company, as Trustee (the
Trustee), incorporated by reference to Exhibit 4.1
to ACEPs Form S-4 (SEC File No. 333-118149), filed on
August 12, 2004). |
|
4 |
.7 |
|
Form of ACEP and ACEP Finance 7.85% Note (incorporated by
reference to Exhibit 4.10 to AREPs Form 10-Q for the
quarter ended June 30, 2004 (SEC File No. 1-9516),
filed on August 9, 2004). |
|
4 |
.8 |
|
Registration Rights Agreement, dated as of January 29,
2004, among ACEP, ACEP Finance, the guarantors party thereto and
Bear, Stearns & Co. Inc. (incorporated by reference to
Exhibit 4.4 to ACEPs Form S-4 (SEC File
No. 333-118149), filed on August 12, 2004). |
|
4 |
.9 |
|
Indenture, dated as of May 12, 2004, among AREP, American
Real Estate Finance Corp. (AREP Finance), AREH and
Wilmington Trust Company, as Trustee, (incorporated by reference
to Exhibit 4.1 to AREPs Form S-4 (SEC File
No. 333-118021), filed on August 6, 2004). |
|
4 |
.10 |
|
Form of AREP and AREP Finance
81/8% Note
(incorporated by reference to Exhibit 4.2 to AREPs
Form S-4 (SEC File No. 333-118021), filed on August 6,
2004). |
|
4 |
.11 |
|
Registration Rights Agreement, dated as of May 12, 2004,
among AREP, AREP Finance, AREH and Bear, Stearns & Co.
Inc. (incorporated by reference to Exhibit 4.3 to
AREPs Form S-4 (SEC File No. 333-118021), filed on
August 6, 2004). |
|
4 |
.12 |
|
Indenture, dated as of February 7, 2005, among AREP, AREP
Finance and AREH, as Guarantors, and Wilmington Trust Company,
as Trustee (incorporated by reference to Exhibit 4.9 to
AREPs Form 8-K (SEC File No. 1-9516), filed on
February 10, 2005). |
|
4 |
.13 |
|
Form of AREP and AREP
Finance 71/8%
Senior Note (incorporated by reference to Exhibit 4.10 to
AREPs Form 8-K (SEC File No. 1-09516), filed on
February 10, 2005). |
|
4 |
.14 |
|
Registration Rights Agreement, dated as of February 7,
2005, among AREP, AREP Finance and AREH, and Bear, Stearns &
Co. Inc. and Jefferies & Company, Inc. (incorporated by
reference to Exhibit 4.11 to AREPs Form 8-K (SEC File No.
1-9516), filed on February 10, 2005). |
|
10 |
.1 |
|
Distribution Reinvestment Plan |
|
10 |
.2 |
|
Registration Rights Agreement between AREP and X LP (now
known as High Coast Limited Partnership) |
|
10 |
.3 |
|
Amended and Restated Agency Agreement (incorporated by reference
to Exhibit 10.12 to Form 10-K for the year ended
December 31, 1994 (SEC File No. 1-9516), filed on
March 31, 1995). |
2
|
|
|
|
|
Exhibit | |
|
|
Index | |
|
|
| |
|
|
|
10 |
.4 |
|
Service Mark License Agreement, by and between Becker Gaming,
Inc. and Arizona Charlies, Inc., dated as of
August 1, 2000 (incorporated by reference to ACEPs
Form 10-K (SEC File No. 333-118149), filed on
March 16, 2005. |
|
10 |
.5 |
|
Management Agreement, dated September 12, 2001, by and
between National Energy Group, Inc. (NEG) and NEG
Operating LLC (incorporated by reference to Exhibit 99.4 to
NEGs Form 8-K (SEC File No. 000-19136), filed on
September 27, 2001). |
|
10 |
.6 |
|
Pledge Agreement and Irrevocable Proxy, dated December 29,
2003, made by NEG in favor of Bank of Texas, N.A. (incorporated
by reference to Exhibit 10.3 of NEGs Form 8-K (SEC
File No. 000-19036), filed on January 14, 2004). |
|
10 |
.7 |
|
Credit Agreement, dated as of January 29, 2004, by and
among ACEP, certain subsidiaries of ACEP, the several lenders
from time to time parties thereto and Bear Stearns Corporate
Lending Inc., as Syndication Agent and Administrative Agent
(incorporated by reference to Exhibit 10.1 to ACEPs Form
S-4 (SEC File No. 333-118149), filed on August 12,
2004). |
|
10 |
.8 |
|
Pledge and Security Agreement, dated as of May 26, 2004, by
and among ACEP, ACEP Finance, certain subsidiaries of ACEP and
Bear Stearns Corporate Lending Inc. (incorporated by reference
to Exhibit 10.2 to ACEPs Form S-4 (SEC File No.
333-118149), filed on August 12, 2004). |
|
10 |
.9 |
|
Employment Agreement, effective as of April 1, 2004, by and
between ACEP and Richard P. Brown (incorporated by reference to
Exhibit 10.4 to ACEPs Form S-4 (SEC File
No. 333-118149), filed on August 12, 2004). |
|
10 |
.10 |
|
First Amendment to Credit Agreement, dated as of
January 29, 2004 by and among ACEP, as the Borrower,
certain subsidiaries of the Borrower, as Guarantors, The Several
Lenders, Bear Stearns Corporate Lending Inc. as Syndication
Agent, and Bear Stearns Corporate Lending Inc., as
Administrative Agent, dated as of May 26, 2004, Bear,
Stearns & Co. Inc., as Sole Lead Arranger and Sole
Bookrunner (incorporated by reference to Exhibit 10.6 to
ACEPs Form S-4 (SEC File No. 333-118149), filed
on October 12, 2004). |
|
10 |
.11 |
|
Management Agreement, dated November 16, 2004, by and
between NEG and Panaco, Inc. (Panaco) (incorporated
by reference to Exhibit 10.13 to NEGs Form 10-Q (SEC File
No. 000-19136), filed on November 15, 2004). |
|
10 |
.12 |
|
Management Agreement, dated August 28, 2003, by and between
NEG and TransTexas Gas Corporation (TransTexas)
(incorporated by reference to Exhibit 10.1 to NEGs
Form 8-K (SEC File No. 000-19136), filed on September 10,
2003). |
|
10 |
.13 |
|
Purchase Agreement for Notes Issued by TransTexas, dated
December 6, 2004, by and between Thornwood Associates LP
(Thornwood) and AREP Oil & Gas LLC
(AREP Oil & Gas)(incorporated by reference to
Exhibit 99.1 to AREPs Form 8-K (SEC File
No. 1-9516), filed on December 10, 2004). |
|
10 |
.14 |
|
Assignment and Assumption Agreement, dated December 6,
2004, by and between Thornwood and AREP Oil & Gas
(incorporated by reference to Exhibit 99.2 to AREPs
Form 8-K (SEC File No. 1-9516), filed on December 10,
2004). |
|
10 |
.15 |
|
Membership Interest Purchase Agreement, dated as of
December 6, 2004, by and among AREP Oil & Gas,
Arnos Corp., High River and Hopper Investments LLC (incorporated
by reference to Exhibit 99.3 to AREPs Form 8-K (SEC
File No. 1-9516), filed on December 10, 2004). |
|
10 |
.16 |
|
Assignment and Assumption Agreement, dated December 6,
2004, by and among AREP Oil & Gas, Arnos Corp., High
River and Hopper Investments LLC (incorporated by reference to
Exhibit 99.4 to AREPs Form 8-K (SEC File
No. 1-9516), filed on December 10, 2004). |
3
|
|
|
|
|
Exhibit | |
|
|
Index | |
|
|
| |
|
|
|
10 |
.17 |
|
Amended and Restated Oil & Gas Term Loan Agreement by
and among TransTexas, Galveston Bay Pipeline Company, Galveston
Bay Processing Corporation and Thornwood, dated August 28,
2003 (incorporated by reference to Exhibit 99.5 to
AREPs Form 8-K (SEC File No. 1-9516), filed on
December 10, 2004). |
|
10 |
.18 |
|
Amended and Restated Security and Pledge Agreement, dated August
2003, by and among TransTexas, Galveston Bay Pipeline Company,
Galveston Bay Processing Corporation and Thornwood (incorporated
by reference to Exhibit 99.6 to AREPs Form 8-K (SEC
File No. 1-9516), filed on December 10, 2004). |
|
10 |
.19 |
|
Term Loan and Security Agreement among Panaco, Mid River LLC and
Lenders Named Therein, dated as of November 16, 2004
(incorporated by reference to Exhibit 99.7 to AREPs
Form 8-K (SEC File No. 1-9516), filed on December 10,
2004). |
|
10 |
.20 |
|
Note Purchase Agreement, dated as of December 27, 2004, by
and among AREP Sands Holding LLC, Barberry Corp., and Cyprus,
LLC (incorporated by reference to Exhibit 99.1 to
AREPs Form 8-K (SEC File No. 1-9516), filed on
December 30, 2004). |
|
12 |
|
|
Statements re computation of ratios. |
|
14 |
.1 |
|
Code of Business Conduct and Ethics incorporated by reference to
Exhibit 99.2 to AREPs Form 10-Q for the quarter ended
September 30, 2004 (SEC File No. 1-9516), filed on
November 9, 2004). |
|
21 |
|
|
List of Subsidiaries. |
|
31 |
.1 |
|
Certification of Principal Executive Officer pursuant to
Section 302(a) of the Sarbanes-Oxley Act of 2002. |
|
31 |
.2 |
|
Certification of Principal Financial Officer pursuant to
Section 302(a) of the Sarbanes-Oxley Act of 2002. |
|
32 |
.1 |
|
Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
|
32 |
.2 |
|
Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
|
99 |
.1 |
|
Corporate Governance Guidelines (incorporated by reference to
Exhibit 99.1 to AREPs Form 10-Q for the quarter ended
September 30, 2004 (SEC File No. 1-9516), filed on
November 9, 2004). |
4