U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________
TO ______________.
Commission File No. 0-20630
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FULL HOUSE RESORTS, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 13-3391527
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2300 W. Sahara Ave.
Suite 450, Box 23
Las Vegas, Nevada 89102
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(Address of principal executive offices) (zip code)
(702) 221-7800
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(Registrant's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of May 9, 2001, Registrant had 10,340,380 shares of its $.0001 par value
common stock outstanding.
FULL HOUSE RESORTS, INC
TABLE OF CONTENTS
Page
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PART I. Financial Information
Item 1. Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets
as of March 31, 2001 and December 31, 2000 3
Unaudited Condensed Consolidated Statements of Operations
for the three months ended March 31, 2001 and 2000 4
Unaudited Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2001 and 2000 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. Other Information 12
Signatures 13
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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MARCH 31, DECEMBER 31,
2001 2000
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 65,833 $ 455,143
Receivables 489,074 --
Prepaid expenses 113,740 92,804
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Total current assets 668,647 547,947
LAND HELD FOR DEVELOPMENT 4,621,670 4,621,670
FIXTURES AND EQUIPMENT - net 41,107 47,202
INVESTMENTS IN JOINT VENTURES 229,822 3,192,634
GOODWILL - net 253,146 379,713
NOTES RECEIVABLE 837,291 1,667,269
GAMING CONTRACT RIGHTS 5,559,067 --
DEFERRED TAX ASSET 257,567 294,900
DEPOSITS AND OTHER ASSETS 2,458,912 2,701,344
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TOTAL $ 14,927,229 $ 13,452,679
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 10,807 $ 18,106
Payable to joint ventures -- 27,831
Accrued expenses 88,466 182,024
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Total current liabilities 99,273 227,961
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LONG-TERM DEBT 4,800,000 3,150,000
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Cumulative, preferred stock, par value $.0001, 5,000,000 shares authorized;
700,000 shares issued and outstanding;
aggregate liquidation preference of $3,937,500 and $3,885,000 70 70
Common stock, par value $.0001, 25,000,000 shares authorized;
10,340,380 shares issued and outstanding 1,034 1,034
Additional paid in capital 17,429,889 17,429,889
Accumulated deficit (7,403,037) (7,356,275)
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Total stockholders' equity 10,027,956 10,074,718
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TOTAL $ 14,927,229 $ 13,452,679
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See notes to unaudited condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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THREE MONTHS ENDED
MARCH 31,
2001 2000
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OPERATING REVENUES:
Joint ventures $ 1,004,313 $ 865,600
OPERATING COSTS AND EXPENSES:
Joint venture pre-opening costs 122,441 136,627
Development costs 250,000 --
General and administrative 398,224 432,016
Depreciation and amortization 132,662 132,818
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Total operating costs and expenses 903,327 701,461
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INCOME FROM OPERATIONS 100,986 164,139
Interest expense and debt issue costs (68,710) (82,278)
Interest and other income 3,295 3,406
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INCOME BEFORE INCOME TAXES 35,571 85,267
INCOME TAX PROVISION (82,333) (87,656)
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NET INCOME (LOSS) (46,762) (2,389)
Less, undeclared dividends on cumulative preferred stock 52,500 52,500
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NET LOSS APPLICABLE TO COMMON SHARES $ (99,262) $ (54,889)
============ ============
NET LOSS PER COMMON SHARE, Basic and Diluted $ (0.01) $ (0.01)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, Basic and Diluted 10,340,380 10,340,380
============ ============
See notes to unaudited condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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THREE MONTHS ENDED
MARCH 31,
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (46,762) $ (2,389)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 132,662 132,818
Amortization of deferred compensation expense -- 13,860
Expired purchase option 250,000 --
Equity in income of joint ventures (881,872) (728,973)
Distributions from joint ventures 851,084 642,187
Net advances to joint ventures (452,394) (26,657)
Changes in assets and liabilities:
Receivables -- 34,057
Prepaid expenses (20,936) (7,228)
Other assets (7,567) (10,858)
Deferred taxes 37,333 46,656
Accounts payable and accrued expenses (100,858) (71,823)
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Net cash (used) provided by operating activities (239,310) 21,650
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of 50% joint venture interests (1,800,000) --
Deposits on purchase options -- (25,000)
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Net cash used in investing activities (1,800,000) (25,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit 1,800,000 --
Repayment of line of credit (150,000) (150,000)
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Net cash provided (used) by financing activities 1,650,000 (150,000)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (389,310) (153,350)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 455,143 438,800
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 65,833 $ 285,450
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See notes to unaudited condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Condensed Financial Statements - The interim condensed
consolidated financial statements of Full House Resorts, Inc. (the
"Company") included herein reflect all adjustments which are, in the
opinion of management, necessary to present fairly the financial
position and results of operations for the interim periods presented.
All such adjustments are of a normal recurring nature. Certain
information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission.
These unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2000. The results of operations for the
period ended March 31, 2001 are not necessarily indicative of the
results to be expected for the year ending December 31, 2001.
Consolidation - The unaudited condensed consolidated financial
statements include the accounts of the Company and all its
majority-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.
Reclassifications - Certain prior year amounts have been reclassified
to conform with the current year presentation.
2. RECENTLYADOPTED ACCOUNTING STANDARDS
On January 1, 2001 the Company adopted SFAS No. 133, "Accounting for
Derivative Investments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative
investments, including certain derivative investments embedded in other
contracts, and hedging activities. It requires that an entity recognize
all derivatives either as assets or liabilities in the statement of
financial position, and measure those instruments at fair value. The
adoption of this statement did not have a material impact on the
consolidated financial statements of the Company.
3. JOINT VENTURE ACQUISITION
On March 30, 2001 we acquired GTECH's 50% interest in three joint
venture projects that had been equally owned by the two companies:
Gaming Entertainment, LLC, owner of an agreement continuing through
August 2002, with the Coquille Tribe, which conducts gaming at The Mill
Casino in Oregon; Gaming Entertainment Michigan, LLC, owner of a
Management Agreement with the Nottawaseppi Huron Band of Potawatomi to
develop and manage a gaming facility near Battle Creek; and Gaming
Entertainment California, LLC owner of a Management Agreement with the
Torres-Martinez Band of Desert Cahuilla Indians to develop and manage a
gaming facility near Palm Springs.
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The purchase price was $1,800,000, and was funded through our existing
credit facility. As part of this transaction, GTECH has extended the
due date of our $3,000,000 promissory note from January 25, 2001until
January 25, 2002, with interest at prime. Also as part of this
transaction, GTECH is no longer required to provide the necessary
financing for the two development projects (Michigan and California)
that we acquired. This transaction did not include our other joint
venture with GTECH, Gaming Entertainment (Delaware), LLC, owner of a
management agreement continuing through 2011, to manage Midway Slots &
Simulcast in Harrington, Delaware.
In addition to the gaming contract rights, we acquired the other 50%
interest in a note receivable from the Michigan tribe in the amount of
$396,146. The excess purchase price over the fair value of assets
acquired was allocated to the gaming contract rights acquired based on
the discounted present value of expected future cash flows. The excess
purchase price of $1,403,854 was allocated as follows:
Amortization
Value Term
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Michigan contract $1,141,682 8.0 years
California contract 182,776 8.0 years
Oregon contract 79,395 1.4 years
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$1,403,854
This acquisition occurred within one day of the end of the fiscal
quarter and the financial statements of the Company for the quarter
ended March 31, 2001 do not include any results of operations or cash
flows for this acquisition because the amounts were not material.
4. GAMING CONTRACT RIGHTS
As a result of the GTECH acquisition, the three joint ventures that had
previously been accounted for using the equity method are now wholly
owned consolidated entities. A substantial portion of our investment in
these joint ventures was comprised of previously contributed Michigan
gaming rights of $4,155,213 that we acquired in 1995. Now that these
are wholly-owned consolidated entities, these previously contributed
rights are now reflected in Gaming Contract Rights, along with the
rights acquired in the GTECH acquisition of $1,403,854. The Investments
in Joint Ventures on the balance sheet now reflects our ownership
interest in only the Delaware LLC.
5. JOINT VENTURE INVESTMENTS
Through March 30, 2001 the Company had four joint ventures with GTECH.
The Delaware venture manages a slot operation at Harrington Raceway in
Harrington. The Oregon venture developed the Mill Casino in North Bend
for the Coquille Indian Tribe. The Michigan venture, which has a
management agreement with a Tribe in Battle Creek, and the California
venture, which has an agreement with a Tribe in Thermal are both still
in the development stage. Successful development and, ultimately,
sustaining profitable operations is dependent upon future events,
including appropriate regulatory approvals and adequate market demand.
These two ventures have not generated any revenues, and the costs
incurred to date relate to pre-opening expenses such as payroll, legal,
and consulting.
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SUMMARY INFORMATION FOR THE THREE MONTH PERIODS ENDED MARCH 31,
2001 Delaware Oregon Michigan California
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Revenues $ 3,964,829 $ 570,137 $ -- $ --
Income (loss) from operations 1,443,892 564,734 (197,522) (47,360)
Net income $ 1,443,892 $ 564,734 $ (197,522) $ (47,360)
2000 Delaware Oregon Michigan California
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Revenues $3,142,527 $ 555,872 $ -- $ --
Income (loss) from operations 1,175,329 555,872 (259,598) (13,656)
Net income $1,175,329 $ 555,872 $ (259,598) $ (13,656)
6. SEGMENT INFORMATION
The Company has two primary business segments. The Joint Venture
segment includes the ventures with GTECH Corporation, and the Corporate
segment reflects the administrative and development expenses of the
business.
2001 Joint
Ventures Corporate Consolidated
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Revenues $ 1,004,313 $ -- $ 1,004,313
Pre-opening costs 122,441 -- 122,441
Income (loss) from operations 755,306 (654,320) 100,986
Net income (loss) $ 384,242 $ (431,004) $ ( 46,762)
2000 Joint
Ventures Corporate Consolidated
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Revenues $ 865,600 $ -- $ 865,600
Pre-opening costs 136,627 -- 136,627
Income (loss) from operations 587,406 (423,267) 164,139
Net income (loss) $ 285,829 $ (288,218) $( 2,389)
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
First Quarter Ended March 31, 2001
Compared to First Quarter Ended March 31, 2000
Joint Ventures. Joint Venture income increased by $138,713 for the
first quarter ended March 31, 2001 as compared to the same period in 2000. This
increase primarily reflects improved operating results from the Delaware venture
as a result of an expanded facility, coupled with a small increase in income
from the Oregon venture. Pre-opening costs were relatively unchanged from the
prior year.
Oregon Joint Venture. Our share of income from the Oregon joint venture
was $282,367, an increase of $4,431 or 1.6%, as compared to $277,936 in the
prior year period. This small increase primarily reflects the continued growth
in the market partially offset by the reduction in the venture's fee structure
from 12% of revenue to 11% in accordance with the management agreement.
Delaware Joint Venture. Our share of income from the Delaware joint
venture was $721,946 for the first quarter ended March 31, 2001, compared to
$587,664 in the prior year. This $134,282 increase is primarily the result of
the facility expansion that opened in May 2000. Midway Slots now operates
approximately 1,150 machines, compared to 750 last year. Also, a severe
snowstorm in January 2000 forced the closure of the facility for one day and
significantly impacted customer volumes for several days thereafter.
California and Michigan Joint Ventures. Our share of pre-opening costs
from the California and Michigan joint ventures was $122,441 during the first
quarter of 2001 compared to $136,627 in the prior year period. The expenses
related to the Huron Potawatomi Tribe in Battle Creek, are primarily for
payroll, legal, licensing and other expenses in connection with assisting the
Tribe in obtaining suitable land for its gaming facility, and applying for the
necessary licenses and approvals. The California venture has incurred higher
costs this year as the parties work to obtain a gaming compact. These joint
venture companies are still in the development stage and do not have operating
revenues.
Development Costs. During the first quarter, our one remaining land
option in Mississippi expired and we decided not to expend the funds for a
further extension. Consequently, the previously paid, non-refundable, option
money of $250,000 was written off.
General and Administrative Expenses. Expenses for the three months
ended March 31, 2001 decreased $33,792 as compared to the comparable period in
2000. This decrease is primarily due to reduced payroll expenses.
Interest Expense. Interest expense decreased by $13,568 primarily as a
result of lower average outstanding indebtedness under the bank line during the
comparable quarters.
Interest and Other Income. Interest and other income was comparable to
2000 and results from interest on invested cash balances.
Income Tax Provision. Income tax expense was $82,333. The effective tax
rate reflects a combination of state taxes on the joint venture earnings
combined with the tax effect of non-deductible amortization expenses. For
federal tax purposes, the Company has net operating loss carryforwards of
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approximately $2,100,000, which may be carried forward to offset future taxable
income. The loss carryforwards expire in 2010 through 2019. The availability of
the loss carryforwards may be limited in the event of a significant change in
ownership of the Company or its subsidiaries.
Quantitative And Qualitative Disclosure About Market Risk. Market risk
is the risk of loss from changes in market rates or prices, such as interest
rates and commodity prices. We are exposed to market risk in the form of changes
in interest rates and the potential impact such changes may have on our variable
rate debt. We have not invested in derivative based financial instruments.
Liquidity and Capital Resources
At March 31, 2001, we had cash and cash equivalents of $65,833. For the
three months ended March 31, 2001, cash of $239,310 was used by operating
activities, as compared to $21,650 provided by operations in the prior year
period. The decline is primarily due to the changes advances to, and
distributions from, the joint ventures. Net cash used in investing activities
was $1,800,000 for the GTECH acquisition transaction, compared to a land option
deposit related to the Biloxi project in 2000. Financing activities provided
$1,650,000 during the current quarter reflecting a $150,000 repayment of prior
bank borrowings and a $1,800,000 draw on March 30 to close the GTECH
acquisition. As a result of the above factors, there was a net decrease in cash
and cash equivalents of $389,310 during the first quarter of 2001.
On March 30, 2001, we acquired GTECH's 50% interest in three joint
venture projects that had been equally owned by the two companies: Gaming
Entertainment, LLC, owner of an agreement continuing through August 2002, with
the Coquille Tribe, which conducts gaming at The Mill Casino in Oregon; Gaming
Entertainment Michigan, LLC, owner of a Management Agreement with the
Nottawaseppi Huron Band of Potawatomi to develop and manage a gaming facility
near Battle Creek; and Gaming Entertainment California, LLC owner of a
Management Agreement with the Torres-Martinez Band of Desert Cahuilla Indians to
develop and manage a gaming facility near Palm Springs.
The purchase price was $1,800,000, and was funded through our existing
credit facility. As part of this transaction, GTECH has extended the due date of
our $3,000,000 promissory note from January 25,2001 until January 25, 2002, with
interest at prime. Also as part of this transaction, GTECH is no longer required
to provide the necessary financing for the two development projects (Michigan
and California) that we acquired. Since we do not have the financial resources
to fund these projects alone, we are actively pursuing alternative means of
financing these developments.
This transaction did not include our other joint venture with GTECH,
Gaming Entertainment (Delaware), LLC, owner of a management agreement continuing
through 2011, to manage Midway Slots & Simulcast in Harrington, Delaware. As a
result of this continuing agreement with GTECH, our receipt of revenues from the
operations of our Delaware joint venture project is governed by the terms of the
related agreement. It provides that net cash flow (after certain deductions) is
to be distributed monthly to Full House and GTECH. While we do not believe that
this arrangement will adversely impact our liquidity, our continuing cash flow
is dependent on the operating performance of this joint venture, and the ability
to receive monthly distributions
Our long-term debt represents the $3,000,000 balance on the GTECH
promissory note and the $1,800,000 due under the bank line of credit, which was
used to fund the GTECH acquisition. We expect to repay these amounts with a
combination of cash from operations and leveraging our ownership of the gaming
contracts acquired.
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The Company has a $2 million line of credit with Coast Community bank
in Mississippi. The line bears interest at prime plus 1/2%, with interest
payable monthly. Any outstanding principal is due at maturity in February 2002.
At March 31, 2001, there was $1,800,000 outstanding at a rate of 9%.
The Michigan and California joint ventures, as part of the management
agreements with the tribes, have advanced funds for tribal operations and the
construction of a tribal community center. The Notes Receivable is attributable
to this funding, and the repayment obligation is dependent on the future
profitable operation of the tribes' gaming enterprise.
In November 1998, the Company executed a series of agreements with Hard
Rock Cafe International related to the proposed development project in Biloxi,
Mississippi. Pursuant to a licensing agreement, the Company has the right to
develop and operate a Hard Rock Casino in Biloxi. The Company has paid a
territory fee of $2,000,000.
In September 1998, the Company and Allen E. Paulson formed a limited
liability company, equally owned, for the purpose of developing this project.
Mr. Paulson agreed to contribute a gaming vessel (the former Treasure Bay barge
in Tunica, MS.), and the Company agreed to contribute its rights to the Hard
Rock agreements. This entity plans to develop the Hard Rock - Biloxi and is
continuing to explore various alternatives. The project, as currently
envisioned, is expected to cost between $250 and $300 million. Substantial
additional financing will be required for the Company to effect its business
strategy and no assurance can be given that such financing will be available
upon commercially reasonable terms, or at all.
As of March 31, 2001, Full House had cumulative undeclared and unpaid
dividends in the amount of $1,837,500 on the 700,000 outstanding shares of its
1992-1 Preferred Stock. Such dividends are cumulative whether or not declared,
and are currently in arrears.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 3. Defaults upon Senior Securities
As of March 31, 2001, cumulative dividends were $1,837,500, which were
undeclared, unpaid and were in arrears, with respect to the Company's
Series 1992-1 Preferred Stock, which class ranks prior to the Company's
Common Stock with regard to dividend and liquidation rights.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K;
The Company filed a current report on form 8-K dated
April 12, 2001 related to the acquisition of GTECH
Corporation's 50% interest in three joint venture
companies that had been jointly owned by the two
companies.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
FULL HOUSE RESORTS, INC.
Date: May 11, 2001
By: /s/ MICHAEL P. SHAUNNESSY
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Michael P. Shaunnessy, Executive V. P.
and Chief Financial Officer
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