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 SEPTEMBER 30, 1997
OR
[2] 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
FULL HOUSE RESORTS, INC.
------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 13-3391527
-------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Deadwood Gulch Resort
Highway 85 South
P.O. Box 643
Deadwood, South Dakota 57732
--------------------------------- ----------
(Address of principal executive offices) (zip code)
(605) 578-1294
-------------------------------
(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 October 31, 1997, 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. Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations for the three
months and nine months ended September 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information 12
Signature Page 13
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
ASSETS 1997 1996
CURRENT ASSETS:
Cash and cash equivalents $ 2,461,915 $ 1,049,183
Note receivable - joint venture, current portion 92,162 626,042
Restricted cash 889,497 585,934
Accounts receivable 91,321 20,489
Accounts receivable - related party 105,608 --
Inventories 87,742 92,578
Prepaid expenses 378,260 317,724
Receivable from joint ventures 192,268 --
------------ ------------
Total current assets 4,298,773 2,691,950
ASSETS HELD FOR SALE - net 5,546,011 5,574,500
INVESTMENTS IN JOINT VENTURES 5,333,101 5,183,454
GOODWILL - net 2,025,084 2,404,785
NOTE RECEIVABLE - JOINT VENTURE 703,295 1,260,456
DEPOSIT ON PURCHASE OPTION 200,000 --
OTHER ASSETS 28,522 32,384
------------ ------------
TOTAL $ 18,134,786 $ 17,147,529
============ ============
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 688,480 $ 667,258
Accounts payable 75,563 130,030
Accrued expenses 666,123 411,625
Payable to joint ventures -- 516,787
------------ ------------
Total current liabilities 1,430,166 1,725,700
------------ ------------
LONG-TERM DEBT, net of current portion 6,219,427 6,290,655
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY:
Cumulative, convertible preferred stock, par value $.0001, 5,000,000
shares authorized; 700,000 shares issued and outstanding;
aggregate liquidation preference of $3,202,500 and $3,045,000 70 70
Common stock, par value $.0001, 25,000,000 shares authorized;
10,340,380 and 10,339,549 shares issued and outstanding 1,034 1,034
Additional paid in capital 16,932,251 16,853,042
Accumulated deficit (6,448,162) (7,722,972)
------------ ------------
Total stockholders equity 10,485,193 9,131,174
------------ ------------
TOTAL $ 18,134,786 $ 17,147,529
============ ============
See notes to condensed consolidated financial statements
3
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
OPERATING REVENUES:
Casino $ 458,413 $ 501,409 $ 1,068,702 $ 1,188,258
Hotel/RV park 803,546 782,858 1,402,729 1,341,503
Retail 437,712 483,625 966,622 1,030,980
Food and beverage 269,139 247,957 611,485 621,977
Fun park 391,256 436,530 553,278 700,273
Joint ventures 849,205 426,153 2,442,523 815,552
------------ ------------ ------------ ------------
3,209,271 2,878,532 7,045,339 5,698,543
Less: promotional allowances (37,878) (25,613) (98,022) (118,038)
------------ ------------ ------------ ------------
Net operating revenues 3,171,393 2,852,919 6,947,317 5,580,505
------------ ------------ ------------ ------------
OPERATING COSTS AND EXPENSES:
Casino 203,029 241,782 736,610 780,170
Hotel/ RV park 179,957 201,470 432,587 489,001
Retail 407,071 429,136 900,213 930,290
Food and beverage 191,260 197,423 469,556 486,520
Fun park 199,286 250,907 317,868 482,135
Sales and marketing 62,930 74,345 218,162 186,746
General and administrative 489,501 556,174 1,603,393 1,677,767
Depreciation and amortization 128,365 129,393 385,043 389,218
Impairment of long-lived assets -- -- 3,220 250,000
------------ ------------ ------------ ------------
Total operating costs and expenses 1,861,399 2,080,630 5,066,652 5,671,847
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS 1,309,994 772,289 1,880,665 (91,342)
OTHER INCOME (EXPENSE):
Interest expense and debt issue costs (172,133) (122,310) (521,550) (495,381)
Interest and other income 40,819 50,509 123,674 104,372
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES 1,178,680 700,488 1,482,789 (482,351)
Provision for income taxes (79,554) -- (207,979) --
------------ ------------ ------------ ------------
NET INCOME (LOSS) 1,099,126 700,488 1,274,810 (482,351)
Less, undeclared dividends
on cumulative preferred stock 52,500 52,500 157,500 157,500
------------ ------------ ------------ ------------
NET INCOME (LOSS) APPLICABLE TO
COMMON SHARES $ 1,046,626 $ 647,988 $ 1,117,310 $ (639,851)
============ ============ ============ ============
INCOME (LOSS) PER COMMON SHARE $ 0.10 $ 0.06 $ 0.11 $ (0.06)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,340,380 10,339,549 10,340,252 10,339,549
============ ============ ============ ============
See notes to condensed consolidated financial statements
4
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- ---------------------------------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30,
1997 1996
CASH FLOWS FROM OPERATING ACTITIVIES:
Net income (loss) $ 1,274,810 $ (482,351)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 385,043 389,218
Debt issue costs and imputed interest amortization 192,834 27,936
Amortization of deferred compensation expense 75,709 --
Impairment of long-lived assets 3,220 250,000
Other (274) --
Equity in income of joint ventures (2,442,523) (815,552)
Changes in assets and liabilities:
Increase in restricted cash (303,563) (881,221)
Increase in accounts receivable (70,832) (35,954)
Increase in accounts receivable - related party (105,608) --
Decrease in inventories 4,836 6,120
(Increase) decrease in prepaid expenses (60,536) 111,375
Increase in deposit on purchase option (200,000) --
Increase in other assets (1,480) (11,352)
Increase (decrease) in accounts payable and accrued expenses 200,031 (508,363)
------------ ------------
Net cash used in operating activities (1,048,333) (1,950,144)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of assets held for sale (46,054) (76,992)
Proceeds from disposal of assets held for sale 43,661 --
Investments in joint ventures (177,061) (230,205)
Distributions from joint ventures 2,469,937 843,520
Decrease in receivables from GTECH and joint ventures 381,986 11,203,911
------------ ------------
Net cash provided by investing activies 2,672,469 11,740,234
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt -- 3,000,000
Proceeds from exercise of warrants 3,500 --
Repayment of debt (214,904) (11,323,005)
------------ ------------
Net cash used in financing activies (211,404) (8,323,005)
------------ ------------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 1,412,732 1,467,085
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,049,183 356,754
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,461,915 $ 1,823,839
============ ============
See notes to condensed consolidated financial statements.
5
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 a fair statement of the results 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 generally accepted accounting
principles have been omitted pursuant to the rules and regulations of the
Securities and Exchange Commission.
These 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, 1996.
The results of operations for the quarter and the nine months ended
September 30, 1997 are not necessarily indicative of the results to be
expected for the year ending December 31, 1997.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128 (FASB 128), EARNINGS PER SHARE,
which is effective for fiscal years beginning after December 15, 1997. FASB
128 establishes standards for computing and presenting earnings per share
to make them comparable to international earnings per share standards and
requires dual presentation of basic and diluted earnings per share for
entities with complex capital structures. After adoption, the Company
expects there will be no material effect on the presentation or computation
of its earnings per share.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 130 (FASB 130), REPORTING COMPREHENSIVE
INCOME, which is effective for fiscal years beginning after December 15,
1997. FASB 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. The Company has not yet determined the effect
adoption of FASB 130 will have on disclosures in its consolidated financial
statements.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 131 (FASB 131), DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, which is effective for
financial statements for periods beginning after December 15, 1997. FASB
131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements
and requires that those enterprises report selected information about
operating segments on interim financial reports issued to shareholders. It
also establishes standards for related disclosures about products and
services, geographic areas and major customers. The Company has not yet
determined the effect adoption of FASB 131 will have on disclosures in its
consolidated financial statements.
6
3. LETTER OF INTENT
The Company announced on April 18, 1997 that it had signed an agreement for
the purchase of the Deadwood Gulch Resort ("DGR"). The agreement expired
without a sale taking place. The Company will continue its efforts to
sell DGR.
Because of the Company's intent to dispose of DGR, the Company has
reclassified certain assets of DGR to other assets - assets held for sale.
Further analysis of the estimated realizable value of the assets held for
sale resulted in an additional impairment loss of $3,220 recorded in the
three months ended March 31, 1997.
4. SUBSEQUENT EVENT
On October 15, 1997, the Company announced that it had executed an
agreement to acquire a gaming site in Biloxi, Mississippi, adjacent to the
site at which Steve Wynn's Beau Rivage is currently under construction.
Mr. Allen E. Paulson, the chairman and Chief Executive Officer of the
Company, originally had rights to acquire the property, and it was one of
the opportunities presented to Full House by Mr. Paulson, along with the
opportunity to participate in, or assume his rights with respect to, the
purchase of the Gold River Hotel and Casino Corporation which owns and
operates the Gold River Gaming Hall and Resort in Laughlin, Nevada. The
Company is currently in negotiations with joint venture partners to
develop a theme hotel/casino at the Mississippi site.
******
7
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RECENT DEVELOPMENTS
On May 7, 1997, the Company announced that Allen E. Paulson, the
Chairman and Chief Executive Officer of the Company, had offered to the Company
the opportunity to participate in, or assume his rights with respect to, the
purchase of the Gold River Hotel & Casino Corporation which owns and operates
the Gold River Gaming Hall and Resort, a 1,000 room hotel and convention center
located on the riverfront in Laughlin, Nevada. The opportunity is currently
under review by a committee of Company directors other than Mr. Paulson. Until
the Nevada gaming authorities completed their review of Mr. Paulson, and until
completion of the Gold River bankruptcy reorganization under which he acquired
ownership, Mr. Paulson and the Company had only limited access to the data
required by the Company to perform its due diligence examination of the Gold
River opportunity. Both those processes were completed recently and Full House
is now completing its due diligence inquiry and is in the final stages of
negotiations with Mr. Paulson as to the terms of participation by Full House in
the opportunity, should it elect to so participate.
On October 15, 1997, the Company announced that it had executed an
agreement to acquire a gaming site in Biloxi, Mississippi, adjacent to the site
at which Steve Wynn's Beau Rivage is currently under construction. Mr. Paulson
originally had rights to acquire the property, and it was one of the
opportunities presented to Full House, along with Gold River. The Company is
currently in negotiations with joint venture partners to develop a theme
hotel/casino at the site.
RESULTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS
AND NINE MONTHS ENDED SEPTEMBER 30, 1996
Revenues for the three months ended September 30, 1997 increased
$318,474 or 11.2% to $3,171,393 as compared with revenues of $2,852,919 for the
three months ended September 30, 1996. This increase, combined with the increase
in revenues for the first six months of 1997, resulted in an increase in
revenues for the nine months ended September 30, 1997 over the prior year period
of $1,366,812 or 24.5% to $6,947,317. The net income per share for the three
months ended September 30, 1997 increased $0.04 or 67% to $0.10. For the nine
months ended September 30, 1997, net income increased $0.17 to $0.11 over the
comparable period last year.
JOINT VENTURE INCOME
Joint Venture income increased $423,052 or 99.3% and $1,626,971 or
199.5% for the three month and nine month periods, respectively, ended September
30, 1997 as compared to the comparable periods in 1996. This increase is due to
inclusion of income from the Delaware joint venture, which was not in operation
until August 1996, and to the improved operating results from the Oregon joint
venture.
OREGON JOINT VENTURE. The Company's share of income from the Oregon
joint venture increased $38,948 or 15.9% and $88,740 or 13.4%, respectively, for
the three month and nine month periods ended September 30, 1997, as compared to
the comparable periods in 1996. The facility has experienced improvements in its
operating results due to improved marketing of and road access to the casino.
DELAWARE JOINT VENTURE. The Company's share of income from the Delaware
joint venture was $573,374 and $1,725,255, respectively, for the three month and
nine month periods ended September 30, 1997. Midway Slots and Simulcast began
operations in August of 1996. As reported by the Delaware Lottery Board, Midway
Slots & Simulcast had a net win of $15,826,450 and $44,484,730 for the
three-
8
month and nine-month periods ended September 30, 1997, respectively. Based
upon the opening date of the facility, September 1997 was the first full month
for which a prior year comparison could be made. The net win for September 1997
increased 62% to $5,023,225 as compared to September 1996. As a result of
operating results exceeding initial projections, Midway Slots and Simulcast has
prepaid a portion of its obligation to the Delaware joint venture. The joint
venture, in turn, prepaid a portion of the obligation to the Company in July and
August. The outstanding principal balance of the obligation was $771,911 at
September 30, 1997.
CALIFORNIA AND MICHIGAN JOINT VENTURES. As compared to the comparable
periods in 1996, the Company's share of the loss from the California and
Michigan joint ventures declined by $708 and $2,499 during the three-month and
nine-month periods ended September 30, 1997, respectively. These joint venture
companies are still in the development stage and do not have operating revenues.
DEADWOOD GULCH RESORT
The annual report of the South Dakota Commission on Gaming, which was
released during the second quarter of 1997, announced that gaming revenues in
Deadwood had declined by 6.4% in 1996 and that only 40% of the gaming businesses
were profitable in 1996 versus 58% in 1995. This trend has continued during 1997
with a further decline in gaming revenues and attendance at regional national
parks (Mount Rushmore, Badlands National Park and Yellowstone National Park).
These factors have significantly impacted the operating results of
Deadwood Gulch Resort. However, as a result of management programs, Resort
profits for the first nine months of 1997 increased by $16,045 despite a decline
in revenues of $260,159.
CASINO OPERATIONS. Revenues decreased 8.6% for the three months ended
September 30, 1997 over 1996. Although departmental expenses decreased 16.0%
over 1996, department profit only decreased $4,243. Revenues decreased 10.1% for
the nine months ended September 30, 1997 over 1996 and as a result of
departmental expenses decreasing 5.6%, departmental profit decreased $75,996 as
compared to the same period in 1996. Management attributes the decline in
revenues to the general decline in the market area explained above and
aggressive giveaways by other casinos.
HOTEL/RV RESORT. Hotel/RV Resort revenues increased 2.6%, to $803,546
for the three months ended September 30, 1997 as compared to 1996. Hotel/RV
Resort departmental profit increased $42,201 or 7.3%. For the nine months ended
September 30, 1997, revenues and departmental profits increased $61,226 and
$117,640, respectively, as compared to the same period in 1996. Management
attributes the improvements to cost-reduction measures in both the Hotel and RV
Resort.
RETAIL. For the nine months ended September 30, 1997, revenues
decreased by $64,358 to $966,622 and departmental profits decreased by $34,281,
as compared to the same period in 1996. Revenues decreased by $45,913 or 9.5%
for the three months ended September 30, 1997 from 1996. Department profit of
$30,641 for the three months ended September 30, 1997 was $23,848 lower than the
prior year period due to a decline in sales as a result of lower tourism and
increased pricing competition.
FOOD AND BEVERAGE. Revenues for the three months and nine months ended
September 30, 1997 were $269,139 and $611,485, respectively, (which includes
$32,177 and $84,783 of promotional allowances) as compared to $247,957 and
$621,977, respectively, for the comparable periods in 1996. The departmental
income after subtracting promotional allowances increased $14,033 and $26,099
over the three and nine month periods ended September 30, 1996. Management
attributes the improvement to continued management of cost of sales and reduced
departmental expenses.
GULCHES OF FUN FAMILY CENTER. Although revenues decreased $146,995 for
the nine months ended September 30, 1997, departmental profits increased $17,272
as compared to the same period in 1996. Revenues for the three months ended
September 30, 1997 decreased $45,274 from 1996 and
9
department profits increased $6,347 from the comparable period in 1996, due to a
change in staffing of the facility and other cost-reduction measures.
SALES AND MARKETING EXPENSES. Sales and Marketing expenses decreased
$11,415 for the three months ended September 30, 1997 as compared to the prior
year period. For the nine months ended September 30, 1997, expenses increased by
$31,416 as compared to the same period in 1996. Management attributes the
increase to efforts to increase or maintain market share.
GENERAL AND ADMINISTRATIVE EXPENSES - RESORT. For the nine months ended
September 30, 1997, expenses increased by $3,662 as compared to 1996. Expenses
were flat for the three months ended September 30, 1997 from the comparable
period in 1996.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased $1,028 and $4,175 for the three
months and nine months ended September 30, 1997, respectively, over the
comparable periods in 1996.
IMPAIRMENT OF LONG-LIVED ASSETS
In January, 1996, the Company announced its intent to dispose of the
Deadwood Gulch Resort. The Company adopted the provisions of SFAS No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, during the fourth quarter of the year ended December 31, 1995.
Under SFAS No. 121, the Company reviews the carrying values of its long-lived
and identifiable intangible assets for possible impairment whenever events or
changes in circumstances indicate that the carrying amount of assets may not be
recoverable. Further analysis of the estimated realizable value of the Deadwood
Gulch Resort assets resulted in an additional impairment loss of $250,000
recorded during the nine month period ended September 30, 1996 and $3,220 for
the nine month period ended September 30, 1997. Pursuant to SFAS No. 121, the
Company has suspended recording depreciation of the assets of the Deadwood Gulch
Resort.
GENERAL AND ADMINISTRATION EXPENSES
Non-Resort expenses for the nine months ended September 30, 1997
totaled $1,166,131, a decrease of $78,036 over the prior year period. For the
three months ended September 30, 1997, expenses decreased by $66,695 as compared
to the same period in 1996, reflecting savings resulting from the consolidation
of the Company's executive offices in 1996. In 1997, the Company continued to
incur costs related to the investigation, due diligence and pre-development of
various ongoing opportunities for expansion of its business and the increase in
the Company's corporate structure necessary to administer the Company's
expansion.
INTEREST EXPENSE AND DEBT ISSUE COSTS
For the nine months ended September 30, 1997, interest expense and debt
issue cost increased by $26,169 as compared to 1996. Interest expense and debt
issue costs increased by $49,823 during the three months ended September 30,
1997 due to amortization of imputed interest on the Company's note payable to
GTECH.
INTEREST AND OTHER INCOME
Interest and other income decreased by $9,690 during the three months
ended September 30, 1997 compared to 1996 and increased by $19,302 during the
nine months ended September 30, 1997, as a result of interest income on the note
receivable from the Delaware joint venture company offset by a decrease in other
income of $27,000.
10
INCOME TAX EXPENSE
State income tax expense was $79,554 and $207,979 for the third quarter
and the nine months ended September 30, 1997, respectively, and -0- for the same
periods in 1996. At September 30, 1997, the Company had net operating loss
carryforwards for federal income tax purposes of approximately $2,060,000, which
may be carried forward to offset future taxable income. The loss carryforwards
expire in 2007 through 2010. The availability of the loss carryforwards may be
limited in the event of a significant change in ownership of the Company or its
subsidiaries.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
Earnings before interest, taxes, depreciation and amortization
(EBITDA), for the three months and nine months ended September 30, 1997 improved
by $536,677 and $1,721,052, respectively, over 1996 after exclusion of the
impairment of long-lived assets (sale of Deadwood Gulch Resort) to $1,438,359
for the three months and $2,268,928 for the nine months ended September 30,
1997. EBITDA should not be construed as an indication of the Company's operating
performance, or as an alternative to cash flows from operating activities as a
measure of liquidity. The Company has presented EBITDA solely as supplemental
disclosure because the Company believes that it enhances the understanding of
the financial performance of companies with substantial depreciation and
amortization.
LIQUIDITY AND CAPITAL RESOURCES
For the nine month period ended September 30, 1997, cash of $1,048,333
was used in operating activities. Sources of cash included net income of
$1,274,810 more fully explained above, increased by depreciation and
amortization of $385,043, debt issue costs and debt discount of $192,834 and
other net sources of cash of $105,602, but reduced by an increase in prepaid
expenses of $60,536, an increase in deposits on purchase option of $200,000, an
increase in restricted cash of $303,563 and equity in income of joint ventures
of $2,442,523. Cash from investing activities was provided in the amount of
$2,672,469, primarily as a result of payments from the joint venture companies.
Included were distributions from joint ventures of $2,469,937 and a decrease in
receivables from joint ventures of $381,986 but reduced by investments in joint
ventures of $177,061 and a net change of $2,393 for assets sold and purchased.
Cash used by financing activities was $211,404 which was the result of proceeds
from the exercise of warrants of $3,500, reduced by repayment of debt totaling
$214,904. As a result of the above factors, there was a net increase in cash
and cash equivalents of $1,412,732.
During the first nine months of 1997, the Company's working capital
surplus improved by $1,902,357 or 196.9% to $2,868,607 as of September 30, 1997.
On November 20, 1995, Full House merged a wholly-owned subsidiary into
Omega Properties Inc. (30% owned by William P. McComas, a director/stockholder
of the Company). In exchange, the shareholders of Omega received an aggregate of
500,000 shares of Full House Common Stock and a promissory note of Full House in
the principal amount of $375,000. The principal amount of this promissory note
accrues interest, payable quarterly, at a rate equal to the "prime" rate, 8.5%
at September 30, 1997, and such principal amount, together with all accrued
interest, is due and payable in full upon demand by the holder of this note.
William P. McComas received the note and Mr. Fugazy, the other stockholder of
Omega, received the shares in exchange for their interests as shareholders of
Omega.
Full House is a party to a series of agreements with GTECH Corporation,
a leading supplier of computerized systems and services for
government-authorized lotteries, to jointly pursue certain gaming opportunities.
Pursuant to the agreements, joint venture companies equally owned by GTECH and
Full House have been formed. Full House has contributed its rights to the North
Bend, Oregon facility and the rights to develop the Torres Martinez,
Nottawaseppi Huron Band of Potawatomi and Delaware State Fair projects to the
joint venture companies. GTECH has contributed cash and other intangible assets
and has agreed to loan the joint venture entities up to $16.4 million to
complete the North Bend, Oregon and Delaware facilities. Full House has agreed
to guarantee one-half of the obligations of the joint venture companies to GTECH
under these loans and has guaranteed to GTECH one-half of a $2.0 million loan to
11
the North Bend, Oregon Indian Tribe. GTECH also provides project management,
technology and other expertise to analyze and develop/manage the implementation
of opportunities developed by the joint venture entities. GTECH has also loaned
Full House $3 million, which loan is convertible, subject to regulatory approval
into 600,000 shares of Full House's Common Stock. In addition, Full House has
been reimbursed by one of the joint venture companies for certain advances and
expenditures made by Full House relating to the gaming development agreements.
As part of this transaction, Allen E. Paulson, William P. McComas and Lee
Iacocca have granted to GTECH an option to purchase their shares should they
propose to transfer the same. The parties are no longer required to present
gaming opportunities to the other for joint development.
The Company advanced funds to the Delaware joint venture company during
1996 and 1995 totaling $1,886,498, of which $771,911 was outstanding as of
September 30, 1997. Such amount bears interest at prime plus 1% (9.5% at
September 30, 1997) and is payable from available operating cash flow of the
joint venture company. The note is secured by a similar payable from Midway
Slots and Simulcast, a division of Harrington Raceway, Inc. to the Delaware
joint venture company with the same terms and interest rate. As the note is
payable to FHRI based upon available cash flows, the current portion as of
September 30, 1997 reflects payments made through October 23, 1997.
As a result of its agreements with GTECH, receipt by Full House of
revenues from the operations of projects (other than the Deadwood Gulch Resort)
is governed by the terms of the joint venture agreements applicable to such
projects. These contracts provide that net cash flow (after certain deductions)
is to be distributed monthly to Full House and GTECH. While Full House does not
believe that this arrangement will adversely impact its liquidity, no assurances
of the same can be given based upon the lack of operating experience with this
structure.
Full House has determined that continued ownership of the Deadwood
Gulch Resort is not consistent with its future growth plans. No assurance can be
given that a sale will ultimately be consummated.
On May 31, 1995, DGR borrowed $5 million, secured by its real property.
The note bears interest at prime plus 2-1/4%, which was 10.75% at September 30,
1997. Payments are due in monthly installments of principal and interest based
on a ten-year amortization with the remaining balance due on May 31, 2002. A
portion of the loan has been guaranteed by Messrs. McComas and Paulson and a
former director of the Company. The agreements executed by DGR in connection
with the note limit payments by DGR to Full House. The agreements included
financial covenants which require maintenance of minimum tangible net worth and
debt service coverage ratios. DGR currently anticipates that it will not be in
compliance with the minimum tangible net worth covenant of the loan agreement at
December 31, 1997. DGR has entered into negotiations with the lender to obtain a
waiver or modification, but no assurance can be given that the same can be
obtained.
As of September 30, 1997, Full House had cumulative undeclared and
unpaid dividends in the amount of $1,102,500 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.
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.
12
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of September 30, 1997, cumulative dividends were $1,102,500, 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.
ITEMS 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K;
None
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: November 12, 1997
By /s/ WILLIAM R. JACKSON
---------------------------------------------
William R. Jackson, Executive Vice President-
Corporate Finance and Principal Financial
Officer
13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule