<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _____________
Commission file number 333-49691
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
-------------------------------------------------------------------------------
(Exact name of registrants as specified in their charters)
Nevada 86-0857506
Nevada 86-0857505
- ------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1160 Town Center Drive, Suite 200, Las Vegas, NV 89134
- --------------------------------------------------------------------------------
(Address of principal executive offices, Zip Code)
(702) 869-7000
- --------------------------------------------------------------------------------
(Registrants' telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
-----------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................ $ 3,968 $ 69,074,653 $ 69,078,621
Investments.......................................... -- 41,966,144 41,966,144
Interest receivable.................................. -- 267,079 267,079
Prepaid leasing costs................................ -- 140,500 140,500
--------- ------------ ------------
Total current assets........................................... 3,968 111,448,376 111,452,344
Property and equipment:
Land................................................. -- 16,628,459 16,628,459
Land improvements.................................... -- 425,000 425,000
Deposits............................................. -- 2,223,164 2,223,164
Construction in progress............................. -- 82,812,010 82,812,010
Furniture, fixtures and equipment.................... -- 1,558,289 1,558,289
--------- ------------ ------------
-- 103,646,922 103,646,922
Accumulated depreciation............................. -- (319,384) (319,384)
--------- ------------ ------------
-- 103,327,538 103,327,538
Restricted assets.............................................. -- 12,400,000 12,400,000
Debt issuance costs............................................ -- 11,806,724 11,806,724
Investment in The Resort at Summerlin, L.P..................... 564,833 -- --
Licensing costs and other intangible assets.................... -- 158,333 158,333
Preopening costs............................................... -- 8,895,991 8,895,991
--------- ------------ ------------
Total assets................................................... $ 568,801 $248,036,962 $248,040,930
========= ============ ============
LIABILITIES
Current liabilities:
Accounts payable..................................... $ -- $ 106,026 $ 106,026
Construction and preopening payables................. -- 14,514,486 14,514,486
Related party payable................................ 6,138 38,561 44,699
Interest payable..................................... -- 5,480,995 5,480,995
--------- ------------ ------------
Total current liabilities...................................... 6,138 20,140,068 20,146,206
Long-term debt, net of discount................................ -- 160,265,028 160,265,028
Warrants redeemable for partnership interests.................. -- 12,843,343 12,843,343
--------- ------------ ------------
Total liabilities.............................................. 6,138 193,248,439 193,254,577
Limited partners' interests.................................... -- -- 54,223,690
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares
authorized, 1,000 shares issued...................... 682,500 -- 682,500
General partner interest....................................... -- 675,000 --
Limited partners' interests.................................... -- 65,130,283 --
Deficit accumulated during development stage................... (119,837) (11,016,760) (119,837)
--------- ------------ ------------
Total stockholder's equity and partnership interests 562,663 54,788,523 562,663
--------- ------------ ------------
Total liabilities, stockholder's equity and
partnership interests................................ $ 568,801 $248,036,962 $248,040,930
========= ============ ============
</TABLE>
See accompanying notes.
2
<PAGE> 3
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 3,968 $ 175,487,660 $ 175,491,628
Interest receivable............................... -- 24,167 24,167
------------ ----------------- ----------------
Total current assets........................................ 3,968 175,511,827 175,515,795
Property and equipment:
Land.............................................. -- 16,628,459 16,628,459
Construction in progress.......................... -- 3,782,333 3,782,333
Furniture, fixtures and equipment................. -- 573,000 573,000
------------ ----------------- ----------------
-- 20,983,792 20,983,792
Accumulated depreciation.......................... -- (112,680) (112,680)
------------ ----------------- ----------------
-- 20,871,112 20,871,112
Restricted assets........................................... -- 12,400,000 12,400,000
Debt issuance costs......................................... -- 12,561,721 12,561,721
Investment in The Resort at Summerlin, L.P.................. 668,012 -- --
Licensing costs and other intangible assets................. -- 50,000 50,000
Preopening costs............................................ -- 4,838,812 4,838,812
------------ ----------------- ----------------
Total assets................................................ $ 671,980 $ 226,233,472 $ 226,237,440
============ ================= ================
LIABILITIES
Current liabilities:
Accounts payable.................................. $ -- $ 158,471 $ 158,471
Construction and preopening payables.............. -- 619,373 619,373
Related party payable............................. 1,010 348,459 349,469
------------ ----------------- ----------------
Total current liabilities................................... 1,010 1,126,303 1,127,313
Long-term debt, net of discount............................. -- 154,131,067 154,131,067
Warrants redeemable for partnership interests............... -- 5,869,565 5,869,565
------------ ----------------- ----------------
Total liabilities........................................... 1,010 161,126,935 161,127,945
Limited partners' interests................................. -- -- 64,438,525
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares
authorized, 1,000 shares issued................... 682,500 -- 682,500
General partner interest.................................... -- 675,000 --
Limited partners' interests................................. -- 65,130,283 --
Deficit accumulated during development stage................ (11,530) (698,746) (11,530)
------------ ----------------- ----------------
Total stockholder's equity and partnership interests 670,970 65,106,537 670,970
------------ ----------------- ----------------
Total liabilities, stockholder's equity and
partnership interests............................. $ 671,980 $ 226,233,472 $ 226,237,440
============ ================= ================
</TABLE>
See accompanying notes.
3
<PAGE> 4
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, 1998
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
Revenues........................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. ......... 27,713 -- --
General and administrative............................... 5,128 189,054 194,182
Depreciation and amortization............................ -- 548,280 548,280
------------ --------------- ---------------
32,841 737,334 742,462
Other income (expense):
Interest income.......................................... -- 1,741,483 1,741,483
Warrant interest expense ................................ -- (2,358,778) (2,358,778)
Interest expense......................................... -- (1,416,719) (1,416,719)
------------ --------------- ---------------
-- (2,034,014) (2,034,014)
------------ --------------- ---------------
Loss before limited partners' interest............................. (32,841) (2,771,348) (2,776,476)
Limited partners' interest......................................... -- -- 2,743,635
------------ --------------- ---------------
Net loss........................................................... $ (32,841) $ (2,771,348) $ (32,841)
============ =============== ===============
</TABLE>
See accompanying notes.
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, 1997
-----------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
Revenues........................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. ......... 2,417 -- --
General and administrative............................... -- 241,710 241,710
---------- ------------- -------------
2,417 241,710 241,710
Loss before limited partners' interest............................. (2,417) (241,710) (241,710)
Limited partners' interest......................................... -- -- 239,293
---------- ------------- -------------
Net loss........................................................... $ (2,417) $ (241,710) $ (2,417)
========== ============= =============
</TABLE>
See accompanying notes.
4
<PAGE> 5
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1998
-----------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
Revenues................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 103,179 -- --
General and administrative....................... 5,128 476,537 481,665
Depreciation and amortization.................... -- 1,603,444 1,603,444
----------- ---------------- ----------------
108,307 2,079,981 2,085,109
Other income (expense):
Interest income.................................. -- 6,491,435 6,491,435
Warrant interest expense -- (6,973,778) (6,973,778)
Interest expense................................. -- (7,755,690) (7,755,690)
----------- ---------------- ----------------
-- (8,238,033) (8,238,033)
----------- ---------------- ----------------
Loss before limited partners' interest..................... (108,307) (10,318,014) (10,323,142)
Limited partners' interest................................. -- -- 10,214,835
----------- ---------------- ----------------
Net loss................................................... $ (108,307) $ (10,318,014) $ (108,307)
=========== ================ ================
</TABLE>
See accompanying notes.
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1997
-----------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
Revenues................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 3,451 -- --
General and administrative....................... -- 345,144 345,144
--------- ------------ ------------
3,451 345,144 345,144
Loss before limited partners' interest..................... (3,451) (345,144) (345,144)
Limited partners' interest................................. -- -- 341,693
--------- ------------ ------------
Net loss................................................... $ (3,451) $ (345,144) $ (3,451)
========= ============ ============
</TABLE>
See accompanying notes.
5
<PAGE> 6
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 1998
----------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
Revenues........................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 110,167 -- --
General and administrative............................... 9,670 1,054,880 1,064,550
Depreciation and amortization............................ -- 1,716,756 1,716,756
----------- ---------------- ----------------
119,837 2,771,636 2,781,306
Other income (expense):
Interest income.......................................... -- 6,532,690 6,532,690
Warrant interest expense................................. -- (6,973,778) (6,973,778)
Interest expense......................................... -- (7,804,036) (7,804,036)
----------- ---------------- ----------------
-- (8,245,124) (8,245,124)
----------- ---------------- ----------------
Loss before limited partners' interest............................. (119,837) (11,016,760) (11,026,430)
Limited partners' interest......................................... -- -- 10,906,593
----------- ---------------- ----------------
Net loss........................................................... $ (119,837) $ (11,016,760) $ (119,837)
=========== ================ ================
</TABLE>
See accompanying notes.
6
<PAGE> 7
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1998
---------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss................................................ $(108,307) $ (10,318,014) $ (108,307)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization................. -- 1,620,984 1,620,984
Non-cash interest expense for warrant
put options.............................. -- 6,973,778 6,973,778
Interest capitalized to construction
in progress.............................. -- (6,945,359) (6,945,359)
Interest paid by issuance of Senior
Subordinated Notes...................... -- 5,955,000 5,955,000
Equity in loss of The Resort at
Summerlin, L.P.......................... 103,179 -- --
Limited partners' interest.................... -- -- (10,214,835)
Changes in operating assets and liabilities
Prepaid expenses ........................ -- (140,500) (140,500)
Accounts payable ........................ 5,128 -- 5,128
Interest payable......................... -- 5,425,717 5,425,717
Interest receivable...................... -- (242,912) (242,912)
--------- ------------- -------------
Net cash provided by operating activities .............. -- 2,328,694 2,328,694
INVESTING ACTIVITIES
Capital expenditures.................................... -- (75,717,771) (75,717,771)
Preopening costs........................................ -- (4,057,179) (4,057,179)
Increase in construction and preopening payables........ -- 13,588,048 13,588,048
Purchases of investments................................ -- (41,966,144) (41,966,144)
Investment in licensing costs and other intangible
assets........................................ -- (108,333) (108,333)
--------- ------------- -------------
Net cash used in investing activities................... -- (108,261,379) (108,261,379)
FINANCING ACTIVITIES
Debt issuance costs..................................... -- (480,322) (480,322)
--------- ------------- -------------
Net cash used in financing activities................... -- (480,322) (480,322)
--------- ------------- -------------
Net change in cash and cash equivalents................. -- (106,413,007) (106,413,007)
Cash and cash equivalents at beginning of period........ 3,968 175,487,660 175,491,628
--------- ------------- -------------
Cash and cash equivalents at end of period.............. $ 3,968 $ 69,074,653 $ 69,078,621
========= ============= =============
</TABLE>
See accompanying notes.
7
<PAGE> 8
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1997
----------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------- -------- ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss................................................... $(3,451) $ (345,144) $ (3,451)
Adjustments to reconcile net loss to net cash used
in operating activities:
Equity in loss of The Resort at
Summerlin, L.P................................... 3,451 -- --
Limited partners' interest....................... -- -- (341,693)
------- ----------- -----------
Net cash used in operating activities...................... -- (345,144) (345,144)
INVESTING ACTIVITIES
Capital expenditures....................................... -- (732,015) (732,015)
Investment in option fee.................................... -- (597,312) (597,312)
Increase in construction and preopening payables........... -- (2,912,976) (2,912,976)
------- ----------- -----------
Net cash used in investing activities...................... -- (4,242,303) (4,242,303)
FINANCING ACTIVITIES
Capital contribution from limited partners................. -- 4,855,457 4,855,457
Debt issuance costs........................................ -- (104,490) (104,490)
------- ----------- -----------
Net cash provided by financing activities.................. -- 4,750,967 4,750,967
------- ----------- -----------
Net change in cash and cash equivalents.................... -- 163,520 163,520
Cash and cash equivalents at beginning of period........... -- -- --
------- ----------- -----------
Cash and cash equivalents at end of period................. $ -- $ 163,520 $ 163,520
======= =========== ===========
</TABLE>
See accompanying notes.
8
<PAGE> 9
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 1998
------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------ -------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss..................................................... $ (119,837) $ (11,016,760) $ (119,837)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization...................... -- 1,716,756 1,716,756
Non-cash interest expense for warrant
put options................................... -- 6,973,778 6,973,778
Equity in loss of The Resort at
Summerlin, L.P................................ 110,167 -- --
Interest capitalized to construction
in progess................................... -- (6,952,291) (6,952,291)
Interest paid by issuance of Senior
Subordinated Notes............................. -- 5,955,000 5,955,000
Limited partners' interest......................... -- -- (10,906,593)
Changes in operating assets and liabilities
Prepaid expenses.............................. -- (140,500) (140,500)
Accounts payable.............................. 6,138 -- 6,138
Interest payable.............................. -- 5,480,995 5,480,995
Interest receivable........................... -- (267,079) (267,079)
--------- ------------- -------------
Net cash provided by (used in) operating activities ....... (3,532) 1,749,899 1,746,367
INVESTING ACTIVITIES
Capital expenditures......................................... -- (96,694,631) (96,694,631)
Preopening costs............................................. -- (6,245,555) (6,245,555)
Increase in construction and preopening payables............. -- 14,676,613 14,676,613
Purchases of investments..................................... -- (41,966,144) (41,966,144)
Investment in The Resort at Summerlin, L.P................... (675,000) -- --
Investment in licensing costs and other intangible
assets............................................. -- (158,333) (158,333)
Investment in option fee..................................... -- (1,181,212) (1,181,212)
--------- ------------- -------------
Net cash used in investing activities........................ (675,000) (131,569,262) (131,569,262)
FINANCING ACTIVITIES
Capital contributions........................................ 682,500 -- 682,500
Capital contribution from RAS Inc............................ -- 675,000 --
Capital contribution from limited partners................... -- 63,661,059 63,661,059
Issuance of first mortgage notes............................. -- 60,000,000 60,000,000
Purchases of restricted investments.......................... -- (12,400,000) (12,400,000)
Issuance of senior subordinated notes........................ -- 100,000,000 100,000,000
Debt issuance costs.......................................... -- (13,042,043) (13,042,043)
--------- ------------- -------------
Net cash provided by financing activities.................... 682,500 198,894,016 198,901,516
--------- ------------- -------------
Net change in cash and cash equivalents...................... 3,968 69,074,653 69,078,621
Cash and cash equivalents at beginning of period............. -- -- --
--------- ------------- -------------
Cash and cash equivalents at end of period................... $ 3,968 $ 69,074,653 $ 69,078,621
========= ============= =============
SUPPLEMENTAL INFORMATION
Preopening costs incurred and paid by affiliate on
behalf of The Resort at Summerlin, L.P............. $ 2,650,436 $ 2,650,436
Distribution of non-cash asset............................... 1,181,202 1,181,202
</TABLE>
See accompanying notes.
9
<PAGE> 10
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Resort at Summerlin, Limited Partnership ("RAS L.P.") is majority owned by
Swiss Casinos of America, Inc., formerly known as Seven Circle Gaming
Corporation ("SCA"). RAS L.P. was formed on August 15, 1996 for the purpose of
acquiring land and developing a resort casino in the Summerlin master planned
community in Las Vegas, Nevada ("Summerlin"). The Resort at Summerlin, Inc.
("RAS Inc.") is a wholly owned subsidiary of SCA and serves as general partner
of RAS L.P. The ownership percentages in RAS L.P. of RAS Inc., SCA and other
investors are 1.0%, 91.26% and 7.74%, respectively. RAS L.P. allocates earnings
and losses to the partners in accordance with these percentages.
RAS L.P. purchased 54.5 acres of land located in Summerlin on which it is
developing and plans to operate a resort facility (the "Resort Casino"), to
include a casino, hotel, conference center, spa, restaurants, and retail center.
The land is zoned for gaming, and the Las Vegas City Council has granted the
special use permit required to develop the Resort Casino. On June 30, 1998, RAS
L.P. and RAS Inc. (collectively the "Companies") filed applications with the
Nevada State Gaming Control Board for a nonrestricted gaming license to operate
the Resort Casino. A comprehensive discussion of Nevada gaming law pertinent to
the aforementioned application as well as to the Mortgage Notes (as hereinafter
defined), Senior Subordinated Notes (as hereinafter defined) and Note Warrants
(as hereinafter defined) appears in the Companies' Form S-4 Registration
Statement, declared effective by the Securities and Exchange Commission on June
29, 1998 (the "Registration Statement").
The Companies are development stage companies as they are devoting substantially
all of their efforts to develop the Resort Casino. The Companies have no current
source of income and do not anticipate any material income until such time as
the Resort Casino is operational. The Resort Casino is expected to open for
business in the second quarter of 1999.
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the accounting policies described in the Companies' December
31, 1997 audited consolidated financial statements and should be read in
conjunction with the Notes to Consolidated Financial Statements which appear
therein. The Companies' December 31, 1997 audited consolidated financial
statements are contained in the Registration Statement. The Consolidated Balance
Sheet as of December 31, 1997 contained herein was derived from audited
financial statements, but does not include all disclosures included in the
December 31, 1997 audited consolidated financial statements and applicable under
generally accepted accounting principles.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim periods have been included. The results for the 1998 interim periods
reported upon are not necessarily indicative of expected results for the full
year.
As prescribed by Statement of Position 78-9, Accounting for Investments in Real
Estate Ventures, RAS Inc.'s indirect ownership in RAS L.P. through SCA and its
direct 1.0% general partnership investment constitutes a controlling interest
and is therefore considered a subsidiary requiring consolidation in the
financial statements of RAS Inc. RAS Inc.'s sole business activity at this time
is its 1% general partnership interest in RAS L.P. The consolidated RAS Inc.
financial statements include the following adjusting entries:
- Elimination of RAS Inc.'s investment in RAS L.P.
- Reclassification of the 99.0% limited partnership interests in RAS
L.P. to minority interest within the balance sheet.
- Allocation of the 99.0% minority interest in the net losses of RAS
L.P. and the elimination of RAS Inc. equity interest in the
losses of RAS L.P.
10
<PAGE> 11
2. LONG-TERM DEBT
On June 29, 1998, the Securities and Exchange Commission declared the
Registration Statement effective, and the Companies initiated an exchange offer
to the holders of the Companies' outstanding Series A 13% Senior Subordinated
PIK Notes due 2007 (the "Series A Senior Subordinated Notes"), enabling each
holder to exchange Series A Senior Subordinated Notes for the Companies' Series
B 13% Senior Subordinated PIK Notes due 2007 (the "Series B Senior Subordinated
Notes" and collectively with the Series A Senior Subordinated Notes, the "Senior
Subordinated Notes"). The exchange offer expired on July 29, 1998, at which time
all Series A Senior Subordinated Notes were exchanged.
On December 31, 1997, the Companies issued, as joint and several obligors,
$100.0 million of First Mortgage Notes due March 31, 2004 (the "Mortgage Notes")
of which $60.0 million was drawn at closing and $100.0 million of Senior
Subordinated Notes. The Mortgage Notes Credit Agreement dated December 30, 1997
(the "Credit Agreement") and the Senior Subordinated Notes Indenture dated
December 31, 1997 (the "Indenture") contain various covenants and restrictions
as more fully described below.
Long-term debt is comprised of the following:
<TABLE>
<S> <C>
First Mortgage Notes due 2004 $ 60,000,000
Senior Subordinated PIK Notes due 2007 105,955,000
Original issue discount (5,689,972)
-----------------
100,265,028
Total long-term debt $ 160,265,028
=================
</TABLE>
MORTGAGE NOTES
Prior to the opening of the Resort Casino, at the option of the Companies,
interest on the Mortgage Notes will accrue at the London Interbank Offered Rate
("LIBOR") for one or three month periods plus 4.0% or at the Base Rate (higher
of Federal Reserve prime rate or federal funds rate plus 0.5%) plus 3.0%. The
interest rate was established at 11.5% on December 31, 1997 and subsequently
adjusted to 9.7% in January 1998. Interest is payable on the last business day
of each calendar quarter for Base Rate tranches and at the end of the applicable
interest period but no less frequently than quarterly for LIBOR tranches.
Subject to the satisfaction of certain conditions, the percentage above LIBOR or
the Base Rate reference rates will decrease based on the leverage of RAS L.P.
The $40.0 million of unissued Mortgage Notes can be drawn in amounts of at least
$10.0 million each on December 31, 1998 and March 31, 1999.
The Mortgage Notes are secured by a first priority security interest in all
assets of the Companies, including all real and personal property, intangibles
and furniture, fixtures and equipment. In addition, $12.4 million was deposited
in an interest escrow account for the benefit of the Mortgage Notes holders,
which will support the interest payment obligations during the five fiscal
quarters following the opening of the Resort Casino (the "Commencement Date").
This amount has been reflected as restricted assets on the accompanying balance
sheets.
Prior to the conclusion of construction, the Companies anticipate drawing the
full amount of the Mortgage Notes. Scheduled maturities of the Mortgage Notes
will be as follows (in millions):
<TABLE>
<S> <C>
1998 $ -
1999 -
2000 12.5
2001 14.5
2002 19.0
Thereafter 54.0
-------
$ 100.0
=======
</TABLE>
An additional principal payment equal to 75.0% of the first $15.0 million of
excess cash flow, as defined in the Credit Agreement, and 25.0% of the excess
cash flow above $15.0 million is due annually.
11
<PAGE> 12
The Credit Agreement contains certain covenants including those restricting
additional indebtedness, liens, change of business, sale and purchase of assets,
mergers and consolidations, investments thereafter with affiliates and financial
covenants. At September 30, 1998, management believes the Companies are in
compliance with all covenants of the Credit Agreement.
SENIOR SUBORDINATED NOTES
On December 31, 1997, the Companies issued 100,000 units consisting of $1,000
principal amount of Series A Senior Subordinated Notes and a warrant to purchase
one share of common stock (a "Corporate Warrant") in RAS Warrant Co. ("Warrant
Co."), which may be exchanged for a warrant to purchase one limited partnership
interest representing 0.00008% of the total partnership interest in RAS L.P. (an
"L.P. Warrant," and collectively with the Corporate Warrants, the "Note
Warrants") at the purchaser's election. Warrant Co. is a wholly owned subsidiary
of SCA (see "Warrants" below). The Senior Subordinated Notes are unsecured and
subordinated in right of payment to all existing and future senior indebtedness
of the Companies, as defined in the Indenture, including the Mortgage Notes.
Interest at the rate of 13.0% per annum of the principal is due semiannually
each June 15 and December 15 payable either in cash or in additional Senior
Subordinated Notes at the option of RAS L.P. through June 1999, and thereafter
is payable in cash. The Companies have elected to make the December 15, 1998
interest payment by issuing additional Senior Subordinated Notes. In addition to
the 13% coupon rate on the Senior Subordinated Notes, RAS L.P. accrues
additional interest expense of 9.2% for a total of 22.2% (see "Warrants" below).
On June 15, 1998, RAS L.P. issued additional Senior Subordinated Notes totaling
$5,955,000 in payment of interest due.
On or after December 15, 2002, the Senior Subordinated Notes may be redeemed at
the Companies' option in whole or in part at face value plus accrued and unpaid
interest at the time of redemption. In addition, at any time prior to December
15, 2000, the Companies may redeem up to 35.0% of the aggregate principal amount
of the Senior Subordinated Notes with the cash proceeds received from one or
more public equity offerings at a redemption price equal to 113.0% of the
principal amount, provided that at least $65.0 million of the original principal
amount of the Senior Subordinated Notes remains outstanding immediately after
the redemption.
The Indenture limits the incurrence of additional indebtedness, the payment of
dividends on and the redemption of certain subordinated obligations,
investments, sale of assets and subsidiary stock, transactions with affiliates
and consolidations, mergers and transfers of all or substantially all the assets
of the Companies. At September 30, 1998, management believes the Companies are
in compliance with all covenants of the Indenture.
WARRANTS
Each L.P. Warrant entitles the holder to acquire through December 15, 2007, one
L.P. Partnership Interest representing 0.00008% of the total partnership
interest in RAS L.P. at a price per L.P. Warrant of $0.01, subject to the
provisions of the partnership agreement and adjustments from time to time upon
the occurrence of certain changes in the terms of the partnership interests,
distributions, and certain issuances of options or convertible securities.
Holders of L.P. Warrants do not by virtue of being such holders have any rights
as limited partners of RAS L.P. As of September 30, 1998, there were 100,000
outstanding L.P. Warrants, all of which were held by Warrant Co.
Each Corporate Warrant entitles the holder to acquire through December 15, 2007,
one share of common stock of Warrant Co. at a price of $0.01 per share, subject
to certain adjustments from time to time upon the occurrence of certain changes
in the Common Stock of Warrant Co. Upon the exercise of a Corporate Warrant,
Warrant Co. will exercise an L.P. Warrant in RAS L.P. entitling it to the
ownership percentage in RAS L.P. discussed above. Holders of Corporate Warrants
will not, by virtue of being such holders, have any rights as stockholders of
Warrant Co. As of September 30, 1998, there were 100,000 outstanding Corporate
Warrants.
In the event that any existing limited partner proposes to sell or otherwise
transfer at least 15.0% of the total partnership interests in RAS L.P. (each an
"L.P. Partnership Interest"), the holders of the Note Warrants and L.P.
Partnership Interests shall have the right to require such existing limited
partner to cause the proposed purchaser to purchase, on the same terms and
conditions, a percentage of the number of Note Warrants and the L.P. Partnership
Interests owned by each such holder.
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In the event that any existing limited partner proposes to sell or transfer any
L.P. Partnership Interests in RAS L.P. aggregating 51.0% or more of the total
L.P. Partnership Interests, the existing Limited Partner shall have the right to
require the holders of the Note Warrants and L.P. Partnership Interests to sell
on the same terms and conditions from each of them a percentage of the number of
Note Warrants and L.P. Partnership Interests owned by each such holder.
If RAS L.P. has not completed an initial public equity offering of at least
$50.0 million of gross proceeds with respect to the L.P. Partnership Interests
on or before December 31, 2005, each holder of the Note Warrants will have, for
a 30-day period beginning on April 15, 2006, or if the Mortgage Notes are
prepaid prior to their maturity date, beginning on April 15, 2003, the one-time
right to require RAS L.P. to purchase the Note Warrants at the takeout price,
described below. RAS L.P. will have a one-time right, for a 30-day period
beginning on October 15, 2006, or if the Mortgage Notes are prepaid prior to
their maturity date, beginning on October 15, 2003, to purchase the Note
Warrants on a pro rata basis, for a purchase price equal to the takeout price.
The takeout price is defined as the greater of:
- the value of the Note Warrants as determined by a formula based on
eight times earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the fiscal year ending December 31, 2005,
or if the Mortgage Notes are prepaid, for the fiscal year ending
December 31, 2003; or
- the value of the Note Warrants as determined by a formula based on
eight times the average EBITDA for each of the fiscal years ending
December 31, 2003, 2004, and 2005, or if the Mortgage Notes are
prepaid, December 31, 2001, 2002, and 2003; or
- an amount necessary to cause the Senior Subordinated Notes and the
Note Warrants to create a bond equivalent internal rate of return of
20.0% from the issue date to the date of purchase.
RAS L.P. records interest expense at a total rate of 22.2% to account for the
put option. Interest in excess of the stated Senior Subordinated Notes coupon
rate is credited to warrant liability and will be settled either in the terms
above or upon the exercise of the warrants.
LEASE FINANCING AND UNSECURED DEBT
Under the terms of the Credit Agreement and the Indenture, RAS L.P. may obtain
additional sources of liquidity, if necessary, including (i) up to $15.0 million
of capital lease financing for furniture, fixtures and equipment, (ii) up to
$5.0 million of unsecured debt and (iii) operating lease financing.
On August 6, 1998, RAS L.P. executed a commitment with a lease financing company
for the credit facilities summarized below. The Companies anticipate closing on
the facilities in December 1998.
- Capital lease facility for up to approximately $15.0 million;
- Operating lease facility for up to approximately $13.1 million; and
- Unsecured credit facility for $5.0 million.
The capital lease facility may be used to finance various furniture, fixtures
and equipment acceptable to the leasing company. The term of the facility will
be 48 months at an anticipated interest rate of 10.6%. Maximum annual payments,
including principal and interest, will be approximately $4.6 million. Upon
expiration of the term, RAS L.P. may purchase the equipment for $1.
The operating lease facility may be used to lease new gaming devices, related
systems, vehicles and equipment acceptable to the leasing company. The term of
the facility will be 48 months at an anticipated imputed interest rate of 10.4%.
Maximum annual payments under the facility will be approximately $3.5 million.
Upon expiration of the term, RAS L.P. will be granted an option to (i) purchase
all but not less than all of the equipment, by equipment category, at fair
market value as determined by an independent appraiser, (ii) renew the facility
for 12 months or (iii) return the equipment to the leasing company.
The unsecured credit facility will be available for 12 months beginning March 1,
1999. RAS L.P. will be required to give 45 days notice for each draw, which must
be a minimum of $1.0 million and a maximum of $2.0 million. RAS L.P. will be
required to pay 2.0% of each draw as a credit facility, legal and syndication
fee at the time of closing each draw. Each loan will include a 2.0% original
issue discount and be converted to a 24-month term note fully amortizing at an
interest rate of 13.0%.
A commitment fee totaling $140,500 was paid on execution of the lease facility
commitment. The fee will be applied to the leasing company's transaction costs
at closing, and any balance will be applied to the security deposit of the
leases.
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3. CONSTRUCTION MANAGER DISPUTE
To date, the Companies have received official Requests for Change Orders and
notices of additional possible Requests for Change Orders aggregating
approximately $21.0 million from J. A. Jones Construction ("Jones") which is
the construction manager pursuant to the December 22, 1997 Construction
Management Contract (the "Construction Contract") between RAS L.P. and Jones
for the construction of the Resort Casino. The Companies believe, and have
notified Jones, that substantially all of these Requests for Change Orders
relate to construction services for the Resort Casino required to be provided
to RAS L.P. by Jones pursuant to the current requirements of the Construction
Contract, which are not appropriately the subject of Requests for Change
Orders, and which are disputed by the Companies in any event (the "Disputed
Services"). The Companies further have advised Jones that the Companies intend
to hold Jones responsible for any damages incurred by the Companies as a result
of any failure by Jones to perform any of the Disputed Services which are
required to be provided by Jones under the current terms of the Construction
Contract. The Companies also believe that, in the event any of the Disputed
Services ultimately are determined not to be included within the current scope
of services required by the Construction Contract, the Companies may possess
substantial claims against other parties as a result of a failure to cause
those services to be included within the scope of services required to be
provided under the Construction Contract.
The Companies and Jones currently are attempting to negotiate a resolution of
this dispute which would eliminate the substantial potential expense, delay and
uncertainty of resolving this dispute through litigation or arbitration. A
settlement proposal currently under consideration by the Companies and Jones
would require an increase in the price to be paid by RAS L.P. under the
Construction Contract in consideration of, among other things, Jones providing
to RAS L.P. certain further assurances concerning the cost, timing, opening
date and other aspects of completion of the Resort Casino (the "Settlement
Proposal"). If implemented, the Settlement Proposal would cause the aggregate
cost of development and completion of the Resort Casino to exceed the $267.5
million limitation (inclusive of amounts incurred pursuant to the Construction
Contract and otherwise) on the cost of completion of the Resort Casino imposed
by the Credit Agreement and, pursuant to the Credit Agreement, would require
the consent of the lenders of the Mortgage Notes (the "Mortgage Note Lenders").
Any additional debt financing necessary to implement the Settlement Proposal,
which the Companies do not anticipate requiring at this time, would require
the approval of the Mortgage Note Lenders and the Senior Subordinated Note
holders. Although the Companies will seek the consent of the Mortgage Note
Lenders and the Senior Subordinated Note holders if the Companies and Jones
agree (subject to the consent of the Mortgage Note Lenders and the Senior
Subordinated Note holders) to effectuate the Proposed Settlement, there can be
no assurance that the Mortgage Note Lenders will consent to the Proposed
Settlement or that the Mortgage Note Lenders or Senior Subordinated Note
holders will consent to the issuance of additional debt.
If the Proposed Settlement or other resolution of the dispute is not
effectuated for any reason, including, but not limited to, the failure to obtain
the consent of the Mortgage Note Lenders or the Senior Subordinated Note
holders, the Companies believe that the Resort Casino will be completed in
material compliance with all applicable covenants of the Credit Agreement and
Indenture and other obligations of the Companies and will open to the public in
the second quarter of 1999. Notwithstanding the dispute with Jones, the
Companies believe they remain in compliance with all applicable covenants and
conditions of the Credit Agreement and the Indenture. In the event the Proposed
Settlement or some other resolution of the dispute is not effectuated, the
Companies will retain all rights and remedies against Jones and any other
parties and prosecute all such rights if, and to the extent that, such
prosecution is in the best interests of the Companies.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the information contained in the financial statements,
including the notes thereto included in this report.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain "forward-looking statements" which represent the
Companies' expectations or beliefs, including, but not limited to, statements
concerning industry performance and the Companies' operations, performance,
financial condition, plans, growth and strategies. Any statements contained in
this Form 10-Q that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "anticipate," "intend," "could,"
"estimate," or "continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
including, but not limited to, those relating to development and construction
activities, market fluctuations, gaming, liquor and other regulatory matters,
taxation, dependence on existing management, leverage and debt service
(including sensitivity to fluctuations in interest rates), domestic or
international economic conditions, changes in federal and state laws or the
administration of such laws and changes in
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gaming laws or regulations (including the legalization of gaming in certain
jurisdictions). Certain of these risks and uncertainties are beyond the
Companies' control, and actual results may differ materially depending on a
variety of important factors, including those described in this Form 10-Q.
DEVELOPMENT ACTIVITIES
RAS L.P. is constructing, and will own and operate, the Resort Casino, which is
expected to include two luxury five-star hotel facilities, a casino, a spa and
fitness center, and a retail, meeting and entertainment complex in Las Vegas,
Nevada. The Resort Casino is expected to commence operations in the second
quarter of 1999. Construction of the Resort Casino began in January 1998.
Construction projects of this nature entail significant risks, and the
anticipated costs and construction schedule are based upon budgets, conceptual
design documents and schedule estimates. As construction progresses, there is
always a possibility that delay claims and construction change orders may occur.
RESULTS OF OPERATIONS
RAS Inc. was incorporated in Nevada in June 1996, and RAS L.P. was formed in
Nevada in August 1996. The Companies are in the development stage and as a
result have no significant operating results. RAS L.P.'s financial results
reflected a net loss of $2.8 million for the quarter ended September 30, 1998
and a net loss of $10.3 million for the nine months ended September 30, 1998.
The general and administrative costs represent the proportion of expenses
incurred that have not been capitalized as preopening costs. Interest income is
from the investment of the remaining proceeds of the Mortgage Notes, Senior
Subordinated Notes and capital contributions. Interest expense consists of the
interest payable on the Mortgage Notes, nominal interest at 13.0% for the Senior
Subordinated Notes, and an accrual of 9.2% to account for the put option feature
of the Note Warrants. (See Footnote 2 to Financial Statements, "Warrants".) RAS
L.P. capitalized interest of $3.6 million for the quarter ended September 30,
1998 and $6.9 million for the nine months ended September 30, 1998.
PREOPENING COSTS
It is RAS L.P.'s policy to capitalize development costs as incurred and charge
such costs to expense at the commencement of operations. These costs include
legal fees, personnel, travel, and other costs related to the development of the
Resort Casino.
In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5
entitled "Reporting on the Costs of Start-up Activities" ("SOP 98-5") which
requires entities to expense costs of preopening activities as they are
incurred. SOP 98-5 is effective for fiscal years beginning after December 15,
1998. Accordingly, the Companies will adopt the statement in fiscal year 1999.
Upon adoption, the Companies are required to report the initial adoption as a
cumulative effect of a change of accounting principle as described in Accounting
Principles Board Opinion No. 20, "Accounting Changes," during the first quarter
of its fiscal year 1999 and expense subsequent preopening costs as incurred. The
cumulative effect upon adoption will result in a one-time charge to income in an
amount equal to the net book value of the Companies' preopening costs. Under the
Companies' existing policy, the preopening expenses would have been expensed
upon the opening of the Resort Casino.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1998, approximately $134.1 million of the estimated total
project cost of $267.5 million had been expended or incurred to fund
construction and development of the Resort Casino ($51.4 million as of December
31, 1997). Of the costs incurred, approximately $86.0 million represents land,
construction in progress and furniture, fixtures and equipment ($21.0 million as
at December 31, 1997), and the balance represents related development costs,
financing costs and funds deposited into the Mortgage Notes interest escrow
account.
The remaining construction and development costs for the Resort Casino are
expected to be funded from a combination of (i) undisbursed proceeds from the
offering of the Mortgage Notes of $100.0 million, (ii) the remaining balance of
the $100.0 million gross proceeds from the Senior Subordinated Notes, and
(iii) other credit facilities available within the terms of the Credit
Agreement.
The Mortgage Notes consist of up to $100.0 million of loans ("Construction
Loans") which may be used to finance construction of the Resort Casino, with the
principal amount of Construction Loans outstanding on the Commencement Date to
convert into term loans (the "Term Loans"). Construction Loans and Term Loans
may not be re-borrowed once repaid. Advances on the Construction Loans
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may be made on December 31, 1998 and March 31, 1999, for at least $10 million
each. In addition, a portion, if any, of the maximum $100.0 million not incurred
as Construction Loans (but not in excess of $10.0 million) will be made
available on and after the Commencement Date under a revolving credit facility
which will be available from the Commencement Date to March 31, 2004 (the
"Maturity Date"). Under the terms of the Credit Agreement and the Indenture, RAS
L.P. may obtain additional sources of liquidity, if necessary, including (i) up
to $15.0 million of capital lease financing for furniture, fixtures and
equipment, (ii) up to $5.0 million of unsecured debt and (iii) operating lease
financing.
On August 6, 1998, RAS L.P. executed a commitment with a lease financing company
for the credit facilities summarized below. The Companies anticipate closing on
the facilities in December 1998.
- Capital lease facility for up to approximately $15.0 million;
- Operating lease facility for up to approximately $13.1 million; and
- Unsecured credit facility for $5.0 million.
The capital lease facility may be used to finance various furniture, fixtures
and equipment acceptable to the leasing company. The term of the facility will
be for 48 months at an anticipated interest rate of 10.6%. Maximum annual
payments, including principal and interest, will be approximately $4.6 million.
Upon expiration of the term, RAS L.P. may purchase the equipment for $1.
The operating lease facility may be used to finance new gaming devices, related
systems, vehicles and equipment acceptable to the leasing company. The term of
the facility will be 48 months at an anticipated imputed interest rate of 10.4%.
Maximum annual payments under the facility will be approximately $3.5 million.
Upon expiration of the term, RAS L.P. will be granted an option to (i) purchase
all but not less than all of the equipment, by equipment category, at fair
market value as determined by an independent appraiser, (ii) renew the facility
for 12 months or (iii) return the equipment to the leasing company.
The unsecured credit facility will be available for 12 months beginning March 1,
1999. RAS L.P. will be required to give 45 days notice for each draw, which must
be a minimum of $1.0 million and a maximum of $2.0 million. RAS L.P. will be
required to pay 2.0% of each draw as a credit facility, legal and syndication
fee at the time of closing each draw. Each loan will include a 2.0% original
issue discount and be converted to a 24-month term note fully amortizing at an
interest rate of 13.0%.
A commitment fee totaling $140,500 was paid on execution of the lease facility
commitment. The fee will be applied to the leasing company's transaction costs
at closing, and any balance will be applied to the security deposit of the
leases.
Based on management's most recent review of all project costs, management
expects to utilize all or a portion of the two leasing facilities prior to the
opening of the Resort Casino. Management may utilize all or a portion of the
unsecured credit facility prior to opening.
To date, management has signed change orders in the amount of $2.4 million and
expects to sign additional change orders in the amount of $3.6 million, subject
to adjustment based upon the resolution of the Disputed Services. These amounts
are provided for in the total project budget of $267.5 million.
The funds provided by these sources are expected to be sufficient to develop,
construct and commence operations of the Resort Casino. Regardless of whether
the Companies resolve their dispute with Jones regarding the Disputed Services,
management believes that the current credit facilities are sufficient to
develop, construct and commence operations of the Resort Casino. Management's
belief in both instances is based upon the assumption that there are no
significant delays, material cost or construction cost overruns and that any
delays, material cost and construction cost overruns are covered by (i) RAS
L.P.'s contingency and construction completion reserves of $5.3 million, (ii)
the subordination of SCA's $3.0 million development fee, (iii) the resolution
of the Disputed Services to quantify any future obligations, and (iv) various
insurance policies. See Note 3 to Financial Statements and Part II, Item 5,
"Other Information."
Based on current cash balances and anticipated expenditures, management
estimates a cash balance upon opening of $21.7 million, consisting of (i) $1.9
million for casino bankroll; (ii) $0.2 million for slot machine coin inventory;
(iii) $12.4 million of Mortgage Notes interest escrow; (iv) $6.7 million of
general contractor retention; and (v) $0.5 million of construction and
preopening payables.
Beginning with the anticipated opening of the Resort Casino in the second
quarter of 1999, the Companies expect to fund their operations, capital
requirements and debt service from (i) operating cash flow; (ii) a forecasted
cash balance upon opening of $21.7 million; (iii) any remaining sale leaseback
financing allowed under the Credit Agreement and the Indenture; and (iv) any
unused portion of the unsecured $5.0 million credit facility. Such financing is
subject to certain conditions, including completion of the Resort Casino.
Management believes that forecasted cash balances, forecasted operating cash
flow and additional borrowings allowed under the Credit Agreement and the
Indenture will provide the Partnership with sufficient resources to meet its
existing debt obligations and
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foreseeable capital expenditure requirements.
Although no additional funding for the Resort Casino is currently contemplated
(other than described above), RAS L.P. may seek, if necessary, to the extent
permitted under terms of the Credit Agreement and the Indenture, additional
financing through additional bank borrowings or debt or equity financing. There
can be no assurance that additional financing, if needed, will be available to
RAS L.P. and, if available, that the financing will be on favorable terms.
Finally, there can be no assurance that new business development or other
unforeseen events will not occur resulting in the need to raise additional
funds.
YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. As a result, those
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions or engage in similar normal
business activities. Management believes that the Companies' systems are
compliant or will be compliant by mid-1999. All maintenance and modifications
costs are being expensed as incurred, while the costs of new software, when
material, are being capitalized and amortized over its expected useful life. The
cost of the Year 2000 compliance program has not been and is not anticipated to
be material to the Companies' financial position or results of operations.
PROPOSITION 5 IN CALIFORNIA
On November 3, 1998, the electorate in the State of California approved
Proposition 5, which was proposed by several California Indian Tribes. This
referendum purports to legalize games currently operated by certain tribes in
contravention of California and Federal law and could lead to the expansion of
gaming operations by California Indian tribes, which could have a material
adverse effect on the Companies. The Companies anticipate that a legal challenge
to Proposition 5 has been, or will soon be, filed in California State court
challenging the validity of Proposition 5 under the California constitution.
The Companies are in the process of evaluating the potential impact of
Proposition 5 on the Companies. As this process is anticipated to be ongoing and
also materially related to the anticipated legal challenge referenced above, the
Companies cannot predict the impact of Proposition 5 on the Companies at this
time.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Companies are exposed to market risk in the form of fluctuations in interest
rates and their potential impact upon the Companies' variable-rate debt. The
Companies manage this market risk by utilizing derivative financial instruments
in accordance with established policies and procedures. The Companies evaluate
their exposure to market risk by monitoring interest rates in the marketplace.
The Companies do not utilize derivative financial instruments for trading
purposes.
With respect to derivative financial instruments, the Companies manage their
exposure to counter party credit risk by entering into agreements with highly
rated institutions that can be expected to fully perform under the terms of such
agreements. The significant exposure to fluctuations is the $100.0 million
Mortgage Notes, of which $50.0 million is covered under a cap of 11% until March
31, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the opinion of management, with the exception of the Disputed Services with
Jones, the Companies are not engaged in any litigation or other legal dispute
that would have a material adverse impact on the Companies. See Note 3 to
Financial Statements and Part II, Item 5, "Other Information."
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ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
On June 29, 1998, the Securities and Exchange Commission declared the
Companies' Registration Statement effective, which registered the Companies'
Series B Senior Subordinated Notes. On June 29, 1998, the Companies initiated
an exchange offer to the holders of the Companies' outstanding Series A Senior
Subordinated Notes, enabling each holder of Series A Senior Subordinated Notes
to exchange unregistered Series A Senior Subordinated Notes for registered
Series B Senior Subordinated Notes. All of the Series A Senior Subordinated
Notes were exchanged for Series B Senior Subordinated Notes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
To date, the Companies have received official Requests for Change Orders and
notices of additional possible Requests for Change Orders aggregating
approximately $21.0 million from Jones which is the construction manager
pursuant to the Construction Contract. The Companies believe, and have notified
Jones, that substantially all of these Requests for Change Orders relate to
construction services for the Resort Casino required to be provided to RAS L.P.
by Jones pursuant to the current requirements of the Construction Contract,
which are not appropriately the subject of Requests for Change Orders, and
which are disputed by the Companies in any event. The Companies further have
advised Jones that the Companies intend to hold Jones responsible for any
damages incurred by the Companies as a result of any failure by Jones to
perform any of the Disputed Services which are required to be provided by Jones
under the current terms of the Construction Contract. The Companies also
believe that, in the event any of the Disputed Services ultimately are
determined not to be included within the current scope of services required by
the Construction Contract, the Companies may possess substantial claims against
other parties as a result of a failure to cause those services to be included
within the scope of services required to be provided under the Construction
Contract.
The Companies and Jones currently are attempting to negotiate a resolution of
this dispute which would eliminate the substantial potential expense, delay and
uncertainty of resolving this dispute through litigation or arbitration. A
settlement proposal currently under consideration by the Companies and Jones
would require an increase in the price to be paid by RAS L.P. under the
Construction Contract in consideration of, among other things, Jones providing
to RAS L.P. certain further assurances concerning the cost, timing, opening
date and other aspects of completion of the Resort Casino. If implemented, the
Settlement Proposal would cause the aggregate cost of development and
completion of the Resort Casino to exceed the $267.5 million limitation
(inclusive of amounts incurred pursuant to the Construction Contract and
otherwise) on the cost of completion of the Resort Casino imposed by the Credit
Agreement and, pursuant to the Credit Agreement, would require the consent of
the Mortgage Note Lenders. Any additional debt financing necessary to implement
the Settlement Proposal, which the Companies do not anticipate requiring at
this time, would require the approval of the Mortgage Note Lenders and the
Senior Subordinated Note holders. Although the Companies will seek the consent
of the Mortgage Note Lenders and the Senior Subordinated Note holders if the
Companies and Jones agree (subject to the consent of the Mortgage Note Lenders
and the Senior Subordinated Note holders) to effectuate the Proposed
Settlement, there can be no assurance that the Mortgage Note Lenders will
consent to the Proposed Settlement or that the Mortgage Note Lenders or Senior
Subordinated Note holders will consent to the issuance of additional debt.
If the Proposed Settlement or other resolution of the dispute is not
effectuated for any reason, including, but not limited to, the failure to
obtain the consent of the Mortgage Note Lenders or the Senior Subordinated
Note holders, the Companies believe that the Resort Casino will be completed in
material compliance with all applicable covenants of the Credit Agreement and
Indenture and other obligations of the Companies and will open to the public in
the second quarter of 1999. Notwithstanding the dispute with Jones, the
Companies believe they remain in compliance with all applicable covenants and
conditions of the Credit Agreement and the Indenture. In the event the Proposed
Settlement or some other resolution of the dispute is not effectuated, the
Companies will retain all rights and remedies against Jones and any other
parties and prosecute all such rights if, and to the extent that, such
prosecution is in the best interests of the Companies.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a) EXHIBITS
2.1 December 22, 1997 Purchase Agreement.*
3.1 Certificate of Limited Partnership of The Resort at Summerlin, Limited Partnership.*
3.2 Agreement of Limited Partnership, as amended, of The Resort at Summerlin, Limited Partnership.*
3.3 Articles of Incorporation of The Resort At Summerlin, Inc.*
3.4 Bylaws of The Resort at Summerlin, Inc.*
4.1 December 31, 1997 Indenture.*
4.2 December 30, 1997 Exchange and Registration Rights Agreement.*
4.3 December 30, 1997 Registration Rights and Limited Partners' Agreement.*
4.4 December 30, 1997 Warrant Agreement for Partnership Warrants.*
4.5 December 30, 1997 Warrant Agreement for Corporate Warrants.*
4.6 Disbursement Agreement dated December 31, 1997.*
4.7 Subordinated Notes Proceeds Accounts Agreement dated December 31, 1997.*
4.8 Mortgage Notes Proceeds Account Agreement dated December 31, 1997.*
4.9 Interest Escrow Account Agreement dated December 31, 1997.*
4.10 Partnership Funds Account Agreement dated December 31, 1997.*
4.11 December 31, 1997 Global Note.*
4.12 Form of Partnership Warrants.*
4.13 Form of Corporate Warrants.*
10.1 December 22, 1997 Construction Contract.*
10.2 December 16, 1997 License Agreement between RAS and Regent Hotels Worldwide, Inc.*
10.3 December 29, 1997 Architect Agreement between RAS and Paul Steelman, Ltd.*
10.4 August 15, 1996 Development Declaration and Option to Repurchase between RAS and Howard Hughes
Properties, Limited Partnership.*
10.5 August 15, 1996 Royalty Agreement between RAS and Howard Hughes Properties, Limited Partnership.*
10.6 December 22, 1997 Guaranty of Completion of J.A. Jones, Inc.*
10.7 December 31, 1997 Credit Agreement.*
10.8 December 30, 1997 Subordinated Notes Proceeds Agreement.*
</TABLE>
19
<PAGE> 20
<TABLE>
<S> <C>
10.9 Golf Course Agreement.*
10.10 January 13, 1998 Construction Management Contract.*
27.1 Financial Data Schedule.**
27.2 Financial Data Schedule.**
</TABLE>
- ------------------
* Filed previously.
** Filed herewith.
(b) REPORTS ON FORM 8-K
Not applicable.
20
<PAGE> 21
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to the signed on its behalf by the
undersigned thereunto duly authorized.
The Resort at Summerlin, Limited
Partnership (Registrant)
By: The Resort at Summerlin, Inc., a
Nevada corporation, its general partner
Date: November 16, 1998 By: /s/ Brian McMullan
------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: November 16, 1998 By: /s/ John J. Tipton
------------------
John J. Tipton
Sr. Vice President, Chief
Financial Officer and
General Counsel, The
Resort at Summerlin, Inc.,
General Partner (Principal
Financial Officer)
The Resort at Summerlin, Inc.
(Registrant)
Date: November 16, 1998 By: /s/ Brian McMullan
------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: November 16, 1998 By: /s/ John J. Tipton
------------------
John J. Tipton
Sr. Vice President, Chief Financial
Officer and General Counsel
(Principal Financial Officer)
21
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