<PAGE>
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, 2000
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: 333-49717 and 333-49717-01
ALADDIN GAMING HOLDINGS, LLC
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-0379607
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation ororganization)
3667 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109
------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
(702) 785-5555
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
ALADDIN CAPITAL CORP.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-0379606
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation ororganization)
3667 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109
------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
(702) 785-5555
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has 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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--------- -------
Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date.
ALADDIN GAMING HOLDINGS, LLC
Not applicable
ALADDIN CAPITAL CORP.
2,500 shares of common stock, no par value as of September 30, 2000.
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
------------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 2000 and December 31, 1999....................................... 1
Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 2000 and 1999................ 2
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 1999.......................... 3-4
Notes to the Consolidated Financial Statements................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................... 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................................................ 14
Item 6. Exhibits and Reports on Form 8-K................................................. 15
Signatures ................................................................................. 16
Exhibit Index ................................................................................. 17
</TABLE>
ii
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(In Thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
---------------------- ----------------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and Equivalents $ 30,372 $ 1,669
Restricted Land 6,842 6,842
Accounts Receivable, Net 8,083 9
Inventory 1,967 59
Other Current Assets 5,694 542
---------------------- ----------------------
Total Current Assets 52,958 9,121
---------------------- ----------------------
Property, Plant and Equipment, Net 657,117 346,337
Other Assets:
Restricted Cash 9,860 80,471
Other Assets 1,899 2,067
Debt Issuance Costs, Net of Accumulated Amortization of
$9,802 and $6,442, Respectively 32,753 30,704
---------------------- ----------------------
Total Other Assets 44,512 113,242
---------------------- ----------------------
Total Assets $ 754,587 $ 468,700
====================== ======================
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:
Accounts Payable - Trade $ 5,500 $ 2,752
Construction Payable 13,661 12,193
Obligation to Transfer Land 6,842 6,842
Accrued Payroll and Related Expenses 8,808 921
Accrued Interest 9,917 2,183
Current Portion of Long-Term Debt 22,900 4,700
Other Accrued Expenses 12,603 1,147
---------------------- ----------------------
Total Current Liabilities 80,231 30,738
---------------------- ----------------------
Long-term Liabilities:
Long-term Debt, Net of Discount 608,378 403,393
Related Party Payables and Other Liabilities 10,316 7,333
---------------------- ----------------------
Total Long-term Liabilities 618,694 410,726
---------------------- ----------------------
Total Liabilities 698,925 441,464
Members' Equity:
Preferred Membership Interest 147,550 75,044
Common Membership Interest 58,608 28,608
Retained Earnings (150,496) (76,416)
---------------------- ----------------------
Total Members' Equity 55,662 27,236
---------------------- ----------------------
Total Liabilities and Members' Equity $ 754,587 $ 468,700
====================== ======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(In Thousands)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Casino $ 19,405 $ - $ 19,405 $ -
Hotel 11,270 - 11,270 -
Food and Beverage 8,348 - 8,348 -
Entertainment and Other Income 1,573 - 1,573 -
------------------- ----------------- ----------------- -----------------
Gross Revenues 40,596 - 40,596 -
Less: Promotional Allowances 3,815 - 3,815 -
------------------- ----------------- ----------------- -----------------
Net Revenues 36,781 - 36,781 -
------------------- ----------------- ----------------- -----------------
Costs and Expenses:
Casino 14,590 - 14,590 -
Hotel 3,435 - 3,435 -
Food and Beverage 8,099 - 8,099 -
Other Operating Expenses 391 - 391 -
Pre-opening Expenses 19,227 3,369 31,646 8,210
Depreciation and Amortization 6,081 - 6,081 -
Selling, General and Administrative 13,419 - 13,419 -
------------------- ----------------- ----------------- -----------------
Total Costs and Expenses 65,242 3,369 77,661 8,210
------------------- ----------------- ----------------- -----------------
------------------- ----------------- ----------------- -----------------
Income (Loss) From Operations (28,461) (3,369) 40,880 (8,210)
------------------- ----------------- ----------------- -----------------
Interest Income (Expense):
Interest Income 301 1,979 1,685 6,872
Interest Expense (20,173) (12,865) (49,588) (38,463)
Capitalized Interest 8,118 8,000 36,195 18,985
------------------- ----------------- ----------------- -----------------
Total Interest Income (Expense), Net (11,754) (2,886) (11,708) (12,606)
------------------- ----------------- ----------------- -----------------
Net Loss $ (40,215) $ (6,255) $ (52,588) $ (20,816)
=================== ================= ================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(In Thousands)
<TABLE>
<CAPTION>
FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
(UNAUDITED) (UNAUDITED)
------------------- ----------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Loss $ (52,588) $ (20,816)
Adjustments to Reconcile Net Income to Net
Cash Provided by (used in) Operating
Activities:
Depreciation and Amortization 6,081 89
Amortization of debt issuance costs 3,448 2,678
Changes in Operating Assets and
Liabilities:
Accounts Receivable, net (8,074) -
Other Assets (6,980) 1,088
Accounts Payable - Trade 2,748 (1,827)
Accrued Payroll and Related
Expenses 7,887 -
Other Accrued Expenses
(Post-opening) 37,390 2,007
------------------- ----------------------
Net Cash Used in Operating Activities (10,088) (16,781)
------------------- ----------------------
Cash Flows from Investing Activities:
Decrease in Cash and Cash
Equivalents - Restricted 70,611 111,229
Capital Expenditures (278,293) (156,078)
------------------- ----------------------
Net Cash Used in Investing Activities (207,682) (44,849)
------------------- ----------------------
Cash Flows from Financing Activities:
Net Proceeds from Long-term Debt 167,885 14,479
Debt Issuance Costs (5,409) -
Members' Contributions 81,014 46,151
Payable to Related Parties 2,983 2,207
------------------- ----------------------
Net Cash Provided by Financing Activities 246,473 62,837
------------------- ----------------------
Net Increase (Decrease) in Cash and Cash
Equivalents 28,703 1,207
Cash and Cash Equivalents - Beginning of
Period 1,669 1,248
------------------- ----------------------
Cash and Cash Equivalents - End of Period $ 30,372 $ 2,455
=================== ======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(continued)
<TABLE>
<CAPTION>
FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash Paid for Interest, Net of Amount
Capitalized $ (15,561) $ (798)
Non-cash Investing and Financing
Activities:
Increase in Construction Payables 1,468 4,705
Preferred Dividends 21,492 -
Energy Service Obligation 37,100 -
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
The accompanying condensed consolidated financial statements present
the financial position, results of operations and cash flows of Aladdin
Gaming Holdings, LLC and its wholly-owned subsidiaries, Aladdin Gaming, LLC,
Aladdin Capital Corp., and Aladdin Music Holdings, LLC (collectively, the
"Company"). The Company commenced operations on August 18, 2000, as such, the
Company was operational for forty-four days.
PRINCIPLES OF PRESENTATION
The condensed consolidated financial statements have been prepared
in accordance with the accounting policies described in the Company's 1999
Annual Report on Form 10-K. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it
is suggested that these financials be read in conjunction with the Notes to
Consolidated Financial Statements which appear in that report. Accounting
policies utilized in the preparation of the financial information herein
presented are the same as set forth in Gaming Holdings' annual financial
statements except as modified for interim accounting policies. The interim
condensed consolidated financial information is unaudited.
In the opinion of management, the accompanying financial statements
include all adjustments (of a normal recurring nature) which are necessary for a
fair presentation of the results for the interim periods presented. Certain
information and footnote disclosures normally included in financial statements
have been condensed or omitted pursuant to such rules and regulations of the
Securities and Exchange Commission.
RECLASSIFICATION
Certain amounts in the 1999 Condensed Consolidated Financial Statements
have been reclassified to conform with the presentation for the year 2000. These
reclassifications had no effect on the Company's net income.
PROMOTIONAL ALLOWANCES
Promotional allowances represent goods and services given to customers
as inducements to gamble which, if sold, would be accounted for as revenue.
Examples of promotional allowances include rooms, food, beverages and
entertainment. The cost of providing promotional allowances is included in costs
and expenses.
REVENUES AND EXPENSES
Casino revenue is the net win from gaming activities (the difference
between gaming wins and losses). Casino revenues are net of incentive
discounts to casino patrons and accruals for anticipated payouts of
progressive and certain other slot machine jackpots. Revenues include the
retail value of rooms, food and beverage, and other items provided to
customers on a complimentary basis. A corresponding amount is deducted as
promotional
5
<PAGE>
allowances. The costs of such complimentaries are included in hotel, food and
beverage expenses in the accompanying Condensed Consolidated Statements of
Operations.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, except in the case of
capitalized lease assets, which are stated at the lower of the present value of
the future minimum lease payments or fair market value at the inception of the
lease. Expenditures for additions, renewals, and improvements are capitalized.
Costs of repairs and maintenance are expensed when incurred.
Depreciation and amortization of property and equipment is computed
using the straight-line method over the following estimated useful lives:
<TABLE>
<S> <C>
Building and Leasehold Improvements 30 years
Furniture and Equipment 5 years
Energy Service Asset 17-20 years
</TABLE>
2. BUSINESS DESCRIPTION AND BASIS OF PRESENTATION
Aladdin Gaming Holdings, LLC, a Nevada limited liability company
("Gaming Holdings"), through its wholly-owned subsidiary, Aladdin Gaming, LLC
("Gaming"), developed, constructed and began operating a new hotel and casino
on August 18, 2000, the Aladdin Resort and Casino ("Aladdin"), as the
centerpiece of an approximately 35-acre resort, casino and entertainment
complex in Las Vegas, Nevada. Gaming Holdings, through its subsidiaries, also
owns 100% of Aladdin Music, LLC ("Aladdin Music"). Gaming evaluated its
options in connection with an approximately 5-acre parcel of land which
evaluation included: (a) seeking a joint venture partner and financing for a
second hotel casino; or (b) selling the parcel to a third party. In October,
2000, Gaming entered into a non-binding term sheet to sell the parcel to a
third party who plans on developing a 350-room five-star non-gaming hotel as
well as an approximately 800,000-square-foot luxury condominium development.
There can be no assurance that Gaming will reach a definitive agreement on
the terms of such sale.
6
<PAGE>
3. CLASSES OF INTEREST
Gaming Holdings has Preferred Membership Interests comprised of the following:
<TABLE>
<CAPTION>
LONDON CLUBS SOMMER
NEVADA, INC. ENTERPRISES, LLC TOTAL
------------- ---------------- --------
(In Thousands)
<S> <C> <C> <C>
Series A............................................. $124,685 $- $124,685
Series CC............................................ 3,363 - 3,363
Series D............................................. 13,103 - 13,103
Series E............................................. - 6,399 6,399
------------- ---------------- --------
TOTAL................................................ $141,151 $6,399 $147,550
============= ================ ========
</TABLE>
Prior to April 25, 2000, there was outstanding $30 million in the
aggregate Series C Convertible Preferred Membership Interests which earned a
return equal to twenty percent (20%) per annum, cumulative and compounded
semi-annually from October 1, 1999. On April 25, 2000, London Clubs
International, plc ("London Clubs"), through its subsidiary London Clubs Nevada,
Inc. ("LCNI"), converted all of the Series C Convertible Preferred Membership
Interests into fifteen percent (15%) of the Gaming Holdings Common Membership
Interests. After such conversion, LCNI owns 40% of the Gaming Holdings Common
Membership Interests, Sommer Enterprises owns 32% of the Gaming Holdings Common
Membership Interests, Gaming Enterprises owns 25% of the Gaming Holdings Common
Membership Interests and GAI owns 3% of the Gaming Holdings Common Membership
Interests. The Series CC Preferred Membership Interests shall earn a return
equal to twenty percent (20%) per annum, cumulative and compounded
semi-annually. The Series A Preferred Membership Interests earn a return equal
to twelve percent (12%) per annum, cumulative and compounded semi-annually.
Pursuant to a Letter Agreement between the Sommer Trust and London Clubs, dated
February 23, 2000, the Series D Preferred Membership Interests and the Series A
Preferred Membership Interests shall earn a combined preferred return equal to
the return earned on the Series E Preferred Membership Interests (i.e., thirty
percent (30%) per annum, cumulative and compounded semi-annually). The Series E
Preferred Membership Interests earn a return equal to thirty percent (30%) per
annum, cumulative and compounded semi-annually. With respect to the allocation
of Profits and Losses, and Distributions (including distributions in
liquidation), the following is the order of priority of the Preferred Shares:
Series A Preferred Membership Interests, Series D Preferred Membership
Interests, Series C Convertible Membership Interests, and Series CC Preferred
Membership Interests, and collectively (pari passu) Series E and B Preferred
Membership Interests.
If cash equity contributions are made to Gaming Holdings pursuant to
the Keep-Well Agreement, Series A Preferred Membership Interests, or in the case
of any payment required by London Clubs to repay in part Gaming's Bank Credit
Facility pursuant to Section 13 of the Keep-Well Agreement, Series B Preferred
Membership Interests, shall be issued in return for such cash equity
contributions. As of September 30, 2000, no Series A or Series B Preferred
Membership Interests have been issued pursuant to the Keep-Well Agreement. If
issued, the Series B Preferred Shares will earn a return equal to the weighted
average interest costs related to Gaming's Bank Credit Facility.
7
<PAGE>
4. INCOME TAXES
Gaming Holdings will file federal information tax returns only. Each
member reports taxable income or loss on their respective tax returns.
5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 requires that
entities record all derivatives as assets or liabilities measured at fair value,
with the change in fair value recognized in earnings or in other comprehensive
income, depending on the use of the derivative and whether it qualifies for
hedge accounting. SFAS 133 amends or supercedes several current accounting
statements. In July, 1999, the FASB issued SFAS No. 137 which delays the
effective date of SFAS No. 133 from fiscal year 2000 to fiscal year 2001. Gaming
Holdings is in the process of analyzing SFAS No. 133 and the impact on its
consolidated financial position and results of operations.
6. RELATED PARTY TRANSACTIONS
Since January 1, 2000, LCNI has funded approximately $725,000 of
deposits relating to the payment for certain furniture, fixtures and equipment
that is leased under Gaming's operating lease facility with General Electric
Capital Corporation. The deposits will be refunded directly to LCNI by the
lessors and therefore such amount has not been reflected in the accompanying
financial statements. As of November 9, 2000, $343,709 has been refunded
directly to LCNI.
7. COMMITMENTS AND CONTINGENCY
In August, 2000, Gaming and Fluor Daniel, Inc. ("Fluor"), the
design/builder of the Aladdin, entered into an agreement with regard to the
arbitration between the parties previously reported in the Company's Form 10-K
for the year ended December 31, 1999. The agreement provided as follows: (a)
Gaming and Fluor cease all further action against each other set forth in the
arbitration between the parties except for claims against certain of Fluor's
subcontractors, which Aladdin and Fluor will jointly pursue; (b) Fluor released
Gaming from any claims Fluor may have against Gaming arising prior to the
settlement agreement; (c) Gaming generally released Fluor from claims Gaming may
have against Fluor arising prior to the settlement agreement, while Gaming
preserved (i) any claims covered under applicable warranties and (ii) certain
claims against Fluor but limited Gaming's recovery to that which is recovered
from either certain of Fluor's subcontractors or other third parties; (d) Fluor
will provide Gaming with $8 million of enumerated work at no charge to Gaming;
(e) Gaming and Fluor reached agreement on various outstanding changes, and costs
thereof, which represented a substantial reduction in the initial amounts
claimed by Fluor for such work; and (f) payment by Gaming to Fluor of $11.1
million upon the opening of the Aladdin.
Mr. Jack Sommer, the Chairman of the Gaming Holdings Board and the
Gaming Board and a trustee of the Sommer Trust, and the other trustees of the
Sommer Trust, were co-defendants in a legal action relating to the then
existing Aladdin hotel and casino. The suit was commenced by members of the
Aronow family ("Aronow Plaintiffs") in May 1995 in the Supreme Court of the
State of New York, County of New York. In their complaint, the Aronow
Plaintiffs alleged that Mr. Sommer and the Aronow Plaintiffs were parties to
a joint venture to acquire and develop the Aladdin hotel and casino and that
Mr. Sommer breached such alleged agreement when the Sommer Trust acquired an
interest in the Aladdin hotel and casino in December, 1994. The Aronow
Plaintiffs are seeking (among other remedies) to impress a constructive trust
upon the Sommer Trust's interest in the Aladdin hotel and casino, an
accounting, compensatory damages of not less than $200 million and punitive
damages of not less than $500 million. On January 27, 2000, each of the
Aronow Plaintiffs' claims against the trustees was dismissed. On or about
October 17, 2000, the appellate court affirmed the dismissal of the Aronow
Plaintiffs' claims. If this decision stands, there can be no liability as a
result of the Aronow Plaintiffs' lawsuit. It is not known at this time
whether the Aronow Plaintiffs will decide to attempt to reargue or decide to
seek permission to appeal, or whether any reargument or appeal would be
successful. As such there is no way to evaluate the likelihood of success of
any appeal. An adverse decision could have a material and adverse effect on
the Company.
8. LIQUIDITY
As of November 9, 2000, the Company had unrestricted funds of
approximately $10.3 million. The estimated next twelve months of principal
and interest payments pursuant to the Bank Credit Facility are as follows:
<TABLE>
<S> <C> <C>
12/29/00 Principal $ 5.0 million
2/1/01 Interest 11.7 million
3/29/01 Principal 5.0 million
5/1/01 Interest 11.3 million
6/29/01 Principal 5.0 million
8/1/01 Interest 11.0 million
9/28/01 Principal 6.0 million
-------------
TOTAL $55.0 million
=============
</TABLE>
Cash on hand and projected internally generated funds may not be
sufficient to fund the Company's operations and future principal and interest
payments on the Company's debt and the Company's planned capital
improvements. The Company is seeking, to the extent permitted under the Notes
Indenture and the terms of the Bank Credit Facility and the FF&E financing,
additional sources of financing, if needed, through additional bank borrowing
or debt or equity financing and/or contributions by London Clubs and the
Sommer Trust pursuant to the Keep-Well Agreement and/or Completion Guaranty,
discussed below. However, there can be no assurance that the Company will be
able to secure alternative sources of financing, or if able to do so, that
such financing will be sufficient to meet the Company's anticipated needs.
London Clubs, the Sommer Trust, and Aladdin Bazaar Holdings, LLC
("Bazaar Holdings"), which is owned 99% by the Sommer Trust, and Jack and
Laura Sommer, individually, have entered into a completion guaranty ("Bank
Completion Guaranty") for the benefit of the Lenders under the Bank Credit
Facility, under which they have agreed to guarantee, among other things, the
completion of the Aladdin. The Bank Completion Guaranty is not subject to
any maximum dollar limitations. For payments made pursuant to the Bank
Completion Guaranty, Gaming Holdings issues (i) Series A Preferred Shares in
exchange for the contribution of such payments and (ii) Series D Preferred
Shares representing a profits-only interest in Gaming Holdings. The holders
of the Notes are not a party to the Bank Completion Guaranty, however, London
Clubs, the Sommer Trust and Bazaar Holdings have entered into a limited
completion guaranty for the benefit of the Noteholders ("Noteholder
Completion Guaranty") under which they guarantee completion of the Aladdin,
subject to certain important exceptions, limitations and qualifications. The
Noteholder Completion Guaranty contains certain intercreditor provisions
which significantly limit the rights of the Trustee under the Noteholder
Completion Guaranty. There can be no assurance that the parties to either
the Bank Completion Guaranty or the Noteholder Completion Guaranty will be
able to make such payments to the Company if required pursuant to these
agreements.
AHL, Aladdin Bazaar Holdings, LLC ("Bazaar Holdings"), London Clubs
and Sommer Trust have entered into the Keep-Well Agreement in favor of the
Lenders under the Gaming Bank Credit Facility. The Keep-Well Agreement is the
joint and several agreement of the parties to make certain quarterly cash
equity contributions to the Company if the Company fails to comply with the
Minimum Fixed Charge Coverage Ratio set forth in the Bank Credit Facility,
but in no event shall the aggregate cash equity contributions required to be
made in any fiscal year of the Company exceed $30.0 million and such
obligations continue until the satisfaction of certain conditions. In
exchange for such cash equity contributions, the Company will issue Series A
or B Preferred Membership Interests. The Company's Operating Agreement makes
provision for adjustment of the proportion of Gaming Holdings' Common
Membership Interests held by the Sommer Trust and London Clubs for
circumstances where the portion of payment made by either party is in excess
of 25% with respect to London Clubs and 75% with respect to Sommer
Enterprises. There can be no assurance that AHL, Bazaar Holdings, Sommer
Trust and/or London Clubs will be able to make such cash equity contributions
to the Company if required pursuant to the Keep-Well Agreement.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the various
other reports which have been previously filed with the United States Securities
and Exchange Commission ("SEC"), which may be inspected, without charge, at the
Public Reference Section of the SEC located at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or the SEC internet site address: http://www.sec.gov.
DEVELOPMENT ACTIVITIES
Aladdin Gaming Holdings, LLC, a Nevada limited liability company
("Gaming Holdings"), has four members, London Clubs International, plc ("London
Clubs") through its indirectly wholly-owned subsidiary, London Clubs Nevada,
Inc. ("LCNI") (40% of the Gaming Holdings Common Membership Interests), Sommer
Enterprises, LLC ("Sommer Enterprises") (32% of the Gaming Holdings Common
Membership Interests), Aladdin Gaming Enterprises, Inc. ("AGE") (25% of the
Gaming Holdings Common Membership Interests) and GAI, LLC (3% of Gaming Holdings
Common Membership Interests). Sommer Enterprises and AGE are controlled by
Aladdin Holdings, LLC, ("AHL"), whose members are the Trust under Article Sixth
u/w/o Sigmund Sommer ("Sommer Trust") (95%) and GW Vegas, LLC, a wholly-owned
subsidiary of the Trust Company of the West (5%).
Gaming Holdings is a holding company, the material assets of which are
100% of the outstanding common membership interests and 100% of the outstanding
Series A preferred interests of Aladdin Gaming, LLC ("Gaming"). Aladdin Capital
Corp. ("Capital") is a wholly-owned subsidiary of Gaming Holdings and was
incorporated solely for the purpose of serving as a co-issuer of the 13 1/2%
Senior Discount Notes ("Notes") issued by Gaming Holdings and Capital in 1998.
Capital does not have any material operations or assets and does not have any
revenues. Gaming Holdings, through its subsidiaries, also owns 100% of Aladdin
Music, LLC, a Nevada limited liability company ("Aladdin Music"). Except where
the context otherwise requires, Gaming Holdings and its subsidiaries are
collectively referred to as "Company."
Until August, 2000, the operations of the Company have been primarily
limited to the design, development, financing and construction of the new
Aladdin Resort and Casino ("Aladdin"), which opened August 18, 2000. The Aladdin
is the centerpiece of an approximately 35-acre resort, casino and entertainment
complex ("Complex"). The Aladdin includes a luxury-themed hotel of approximately
2,567 rooms ("Hotel"), an approximately 116,000 square foot casino ("Casino"),
five restaurants and one leased restaurant which began operations on November 4,
2000. As of November 6, 2000, the Casino's main gaming area contains
approximately 2,571 slot machines, 68 table games, keno and a race and sports
book facility. Included on a separate level of the Casino is a 15,000 square
foot luxurious gaming section ("The London Club at Aladdin") that contains an
additional 28 high denomination table games and approximately 80 high
denomination slot machines. The Complex comprises: (i) the Aladdin; (ii) the
themed entertainment shopping mall with approximately 496,000 square feet of
retail space ("Desert Passage"); (iii) the 7,000-seat Theater of the Performing
Arts ("Theater"); and (iv) the approximately 4,800-space car parking facility
("Carpark" and, together with the Desert Passage, hereinafter, "Mall Project").
The Mall Project is separately owned in part by an affiliate of the Company.
The Company has evaluated its options in connection with an
approximately 5-acre parcel of land which evaluation included: (a) seeking a
joint venture partner and financing for a second hotel casino; or (b)
selling the parcel to a third party. In October, 2000, Gaming entered into a
non-binding term
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sheet to sell the parcel to a third party who plans on developing a 350-room
five-star non-gaming hotel as well as an approximately 800,000-square-foot
luxury condominium development. There can be no assurance that Gaming will
reach definitive agreement on the terms of such sale. In October, 2000,
Gaming entered into a fifteen-year lease with an option to renew for an
additional five years with a subsidiary of Steiner Leisure Limited ("SLL"),
wherein SLL shall construct, equip and operate an approximately 32,000 square
foot spa and fitness center at the Aladdin.
RESULTS OF OPERATIONS
Until August 18, 2000, the Company was in the development stage and did
not have any historical operating income as there were no operating revenues.
The Company's operating expenses primarily have consisted of interest,
amortization costs, expenses related to the Notes and pre-opening costs. Due to
the short operating period, there will not be a comparative discussion of prior
periods included in this Form 10-Q. Historical results may not be indicative of
future operating results.
THREE MONTHS ENDED SEPTEMBER 30, 2000
The Company operated forty-four days during the third quarter of
2000 producing gross revenues of $40.6 million. Casino revenue (which
includes both the main casino and The London Club at Aladdin) represented 48%
of gross revenue, hotel 28%, food and beverage 21%, and entertainment and
other revenue 4%. The net loss for the quarter was $40.2 million inclusive of
pre-opening expenses totaling $19.2 million.
REVENUES
The Casino revenues (inclusive of The London Club at Aladdin) of $19.4
million were derived $11.0 million from slot operations, $8.2 million from table
games and $.2 million from other sources of gaming revenue. The London Club at
Aladdin produced $4.0 million of casino revenues, $3.1 million from table games
and $.9 million from slot operations.
The overall table games win percentage was 15.7% for the forty-four
day period while the average daily win per table game was $1,658. This trend
improved during October, 2000, as the table games win percentage increased to
approximately 34% and the average daily win per table game increased to
approximately $5,200. The London Club at Aladdin produced table game revenue
of $10.9 million while the main casino provided $4.9 million during October,
2000. The average daily slot win per unit was $90 during the forty-four day
period. During October, 2000, the average daily slot win per unit decreased
to $80.
The Company has implemented programs and promotions aimed at
improving slot revenues and increasing the size of its database. The slot
floor layout is also in the process of being redesigned with the intention to
enhance traffic flow and customer satisfaction. Management anticipates the
number of slot machines to be reduced from approximately 2,800 to 2,400. At
2,800 slot machines, the Company had a substantially higher ratio of slot
machines to hotel rooms than its competition.
In an effort to capitalize on the unique gaming and dining facilities
located within The London Club at Aladdin, the Company has aggressively pursued
the premium customer markets both internationally and domestically. The Company
offers competitive incentives to specific premium customers in their markets.
The Company experienced hotel occupancy of 77% at an average daily
rate of $130 during the forty-four day period. The Company did not book any
substantial convention groups until October, 2000. In addition, the property
experienced normal issues relating to the initial occupancy of the
facilities. These issues were resolved during September 2000. The Company
believes the occupancy and average daily rate were negatively impacted by the
lack of free and independent traveler demand and the lack of booking
convention room occupancy. This trend improved significantly during October,
2000, as hotel occupancy increased to 94% and the
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average daily rate increased to approximately $135. The Company has
experienced a substantial improvement in convention occupancy and average
daily rate and anticipates an improvement in the free and independent
traveler demand and casino room night bookings beginning the first quarter of
2001.
OTHER FACTORS AFFECTING EARNINGS
The Company incurred pre-opening expenses of $19.2 million during
the period prior to opening the Aladdin. The Company expenses pre-opening
costs as incurred.
The Company has implemented profit enhancement programs focusing on the
generation of additional revenues while improving operational efficiency. The
full-time equivalent number of employees has decreased from approximately 4,500
at opening to approximately 3,500 as of November 5, 2000. There can be no
assurances that the measures implemented will significantly improve the
Company's results of operations.
NINE MONTHS ENDED SEPTEMBER 30, 2000
As indicated above, the Company operated for forty-four days during
the entire nine month period. Accordingly, operating revenues were the same
as indicated for the three months ended and the net loss was $52.6 million,
inclusive of pre-opening expenses totaling $31.6 million.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2000, approximately $356.1
million had been expended primarily on the development of the Aladdin, of
which approximately $332.6 million has been expended in construction,
furniture, fixtures and equipment, and capitalized interest, approximately
$4.1 million in debt issuance and member equity costs, and approximately
$19.4 million in pre-opening costs, net interest expense, and other current
assets.
As of November 9, 2000, the Company had unrestricted funds available
of $10.3 million. The estimated next twelve months of principal and interest
payments pursuant to the Bank Credit Facility are as follows:
<TABLE>
<S> <C> <C>
12/29/00 Principal $ 5.0 million
2/1/01 Interest 11.7 million
3/29/01 Principal 5.0 million
5/1/01 Interest 11.3 million
6/29/01 Principal 5.0 million
8/1/01 Interest 11.0 million
9/28/01 Principal 6.0 million
-------------
TOTAL $55.0 million
=============
</TABLE>
Cash on hand and projected internally generated funds may not be
sufficient to fund the Company's operations and future principal and interest
payments on the Company's debt and the Company's planned capital
improvements. The Company is seeking, to the extent permitted under the Notes
Indenture and the terms of the Bank Credit Facility and the FF&E financing,
additional sources of financing, if needed, through additional bank borrowing
or debt or equity financing and/or contributions by London Clubs and the
Sommer Trust pursuant to the Keep-Well Agreement and/or the Completion
Guaranty, discussed below. However, there can be no assurance that the
Company will be able to secure alternative sources of financing, or if able
to do so, that such financing will be sufficient to meet the Company's
anticipated needs.
London Clubs, the Sommer Trust, and Aladdin Bazaar Holdings, LLC
("Bazaar Holdings"), which is owned 99% by the Sommer Trust, and Jack and
Laura Sommer, individually, have entered into a completion guaranty ("Bank
Completion Guaranty") for the benefit of the Lenders under the Bank Credit
Facility, under which they have agreed to guarantee, among other things, the
completion of the Aladdin. The Bank Completion Guaranty is not subject to any
maximum dollar limitations. For payments made pursuant to the Bank Completion
Guaranty, Gaming Holdings issues (i) Series A Preferred Shares in exchange
for the contribution of such payments and (ii) Series D Preferred Shares
representing a profits-only interest in Gaming Holdings. The holders of the
Notes are not a party to the Bank Completion Guaranty, however, London Clubs,
the Sommer Trust and Bazaar Holdings have entered into a limited completion
guaranty for the benefit of the Noteholders ("Noteholder Completion
Guaranty") under which they guarantee completion of the Aladdin, subject to
certain important exceptions, limitations and qualifications. The Noteholder
Completion Guaranty contains certain intercreditor provisions which
significantly limit the rights of the Trustee under the Noteholder Completion
Guaranty. There can be no assurance that the parties to either the Bank
Completion Guaranty or the Noteholder Completion Guaranty will be able to
make such payments to the Company if required pursuant to these agreements.
AHL, Bazaar Holdings, London Clubs and Sommer Trust have entered
into the Keep-Well Agreement in favor of the Lenders under the Gaming Bank
Credit Facility. The Keep-Well Agreement is the joint and several agreement
of the parties to make certain quarterly cash equity contributions to the
Company if the Company fails to comply with the Minimum Fixed Charge Coverage
Ratio set forth in the Bank Credit Facility, but in no event shall the
aggregate cash equity contributions required to be made in any fiscal year of
the Company exceed $30.0 million and such obligations continue until the
satisfaction of certain conditions. In exchange for such cash equity
contributions, the Company will issue Series A or B Preferred Membership
Interests. The Company's Operating Agreement makes provision for adjustment
of the proportion of Gaming Holdings' Common Membership Interests held by the
Sommer Trust and London Clubs for circumstances where the
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portion of payment made by either party is in excess of 25% with respect to
London Clubs and 75% with respect to Sommer Enterprises. There can be no
assurance that AHL, Bazaar Holdings, Sommer Trust and/or London Clubs will be
able to make such cash equity contributions to the Company if required pursuant
to the Keep-Well Agreement.
CERTAIN FORWARD LOOKING STATEMENTS
Certain information included in this Form 10-Q and other materials
filed or to be filed by the Company with the United States Securities and
Exchange Commission (as well as information included in oral statements or other
written statements made, or to be made, by the Company) contain statements that
are forward-looking within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements include, without limitation, those relating to plans
for future operations, current operating activities, other business development
activities, capital spending, financing sources, the effect of regulation
(including gaming and tax regulations) and competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements made by, or on
behalf of, the Company. These risks and uncertainties include, but are not
limited to, those relating to the current and future operations, the sources and
extent of financing, dependence on existing management, leverage and debt
service (including sensitivity to fluctuations in interest rates), domestic or
international economic conditions (including sensitivity to fluctuations in
foreign currencies), changes in federal or state tax laws or the administration
of such laws, changes in gaming laws or regulations (including the legalization
of gaming in certain jurisdictions) and application for licenses and approvals
under applicable jurisdictional laws and regulations (including gaming laws and
regulations).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Beginning July 20, 2000, Gaming has the following interest rate
ceilings and floor caps, and related notional amounts in effect: (i) an
interest rate collar with a notional amount of $245.7 million, a maximum and
minimum interest rate of 8.00% and 6.25%, respectively, and a maturity date
of June 30, 2005, (ii) an interest rate collar with a notional amount of
$159.2 million, a maximum rate of 8.00%, a minimum rate of 6.25% and a
maturity date of June 30, 2005; (iii) an interest rate collar with a notional
amount of $50 million, a maximum rate of 8.00%, a minimum rate of 6.25%, and
a maturity of June 30, 2005. All rates noted above are LIBOR equivalents only
and do not include the impact of the basis point additions to LIBOR that are
used in calculating interest expense on Gaming's term loans. The fair market
value of the Gaming's interest rate ceilings and floor caps as provided by the
counterparty is a net payable of approximately $3.2 million at September 30,
2000.
The notional amounts do not represent amounts exchanged by the parties,
and thus are not a measure of exposure of Gaming. The amounts exchanged are
normally based on the notional amounts and other terms of the swaps. The
variable rates are subject to change over time as LIBOR fluctuates.
Neither Gaming nor the counterparty, which is a prominent financial
institution, is required to collateralize their respective obligations under
these swaps. Gaming is exposed to loss if the counterparty defaults. However,
the Company considers the risk of non-performance to be minimal as the
counterparty is a member of the Bank Credit Facility.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August, 2000, Gaming and Fluor Daniel, Inc. ("Fluor"), the
design/builder of the Aladdin, entered into an agreement with regard to the
arbitration between the parties previously reported in the Company's Form 10-K
for the year ended December 31, 1999. The agreement provided as follows: (a)
Gaming and Fluor cease all further action against each other set forth in the
arbitration between the parties except for claims against certain of Fluor's
subcontractors, which Aladdin and Fluor will jointly pursue; (b) Fluor released
Gaming from any claims Fluor may have against Gaming arising prior to the
settlement agreement; (c) Gaming generally released Fluor from claims Gaming may
have against Fluor arising prior to the settlement agreement, while Gaming
preserved (i) any claims covered under applicable warranties and (ii) certain
claims against Fluor but limited Gaming's recovery to that which is recovered
from either certain of Fluor's subcontractors or other third parties; (d) Fluor
will provide Gaming with $8 million of enumerated work at no charge to Gaming;
(e) Gaming and Fluor reached agreement on various outstanding changes, and costs
thereof, which represented a substantial reduction in the initial amounts
claimed by Fluor for such work; and (f) payment by Gaming to Fluor of $11.1
million upon the opening of the Aladdin.
Mr. Jack Sommer, the Chairman of the Gaming Holdings Board and the
Gaming Board and a trustee of the Sommer Trust, and the other trustees of the
Sommer Trust, are co-defendants in a legal action relating to the then existing
Aladdin hotel and casino. The suit was commenced by members of the Aronow family
("Aronow Plaintiffs") in May 1995 in the Supreme Court of the State of New York,
County of New York. In their complaint, the Aronow Plaintiffs alleged that Mr.
Sommer and the Aronow Plaintiffs were parties to a joint venture to acquire and
develop the Aladdin hotel and casino and that Mr. Sommer breached such alleged
agreement when the Sommer Trust acquired an interest in the Aladdin hotel and
casino in December, 1994. The Aronow Plaintiffs are seeking (among other
remedies) to impress a constructive trust upon the Sommer Trust's interest in
the Aladdin hotel and casino, an
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accounting, compensatory damages of not less than $200 million and punitive
damages of not less than $500 million. On January 27, 2000, each of the Aronow
Plaintiffs' claims against the trustees was dismissed. On or about October 17,
2000, the appellate court affirmed the dismissal of the Aronow Plaintiffs'
claims. If this decision stands, there can be no liability as a result of the
Aronow Plaintiffs' lawsuit. It is not known at this time whether the Aronow
Plaintiffs will decide to attempt to reargue or decide to seek permission to
appeal, or whether any reargument or appeal would be successful. As such there
is no way to evaluate the likelihood of success of any appeal. An adverse
decision could have a material and adverse affect on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.01 Amendment No. 3 to the Employment Agreement of
Jose Rueda, dated August 31, 2000
27.01 Financial Data Schedule
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
ALADDIN GAMING HOLDINGS, LLC
November 14, 2000 By: /s/ RICHARD J. GOEGLEIN
---------------------------------------------
Richard J. Goeglein, President and Chief
Executive Officer
November 14, 2000 By: /s/ THOMAS A. LETTERO
---------------------------------------------
Thomas A. Lettero, Senior Vice President and
Chief Financial Officer
ALADDIN CAPITAL CORP.
November 14, 2000 By: /s/ RICHARD J. GOEGLEIN
---------------------------------------------
Richard J. Goeglein, Chief Executive Officer
November 14, 2000 By: /s/ THOMAS A. LETTERO
---------------------------------------------
Thomas A. Lettero, Senior Vice President and
Chief Financial Officer
15
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- -----------
<S> <C> <C>
10.01 Amendment No. 3 to the Employment Agreement of
Jose Rueda, dated August 31, 2000
27.01 Financial Data Schedule
</TABLE>
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