<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: March 31, 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 or organization)
831 Pilot Road, Las Vegas, Nevada 89119
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 736-7114
- ------------------------------------------------------------------------------
(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 or organization)
831 Pilot Road, Las Vegas, Nevada 89119
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 736-7114
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
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 March 31, 2000.
ii
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
INDEX
<TABLE>
<CAPTION>
PAGE NO.
------------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2000 and December 1999..................................... 1
Consolidated Statements of Operations
For the three months ended March 31, 2000 and 1999 and for the
period from inception (December 1, 1997) through March 31, 2000...... 2
Consolidated Statements of Members' Equity
For the period from inception (December 1, 1997) through March 31,
2000................................................................. 3-5
Consolidated Statements of Cash Flows
For the three months ended March 31, 2000 and 1999 and for the
period from inception (December 1, 1997) through March 31, 2000...... 6-7
Notes to the Consolidated Financial Statements.......................... 8-10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................. 10-14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.............. 14
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................ 15
Signatures ........................................................................ 16
Exhibit Index ........................................................................ 17
</TABLE>
iii
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 300 $ 1,669
Restricted land 6,842 6,842
Other current assets 361 610
---------------------- ----------------------
Total current assets 7,503 9,121
---------------------- ----------------------
Property and equipment:
Land 33,407 33,407
Furniture and equipment 1,105 950
Construction in progress 345,157 274,398
Capitalized interest 50,424 37,758
---------------------- ----------------------
430,093 346,513
Less accumulated depreciation (253) (176)
---------------------- ----------------------
429,840 346,337
Other assets:
Restricted cash 58,130 80,471
Other assets 2,224 2,067
Debt issuance costs, net of accumulated amortization of
$7,386 and $6,442 29,759 30,704
---------------------- ----------------------
Total other assets 90,113 113,242
---------------------- ----------------------
$ 527,456 $ 468,700
====================== ======================
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable $ 1,199 $ 2,752
Construction payables 50,797 12,193
Obligation to transfer land 6,842 6,842
Accrued expenses 3,547 4,251
Current maturities of long-term debt 4,700 4,700
---------------------- ----------------------
Total current liabilities 67,085 30,738
---------------------- ----------------------
Long-term debt, net of discount 408,799 403,393
Related party payables and other liabilities 8,323 7,333
Members' equity:
Preferred membership interest 100,584 75,044
Common membership interest 28,608 28,608
Deficit accumulated during the development stage (85,943) (76,416)
---------------------- ----------------------
Total members' equity 43,249 27,236
---------------------- ----------------------
$ 527,456 $ 468,700
====================== ======================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
1
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 1, 1997) THROUGH MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the period
December 1, 1997
For the three For the three (inception)
months ended months ended through
March 31, 2000 March 31, 1999 March 31, 2000
(unaudited) (unaudited) (unaudited)
------------------ ------------------ -------------------
<S> <C> <C> <C>
Pre-opening costs $ 4,301 $ 2,297 $ 40,773
Other (income) expense:
Interest income (1,038) (2,548) (21,790)
Interest expense 14,004 12,891 104,622
Less: Interest capitalized (12,666) (4,764) (50,424)
------------------ ------------------ -------------------
Total other (income) expense 300 5,579 32,408
------------------ ------------------ -------------------
Net loss accumulated during the development
stage $ 4,601 $ 7,876 $ 73,181
================== ================== ===================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
2
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
FOR THE PERIOD FROM INCEPTION (DECEMBER 1, 1997)
THROUGH MARCH 31, 2000
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Sommer Enterprises, LLC Aladdin Gaming Enterprises, LLC
------------------------------------------------- ------------------------------------------------
Common Preferred Deficit Accumulated Common Preferred Deficit Accumulated
Membership Membership During the Membership Membership During the
Interest Interest Development Stage Interest Interest Development Stage
------------ --------------- -------------------- ------------- ------------ ---------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 1, 1997 $ - $ - $ - $ - $ - $ -
Member Contributions 1 - - - - -
------------ --------------- -------------------- ------------- ------------ ---------------------
Balance, December 31, 1997 1 - - - - -
Net Loss for the Period - - (19,960) - - (10,617)
Member Contributions (47,317) - - 28,247 - -
Members' Equity Costs (1,093) - - (581) - -
------------ --------------- -------------------- ------------- ------------ ---------------------
Balance, December 31, 1998 (48,409) - (19,960) 27,666 - (10,617)
Net Loss for the Period - - (12,273) - - (6,528)
Member Contributions - 34,613 - - - -
Restatement of Preferred
Interests - (30,280) - - - -
Preferred Return - 1,944 (2,637) - - (1,402)
Restatement of Preferred Return - (1,069) (1,046) - - (557)
------------ --------------- -------------------- ------------- ------------ ---------------------
Balance, December 31, 1999 (48,409) 5,208 (35,916) 27,666 - (19,104)
------------ --------------- -------------------- ------------- ------------ ---------------------
Net Loss for the Period - - (2,162) - - (1,150)
Member Contributions - - - - - -
Preferred Return - 363 (2,315) - - (1,232)
------------ --------------- -------------------- ------------- ------------ ---------------------
Balance, March 31, 2000 $(48,409) $ 5,571 $(40,393) $27,666 $ - $(21,486)
------------ --------------- -------------------- ------------- ------------ ---------------------
</TABLE>
3
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
FOR THE PERIOD FROM INCEPTION (DECEMBER 1, 1997)
THROUGH MARCH 31, 2000
(IN THOUSANDS)
(UNAUDITED)
(continued)
<TABLE>
<CAPTION>
London Clubs Nevada, Inc. GAI, LLC
------------------------------------------------- ------------------------------------------------
Common Preferred Deficit Accumulated Common Preferred Deficit Accumulated
Membership Membership During the Development Membership Membership During the
Interest Interest Stage Interest Interest Development Stage
----------- ------------ ------------------------ -------------- ------------ --------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 1, 1997 - - - - - -
Member Contributions - - - 2 - -
----------- ------------ ------------------------ -------------- ------------ --------------------
Balance, December 31, 1997 - - - 2 - -
Net loss for the period - - (10,617) - (1,274)
Member Contributions 50,000 - - - - -
Members' equity costs (581) - - (70) - -
----------- ------------ ------------------------ -------------- ------------ --------------------
Balance, December 31, 1998 49,419 - (10,617) (68) - (1,274)
Net loss for the period - - (6,528) - - (783)
Member Contributions - 32,595 - - - -
Restatement of Preferred
Interests - 30,280 - - -
Preferred Return - 3,665 (1,402) - - (168)
Restatement of Preferred Return - 3,296 (557) - - (67)
----------- ------------ ------------------------ -------------- ------------ --------------------
Balance, December 31, 1999 49,419 69,836 (19,104) (68) - (2,292)
----------- ------------ ------------------------ -------------- ------------ --------------------
Net Loss for the Period - - (1,150) - - (139)
Member Contributions - 20,614 - - - -
Preferred Return - 4,562 (1,232) - - (147)
----------- ------------ ------------------------ -------------- ------------ --------------------
Balance, March 31, 2000 $49,419 $95,012 $(21,486) $(68) - $(2,578)
----------- ------------ ------------------------ -------------- ------------ --------------------
</TABLE>
4
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
FOR THE PERIOD FROM INCEPTION (DECEMBER 1, 1997)
THROUGH MARCH 31, 2000
(IN THOUSANDS)
(UNAUDITED)
(continued)
<TABLE>
<CAPTION>
TOTAL
--------------------------------------------------------------------
Preferred Deficit Accumulated
Common Membership Membership During the Development
Interest Interest Stage
---------------------- ------------------- -------------------------
<S> <C> <C> <C>
Balance, December 1, 1997 - - -
Member Contributions 3 - -
---------------------- ------------------- -------------------------
Balance, December 31, 1997 3 - -
Net loss for the period - - (42,468)
Member Contributions 30,930 - -
Members' equity costs (2,325) - -
---------------------- ------------------- -------------------------
Balance, December 31, 1998 28,608 - (42,468)
Net loss for the period - - (26,112)
Member Contributions - 67,208 -
Restatement of Preferred Interests - - -
Preferred Return - 5,609 (5,609)
Restatement of Preferred Return - 2,227 (2,227)
---------------------- ------------------- -------------------------
Balance, December 31, 1999 28,608 75,044 (76,416)
---------------------- ------------------- -------------------------
Net Loss for the Period - - (4,601)
Member Contribution - 20,614 -
Preferred Return - 4,926 (4,926)
---------------------- ------------------- -------------------------
Balance, March 31, 2000 $28,608 $100,584 $(85,943)
---------------------- ------------------- -------------------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
5
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 AND FOR THE
PERIOD FROM INCEPTION (DECEMBER 1, 1997) THROUGH
MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the period
December 1, 1997
For the three For the three (inception)
Months ended Months ended through
March 31, 2000 March 31, 1999 March 31, 2000
(unaudited) (unaudited) (unaudited)
------------------- ---------------------- --------------------
<S> <C> <C> <C>
Cash provided by/(used in) operating
activities $ 14,047 $ (303) $ (2,976)
------------------- ---------------------- --------------------
Cash flows from investing activities:
Payments for construction in progress,
furniture, equipment and capitalized
interest (58,363) (30,865) (350,965)
Decrease (increase) in restricted cash 22,341 29,947 (58,130)
------------------- ---------------------- --------------------
Net cash used in investing activities (36,022) (918) (409,095)
------------------- ---------------------- --------------------
Cash flows from financing activities:
Proceeds from issuance of notes - - 100,047
Proceeds from long-term debt - - 274,000
Repayment of long-term debt - - (547)
Debt issuance costs - - (37,146)
Members' contributions 20,614 - 152,825
Payment of debt on contributed land - - (74,477)
Members' equity costs - - (2,325)
Payable to related parties (8) (1) (9)
Advances to purchase membership
interests - - 3
------------------- ---------------------- --------------------
Net cash provided by financing activities 20,606 (1) 412,371
------------------- ---------------------- --------------------
Net increase in cash (1,369) (1,222) 300
Cash and cash equivalents at the beginning
of the period 1,669 1,248 -
------------------- ---------------------- --------------------
Cash and cash equivalents at the end of the
period $ 300 $ 26 $ 300
=================== ====================== ====================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
6
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 AND FOR THE
PERIOD FROM INCEPTION
(DECEMBER 1, 1997) THROUGH MARCH 31, 2000
(continued)
<TABLE>
<CAPTION>
For the period
December 1, 1997
For the three For the three (inception)
Months ended Months ended through
SUPPLEMENTAL DISCLOSURE OF CASH FLOW March 31, 2000 March 31, 1999 March 31, 2000
INFORMATION: (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Cash paid for interest, net of amount
capitalized $(6,003) $ 832 $ 211
Non-cash investing and financing activities:
Members' contributions - book value
Land - - 33,407
Construction in progress - - 7,000
Equipment acquired equal to assumption
of debt - - 547
Increase in construction payables 17,219 11,182 29,412
Preferred Dividends 4,926 - 12,762
</TABLE>
The accompanying notes are an integral part of these
financial statements.
7
<PAGE>
ALADDIN GAMING HOLDINGS, LLC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. 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"), is developing, constructing and will operate a new hotel and casino,
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"). Aladdin Music plans to construct a second hotel
and casino with a music and entertainment theme ("Aladdin Music Project") on the
southeast corner of the 35-acre parcel. Aladdin Music is currently seeking a
joint venture partner and financing for the Aladdin Music Project.
The consolidated financial statements include the accounts of Gaming
Holdings and all of its subsidiaries. This information should be read in
conjunction with the financial statements set forth in Gaming Holdings' Annual
Report on Form 10-K for the year ended December 31, 1999.
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 consolidated financial information is unaudited. 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. Interim results of operations are not necessarily indicative of
the results of operations for the full year.
Certain prior period amounts have been reclassified to conform with the
current period's presentation.
2. CLASSES OF INTEREST
Gaming Holdings has Preferred Membership Interests comprised of the following:
<TABLE>
<CAPTION>
Sommer
Enterprises,
------------
LCNI LLC Total
---- --- -----
(IN THOUSANDS)
<S> <C> <C> <C>
Series A..................................................... $58,568 $ - $ 58,568
Series C (Convertible to Common) ............................ 30,000 - 30,000
Series CC.................................................... 2,992 - 2,992
Series D..................................................... 3,453 - 3,453
Series E..................................................... - 5,571 5,571
------ ------ --------
TOTAL........................................................ $95,013 $5,571 $100,584
====== ====== ========
</TABLE>
8
<PAGE>
The Series C Convertible Preferred Shares shall earn a return equal
to twenty percent (20%) per annum, cumulative and compounded semi-annually
from October 1, 1999. London Clubs International, plc ("London Clubs") has
the option to convert all (but not less than all) of the Series C Convertible
Preferred Shares into fifteen percent (15%) of the Gaming Holdings Common
Membership Interests at any time on or before April 30, 2000. If the Series C
Convertible Preferred Shares are converted, London Clubs' wholly owned
subsidiary London Clubs Nevada, Inc's ("LCNI") ownership interest would
increase to forty percent (40%) of the Gaming Holdings Common Membership
Interests and Sommer Enterprises' ownership interest would decrease to
thirty-two percent (32%) of the Gaming Holdings Common Membership Interests,
so that, when combined with Sommer Enterprises interest in Gaming
Enterprises, Sommer Enterprises would have a total ownership interest of
fifty seven percent (57%) (See Note 7-Subsequent Event). The Series CC
Preferred Shares shall earn a return equal to twenty percent (20%) per annum,
cumulative and compounded semi-annually. The Series A Preferred Shares earn a
return equal to twelve percent (12%) per annum, cumulative and compounded
semi-annually. Pursuant to a subsequent Letter Agreement between the Sommer
Trust and London Clubs, dated February 23, 2000, the Series D Preferred
Shares and the Series A Preferred Shares shall earn a combined preferred
return equal to the return earned on the Series E Preferred Shares (i.e.,
thirty percent (30%) per annum, cumulative and compounded semi-annually). The
Series E Preferred Shares shall 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 Shares, Series D Preferred Shares, Series C
Convertible, and Series CC Preferred Shares, and collectively (pari passu)
Series E and B Preferred Shares.
Series B Preferred Shares would be issued to LCNI in the event of
and in exchange for any payment required by London Clubs to pay down Gaming's
Bank Credit Facility pursuant to Section 13 of the Keep-Well Agreement. As of
March 31, 2000, there are no Series B Preferred Shares outstanding.
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, London Clubs has funded approximately $725,000
of deposits relating to the purchase of certain furniture, fixtures and
equipment that will be funded as part of the operating lease commitment. The
deposits will be refunded directly to London Clubs by the Lessor and
therefore such amount has not been reflected in the accompanying financial
statements.
9
<PAGE>
7. SUBSEQUENT EVENT
On April 25, 2000, LCNI converted its Series C Convertible Preferred
Shares of Gaming Holdings for 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.
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"), was formed on December 1, 1997. Gaming Holdings was
initially owned by Aladdin Gaming Enterprises, Inc., a Nevada corporation
("Gaming Enterprises") (25%), Sommer Enterprises, LLC, a Nevada limited
liability company ("Sommer Enterprises") (72%), and GAI, LLC, a Nevada limited
liability company (3%). On February 26, 1998, London Clubs International, plc
("London Clubs"), through its subsidiary London Clubs Nevada, Inc. ("LCNI"),
contributed $50.0 million for a 25% interest of Gaming Holdings common
membership interests ("Gaming Holdings Common Membership Interests"). Sommer
Enterprises contributed a portion of land for Gaming Holdings Common Membership
Interests. Gaming Enterprises, which is owned 100% by Sommer Enterprises,
contributed a portion of land, $7 million of predevelopment costs and $15
million in cash for Gaming Holdings Common Membership Interests. After the
additional contributions, Sommer Enterprises, LLC owned 47% of the Gaming
Holdings Common Membership Interests, LCNI owned 25% of the Gaming Holdings
Common Membership Interests, Gaming Enterprises owned 25% of the Gaming Holdings
Common Membership Interests and GAI, LLC owned 3% of the Gaming Holdings Common
Membership Interests. On November 30, 1998, the Trust Under Article Sixth u/w/o
Sigmund Sommer ("Sommer Trust") and its affiliates agreed that they shall vote
their respective Gaming Holdings Common Membership Interests and cause Gaming
Enterprises to vote its Gaming Holdings Common Membership Interests so that
(taking into account Gaming Holdings Common Membership Interests held by London
Clubs or its affiliates) London Clubs controls fifty percent of the voting power
of Gaming Holdings. On April 25, 2000, LCNI converted its Series C Convertible
Preferred Shares of Gaming Holdings for 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.
Aladdin Holdings, LLC, a Delaware limited liability company ("AHL"),
indirectly holds a majority interest in Gaming Holdings. The members of AHL are
the Sommer Trust, which holds a 95% interest in AHL, and GW Vegas, LLC, a Nevada
limited liability company ("GW"), a wholly owned subsidiary of Trust Company of
the West ("TCW"), which holds a 5% interest in AHL.
10
<PAGE>
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 Gaming
Holdings 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 herein as "Company."
The operations of the Company have been primarily limited to the
design, development, financing and construction of a new Aladdin Resort and
Casino ("Aladdin"). The Aladdin will be the centerpiece of an approximately
35-acre world-class resort, casino and entertainment complex ("Complex") located
on the site of the former Aladdin hotel and casino in Las Vegas, Nevada, at the
center of Las Vegas Boulevard ("Strip"). The Aladdin has been designed to
include a luxury-themed hotel of approximately 2,567 rooms ("Hotel"), an
approximately 116,000 square foot casino ("Casino"), an approximately 1,200 seat
production showroom and six restaurants. The Casino's main gaming area will
contain approximately 2,800 slot machines, 87 table games, keno and a race and
sports book facility. Included on a separate level of the Casino will be a
15,000 square foot luxurious gaming section ("The London Club at Aladdin") that
is expected to contain an additional 20 to 30 high denomination table games and
approximately 100 high denomination slot machines. The Complex, which has been
designed to promote casino traffic and to provide customers with a wide variety
of entertainment alternatives, will comprise: (i) the Aladdin; (ii) the themed
entertainment shopping mall with approximately 496,000 square feet of retail
space ("Desert Passage"); (iii) a planned second hotel and casino with a music
and entertainment theme ("Aladdin Music Project"); (iv) the newly renovated
7,000-seat Theater of the Performing Arts ("Theater"); and (v) 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 and Aladdin Music is currently seeking a
joint venture partner and financing for the Aladdin Music Project. The Company
currently believes that the completion and opening of the Aladdin will occur
during August, 2000.
RESULTS OF OPERATIONS
The Company is in the development stage and has no significant
operations to date. The Company has capitalized all qualifying construction
costs. Accordingly, the Company does not have any historical operating income.
The capitalized costs consist primarily of land contributed by certain members
of Gaming Holdings, design fees, financing and commitment fees, construction
costs and interest on qualifying assets. Capitalized costs include approximately
$2.2 million related to Aladdin Music for necessary predevelopment costs and
expenses of the Aladdin Music Project. The Company's operating expenses
primarily have consisted of interest, amortization costs, expenses related to
the Notes and pre-opening costs.
The Company anticipates that its results of operations from inception
to the opening of the Aladdin will be adversely affected by the expensing of
pre-opening costs and interest not qualifying for capitalization and should not
be indicative of future operations. Accordingly, historical results will not be
indicative of future operating results. Future operating results of the Company
are subject to significant business, economic, regulatory and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
While the Company believes that the Aladdin will be able to attract a sufficient
number of patrons and achieve the level of activity necessary to permit the
Company
11
<PAGE>
to meet its debt payment obligations, including the Notes and other
indebtedness, and its other obligations, there can be no assurance with respect
thereto.
Pre-opening expenses for the three months ended March 31, 2000, were
$4.3 million, compared to $2.3 million for the three months ended March 31,
1999. Pre-opening expenses were higher in the current year due to increased
staffing to facilitate the opening of the Aladdin.
Interest expense for the three months ended March 31, 2000 was $14.0
million, compared to $12.9 million for the three months ended March 31, 1999.
Interest expense increased in the current year due to higher funded debt levels
as construction has progressed on the project. The Company pays a higher
interest rate on its bank debt once the funds are utilized for construction
compared to the amount paid for interest when the funds are held in the cash
collateral account. Capitalized interest has also increased in the current year
as construction in progress has increased.
Interest income has decreased in the current year compared to the prior
year as cash balances have been used to fund construction costs, pre-opening
expenses and interest expense.
The Company recorded a net loss of approximately $4.6 million for the
three months ended March 31, 2000 as compared to a net loss of approximately
$7.9 million for the three month period ended March 31, 1999. The cumulative
loss for the period of inception (December 1, 1997) to March 31, 2000 was
approximately $73.2 million. The Company had no operations for the period of
inception (December 1, 1997) to March 31, 2000. The losses were due to the
pre-opening costs, interest expense, amortization costs and expenses related to
the Notes.
MATERIAL CHANGES IN FINANCIAL CONDITION
Through March 31, 2000, approximately $468.0 million had been
expended primarily on the development of the Aladdin, of which approximately
$74.5 million had been expended on repayment of debt associated with the land
contribution to the Company, approximately $351.0 million in construction,
furniture, fixtures and equipment, and capitalized interest, approximately
$39.5 million in debt issuance and member equity costs, and approximately
$3.0 million in pre-opening costs, net interest expense, and other current
assets.
LIQUIDITY AND CAPITAL RESOURCES
On February 26, 1998, Gaming Holdings and Capital issued $221.5 million
aggregate principal amount of their 13 1/2% Senior Discount Notes due 2010
("Notes"). The proceeds to the Company from the Notes were approximately $115.0
million and all the proceeds have been utilized by the Company for the
development and construction of the Aladdin. For further details on the Notes,
including the covenants, restrictions and limitations on the Company pursuant to
the Notes Indenture, see Exhibit 4.1 to the Company's Form 10-K for the year
ended December 31, 1999.
Gaming has a credit facility ("Bank Credit Facility" or "Credit
Agreement") with various financial institutions and The Bank of Nova Scotia as
the administrative agent for the lenders (collectively, "Lenders"). The Credit
Agreement consists of three separate term loans. The Term A Loan comprises a
term loan of $129.7 million and matures five and one-half years after the
initial borrowing date. The Term B Loan comprises a term loan of $114 million
and matures eight and one-half years after the initial borrowing date. The Term
C Loan comprises a term loan of $160 million and matures ten years after the
initial borrowing date. As of March 31, 2000, approximately $42.3 million of the
Term C Loan proceeds,
12
<PAGE>
plus accrued interest, is available. As of March 31, 2000, Gaming had
approximately $20.5 million of interest income that has been earned on the Term
B and Term C Loan proceeds that is also available. The disbursement of the
proceeds from the Term A Loan has not commenced as of March 31, 2000. For
further details on the Bank Credit Facility, including the covenants,
restrictions and limitations on Gaming pursuant to the Bank Credit Facility, see
Exhibit 10.7 to the Company's Form 10-K for the year ended December 31, 1999.
Gaming has operating lease financing of up to $60 million and a term
loan facility of $20 million to obtain gaming equipment and other specified
equipment (collectively, "FF&E Financing"). For further details on the operating
lease financing and term loan facility, including the covenants, restrictions
and limitations on Gaming pursuant to the FF&E Financing, see Exhibit 10.35 to
the Company's Form 10-K for the year ended December 31, 1999.
Upon the later of (a) the transfer of the real property under the Mall
Project by Gaming to Aladdin Bazaar, LLC ("Aladdin Bazaar") or (b) the
commencement of Aladdin's operations, Aladdin Bazaar will execute a promissory
note of approximately $16.7 million to Gaming. Principal and interest on the
note is payable by Aladdin Bazaar to Gaming in the amount of $2 million per
year. The required payments are subordinated to various restrictions under the
Aladdin Bazaar operating agreement. Due to the restrictions upon the payments,
there can be no assurances that Gaming will receive any payments under this
note.
London Clubs, the Sommer Trust, and Aladdin Bazaar Holdings, LLC
("Bazaar Holdings"), which is owned 99% by the Sommer Trust, 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. From January 1, 2000 to March 31,
2000, a total of approximately $20.6 million in payments has been made pursuant
to the Bank Completion Guaranty, which has been funded by London Clubs. Gaming
Holdings issued for these Bank Completion Guaranty payments (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.
In connection with the development of the Mall Project, Aladdin Bazaar
agreed to reimburse the Company approximately $14.2 million for the construction
of certain areas shared by the Aladdin and the Mall Project and the facade to
the Aladdin and, as of March 31, 2000, Aladdin Bazaar has paid the Company
approximately $12.0 million of this amount. Additionally, Aladdin Bazaar is
obligated to spend no more than $36 million for the Carpark. Therefore, any cost
overruns associated with these items will be borne by the Company. In addition,
the Company is obligated to pay to Aladdin Bazaar: (i) a $3.2 million fee per
year for a term of 99 years, which is adjusted every fifth year pursuant to a
consumer price index-based formula, for usage of the Carpark; and (ii) the
Company's proportionate share of the operating costs associated with the Carpark
and other common areas.
The Company believes that the funds provided by the Notes, Bank Credit
Facility, FF&E Financing, London Clubs' equity contribution and contributions
pursuant to the Bank Completion Guaranty (collectively, "Funding Transactions")
will be sufficient to develop, complete and commence operation of
13
<PAGE>
the Aladdin; however, there can be no assurance that the Funding Transactions
will be sufficient for the development, construction and commencement of the
Aladdin.
Following the commencement of operations of the Aladdin, the Company
expects to fund its operating, debt service and capital needs, as currently
contemplated, with $15 million of working capital from the Funding
Transactions and operating cash flows. In addition, the Company is seeking a
$10 million working capital facility; however, there can be no assurance such
facility will be available to the Company, or that, if available, the
facility will be on terms favorable to the Company.
Although no additional financing is contemplated, the Company will
seek, if necessary and to the extent permitted under the Notes Indenture and the
terms of the Bank Credit Facility and the FF&E Financing, additional financing
through additional bank borrowings or debt or equity financings. There can be no
assurance that additional financing, if needed, will be available to the
Company, or that, if available, the financing will be on terms favorable to the
Company. There can also be no assurance that estimates by the Company of its
reasonably anticipated liquidity needs are accurate or that new business
developments or other unforeseen events will not occur, resulting in the need to
raise additional funds.
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 construction and development activities
(including completion dates, budgets and cost estimates), 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 development and
construction activities and costs and timing thereof, the sources and extent of
financing for the project, 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
Effective June 30, 1999, Gaming restructured its interest rate swap
arrangements in an effort to reduce future expenditures for interest. Gaming has
entered into these agreements to manage interest expense, which is subject to
fluctuations due to the variable nature of the London Interbank Offered Rate
("LIBOR"). In exchange for entering into the transaction, Gaming received
$500,000 from the counterparty in July, 1999.
Beginning June 30, 1999, Gaming has the following interest rate swaps,
interest rate ceilings and floor caps, and related notional amounts in effect:
(i) an interest rate swap with an original notional
14
<PAGE>
amount of $114 million increasing to a maximum of $222.5 million whereby
interest is fixed at 5.50% through March 31, 2000; (ii) after March 31, 2000, an
interest rate collar with a notional amount of $250 million, a maximum and
minimum interest rate of 7.5% and 5.15%, respectively, will go into effect and
mature on September 30, 2006; and (iii) an interest rate collar with a notional
amount of $160 million, a maximum rate of 8.00%, a minimum rate of 5.15% and a
maturity date of March 31, 2003. 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 LIBOR
applicable to these agreements is adjusted every three months and on March 31,
2000 was set at 6.18%. The fair market value of the Gaming's interest rate
swaps, interest rate ceilings and floor caps as provided by the counterparty, is
a net receivable of approximately $4.1 million at March 31, 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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.01 Financial Data Schedule
(b) Reports on Form 8-K
On February 1, 2000, the Company filed a Form 8-K, dated January 28,
2000, with the United States Securities and Exchange Commission. The Form 8-K
reported the extension of the Outside Completion Deadline for the Aladdin.
15
<PAGE>
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
May 15, 2000 By: /s/ Richard J. Goeglein
-------------------------------------------------
Richard J. Goeglein, President and Chief
Executive Officer
May 15, 2000 By: /s/ Thomas A. Lettero
-------------------------------------------------
Thomas A. Lettero, Senior Vice President and
Chief Financial Officer
ALADDIN CAPITAL CORP.
May 15, 2000 By: /s/ Richard J. Goeglein
--------------------------------------------------
Richard J. Goeglein, Chief Executive Officer
May 15, 2000 By: /s/ Thomas A. Lettero
--------------------------------------------------
Thomas A. Lettero, Senior Vice President and
Chief Financial Officer
16
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
---------- ----------- --------
27.01 Financial Data Schedule
17
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<MULTIPLIER> 1,000
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000 <C>
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 300
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<PP&E> 430,093
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0
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<TOTAL-LIABILITY-AND-EQUITY> 527,456
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