UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 no. 1-9728
JACKPOT ENTERPRISES, INC.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 88-0169922
_______________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1110 Palms Airport Drive, Las Vegas, Nevada 89119
___________________________________________ __________
(Address of principal executive offices) (Zip Code)
702-263-5555
____________________________________________________
(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
_____ _____
There were 8,616,537 shares of the registrant's common stock outstanding as
of November 5, 1999.
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 1999 and June 30, 1999
Condensed Consolidated Statements of Income -
Three Months Ended September 30, 1999 and 1998
Condensed Consolidated Statement of Stockholders'
Equity - Three Months Ended September 30, 1999
Condensed Consolidated Statements of Cash Flows -
Three Months Ended September 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Part II. Other Information
Item 4. Submission of Matters to a Vote of Stockholders
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
September 30, June 30,
ASSETS 1999 1999
______ _____________ ________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 60,264 $ 47,637
Short-term investments, at fair value 7,439 7,292
Prepaid expenses 1,548 1,515
Other current assets 1,958 1,985
________ ________
Total current assets 71,209 58,429
________ ________
Property and equipment, at cost:
Land and buildings 435 435
Gaming equipment 29,447 29,418
Other equipment 4,637 4,546
Leasehold improvements 368 368
________ ________
34,887 34,767
Less accumulated depreciation (21,818) (21,010)
________ ________
13,069 13,757
Lease acquisition costs and other
intangible assets, net of
accumulated amortization of
$1,427 and $3,404 3,156 3,119
Goodwill, net of accumulated
amortization of $2,921 and $2,879 3,701 3,743
Lease and other security deposits 1,292 1,242
Other non-current assets 103 2,005
________ ________
Total assets $ 92,530 $ 82,295
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(Concluded)
(Unaudited)
<TABLE>
September 30, June 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1999
____________________________________ _____________ ________
<S> <C> <C>
Current liabilities:
Accounts payable $ 1,650 $ 1,794
Other current liabilities 5,690 3,000
________ ________
Total current liabilities 7,340 4,794
Deferred rent 2,874 2,554
Deferred income tax 277 333
________ ________
Total liabilities 10,491 7,681
________ ________
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock - authorized
1,000,000 shares of $1 par value;
none issued
Common stock - authorized
60,000,000 shares of $.01 par
value; 9,860,252 shares issued 99 99
Additional paid-in capital 66,462 66,465
Retained earnings 28,362 21,069
Less 1,243,715 and 1,243,714 shares of
common stock in treasury, at cost (13,776) (13,776)
Unrealized gain on available-for-sale
securities, net of tax 892 757
________ ________
Total stockholders' equity 82,039 74,614
________ ________
Total liabilities and
stockholders' equity $ 92,530 $ 82,295
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
1999 1998
_______ _______
<S> <C> <C>
Revenues:
Route operations $22,800 $21,853
Casino operations - 354
_______ _______
Totals 22,800 22,207
_______ _______
Costs and expenses:
Route operations 21,254 18,530
Casino operations - 333
Amortization 221 286
Depreciation 986 1,010
General and administrative 1,254 870
_______ _______
Totals 23,715 21,029
_______ _______
Operating income (loss) (915) 1,178
_______ _______
Other income:
Net fee from terminated merger 11,000 -
Interest and other income 485 361
_______ _______
Totals 11,485 361
_______ _______
Income before income tax 10,570 1,539
_______ _______
Provision (credit) for Federal income tax:
Current 3,333 358
Deferred (56) 73
_______ _______
Totals 3,277 431
_______ _______
Net income $ 7,293 $ 1,108
======= =======
Basic earnings per share $ .85 $ .13
======= =======
Dilutive earnings per share $ .85 $ .13
======= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 1999
(Dollars and shares in thousands)
(Unaudited)
<TABLE>
Accumu-
lated
Addi- Other
Common Stock tional Treasury Stock Compre-
_____________ Paid-In Retained ________________ hensive
Shares Amount Capital Earnings Shares Amount Income Totals
______ ______ _______ ________ ______ ________ _______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance July 1, 1999 9,860 $99 $66,465 $21,069 (1,244) $(13,776) $757 $74,614
Comprehensive income:
Net income 7,293 7,293
Other comprehensive income:
Unrealized gain on
available-for-sale
securities, net of tax
and reclassification
adjustment
(See Note 2 and
disclosure below) 135 135
_______
Comprehensive income 7,428
Other (3) (3)
_____ ___ _______ _______ ______ ________ ____ _______
Balance September 30, 1999 9,860 $99 $66,462 $28,362 (1,244) $(13,776) $892 $82,039
===== === ======= ======= ====== ======== ==== =======
</TABLE>
<PAGE>
Disclosure of reclassification amount:
Unrealized gain for the three months
ended September 30, 1999 $145
Less reclassification adjustment for gain
included in net income (10)
____
Unrealized gain on available-for-sale
securities, net of tax $135
====
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Dollars in thousands)
(Unaudited)
<TABLE>
1999 1998
________ _______
<S> <C> <C>
Operating activities:
Net income $ 7,293 $ 1,108
Adjustments to reconcile net income to net
cash provided by operating activities:
Net fee from terminated merger (11,000) -
Depreciation and amortization 1,207 1,296
Deferred Federal income tax (56) 73
Gain on sale of marketable securities (16) -
Increase (decrease) from changes in:
Prepaid expenses and other current assets (47) (5)
Other non-current assets (69) 76
Accounts payable and other current liabilities 2,439 (106)
Deferred rent and other liabilities 320 (11)
________ _______
Net cash provided by operating activities 71 2,431
________ _______
Investing activities:
Break-up fee from terminated merger 13,500 -
Proceeds from sale of marketable securities 76 -
Net proceeds from location operators 38 40
Proceeds from sales of property and equipment 11 36
Purchases of property and equipment (204) (1,219)
Increase in lease acquisition costs and other
intangible and non-current assets (815) (100)
Lease and other security deposits (50) -
________ _______
Net cash provided by (used in)
investing activities 12,556 (1,243)
________ _______
Financing activities:
Proceeds from issuance of common stock - 67
Repurchases of common stock - (1,706)
________ _______
Net cash used in financing activities - (1,639)
________ _______
Net increase (decrease) in cash and cash equivalents 12,627 (451)
Cash and cash equivalents at beginning of period 47,637 50,275
________ _______
Cash and cash equivalents at end of period $ 60,264 $49,824
======== =======
<PAGE>
Supplemental disclosures of cash flow data:
Cash paid during the period for:
Federal income tax $ - $ 100
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General:
The accompanying unaudited condensed consolidated financial
statements included herein have been prepared by Jackpot
Enterprises, Inc. ("Jackpot" or the "Company") pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures
are adequate to make the information presented not misleading.
Certain revenues previously classified as casino operations
revenues in the condensed consolidated statement of income for
the three months ended September 30, 1998 have been
reclassified to route operations revenues. The amount of such
reclassification was not material to total revenues.
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements reflect
all adjustments, consisting of normal recurring accruals,
necessary to present fairly Jackpot's financial position as of
September 30, 1999 and the results of its operations and cash
flows for the three months ended September 30, 1999 and 1998.
The earnings for the three months ended September 30, 1999 and
1998 are not necessarily indicative of results for a full year.
Information included in the condensed consolidated balance
sheet as of June 30, 1999 has been derived from Jackpot's
Annual Report to the Securities and Exchange Commission on Form
10-K for the fiscal year ended June 30, 1999 (the "1999 Form
10-K"). These unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and disclosures included in the 1999 Form
10-K.
Jackpot accounts for investments in debt and equity securities
in accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities"("SFAS 115"). This statement addresses the
accounting and reporting for investments in equity securities
that have readily determinable fair values and for all
investments in debt securities, and requires such securities be
classified as either held to maturity, trading, or available-
for-sale. Management determines the appropriate classification
of its investments in securities at the time of purchase
and reevaluates such classification at each balance sheet date.
SFAS 115 requires that available-for-sale securities be carried
at fair value with unrealized gains, net of tax, reported as a
separate component of stockholders' equity. Unrealized gains
and losses for available-for-sale securities are excluded from
earnings. Realized gains from sales of investment securities
were $16,000 for the three months ended September 30, 1999.
There were no realized losses from sales of investment securities
for the three months ended September 30, 1999, and there were no
realized gains or losses from sales of investment securities for
the three months ended September 30, 1998.
In April 1998, the American Institute of Certified Public
Accountants' Accounting Standards Executive Committee issued
Statement of Position No. 98-5, "Reporting on the Costs
of Start-Up Activities". This standard provides guidance on
the financial reporting for start-up costs and organization
costs. This standard requires costs of start-up activities and
organization costs to be expensed as incurred, and is effective
for fiscal years beginning after December 15, 1998,
although earlier application is encouraged. The Company
adopted this standard on July 1, 1999. This statement had no
effect on the accompanying unaudited condensed consolidated
financial statements and will not have a significant effect on
Jackpot's financial position or results of operations for the
fiscal year ending June 30, 2000.
In June 1998, the Financial Accounting Standards Board (the
"FASB")issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), which is effective for fiscal years
beginning after June 15, 2000. SFAS 133 establishes additional
accounting and reporting standards for derivative instruments
and hedging activities. Presently, Jackpot does not have any
derivative instruments, nor does the Company participate
in hedging activities. Accordingly, SFAS 133 is not expected
to have a significant effect on the results of operations or
related disclosures.
Note 2 - Comprehensive income:
Accumulated other comprehensive income consists of an
unrealized gain on available-for-sale securities of $1,372,000,
net of tax of $480,000,or $892,000 at September 30, 1999.
Comprehensive income for the three months ended September 30,
1999 and 1998 is the following (dollars in thousands):
<TABLE>
Three Months
Ended
September 30,
_______________
1999 1998
______ ______
<S> <C> <C>
Net income $7,293 $1,108
Other comprehensive income:
Unrealized gain on
available-for-sale
securities, net of tax 135 -
______ ______
Comprehensive income $7,428 $1,108
====== ======
</TABLE>
Note 3 - Earnings per share:
Basic earnings per share for the three months ended
September 30, 1999 and 1998 is computed by dividing net
income by the weighted average number of common shares
outstanding for the respective period. Diluted earnings per
share for the three months ended September 30, 1999 and 1998
is computed by dividing net income by the weighted average
number of common and common equivalent shares outstanding for
the respective period. Options and warrants to purchase common
stock, whose exercise price was greater than the average market
price for the respective period, have been excluded from the
computation of diluted earnings per share. Such antidilutive
options and warrants outstanding for the three months ended
September 30,1999 and 1998 were 1,675,000 and 262,000,
respectively. The following is the amount of income and number
of shares used in the basic and diluted earnings per share
computations (dollars and shares in thousands, except per share
data):
<TABLE>
Three Months Ended
September 30,
__________________
1999 1998
_____ _____
<S> <C> <C>
Basic earnings per share:
Earnings:
Income available to common
stockholders $7,293 $1,108
====== ======
Shares:
Weighted average number of
common shares outstanding 8,617 8,714
====== ======
Basic earnings per share $ .85 $ .13
====== ======
Diluted earnings per share:
Earnings:
Income available to common
stockholders $7,293 $1,108
Effect of dilutive securities - -
______ ______
Income, as adjusted $7,293 $1,108
====== ======
Shares:
Weighted average number of
common shares outstanding 8,617 8,714
Common shares issuable upon
assumed exercise of
dilutive stock options 23 1,509
Less common shares assumed to be
repurchased by application of
the treasury stock method to
the proceeds using the
average market price for the
period 23 1,379
______ ______
Weighted average number of
common shares and common
share equivalents
outstanding 8,617 8,844
====== ======
Diluted earnings per share $ .85 $ .13
====== =======
</TABLE>
Note 4 - Stockholders' equity:
Authorized common stock:
On September 14, 1999, Jackpot's stockholders approved
an increase in the number of authorized shares of common
stock from 30,000,000 to 60,000,000.
The 1992 Incentive and Non-qualified Stock Option Plan:
On September 30, 1999, the exercise price of the June
30, 1999 grant of nonqualified stock options to purchase
an aggregate of 110,000 shares of common stock (27,500 each
to four directors) was vested at $8.75 per share, the fair
market value of the stock on that date, pursuant to the terms
of the 1992 Incentive and Non-qualified Stock Option Plan
(the "1992 Plan"). See Note 6 of Notes to Consolidated
Financial Statements in the 1999 Form 10-K for further
information regarding the 1992 Plan and option grants.
Other nonqualified stock options:
On September 14, 1999, nonqualified stock options to
purchase an aggregate of 120,000 shares of common stock were
granted to the Company's Board of Directors (30,000 each to
four directors) at an exercise price of $9.00 per share, the
fair market value on the date of grant. The option granted
to each director will vest 50% on each of the first and
second anniversary of the date of grant and shall be subject
to accelerated vesting under certain circumstances.
Such options expire ten years from date of grant.
Note 5 - Other events:
On February 8, 1999, Jackpot and Players International,
Inc.("Players") entered into a definitive Agreement and Plan
of Merger (the "Agreement"), which was subject to a number
of conditions. On August 16, 1999, Jackpot received a notice
from Players terminating the Agreement. Such notice contained
the terms of a merger offer for Players from Harrah's
Entertainment, Inc. On August 19, 1999, pursuant to the
terms of the Agreement, Jackpot received a break-up fee
of $13,500,000. As a result of the termination of the
Agreement, all capitalized costs incurred in connection with
the proposed acquisition of Players were expensed. Such costs
are presently estimated to be $2,500,000. The net break-up fee
from the terminated merger of $11,000,000 was recorded in
the three months ended September 30, 1999.
On March 10, 1999, Jackpot purchased 1,014,400 shares
of Players common stock at $6.04 per share for a total cost
of $6,127,000. As of September 30, 1999, Jackpot owned
1,004,400 shares of Players common stock at a cost of
$6,067,000. For purposes of SFAS 115,the investment in Players
common stock is classified as available-for-sale securities,
and carried at fair value. "Short-term investments, at fair
value" in the accompanying unaudited condensed consolidated
balance sheets consist entirely of Jackpot's investment in Players
common stock. As of September 30, 1999, the gross unrealized
gain was $1,372,000.
Note 6 - Commitments and contingencies:
Legal matters:
In August 1998, Albertson's, Inc. ("Albertson's") and
American Stores Company ("American Stores") entered into
a merger agreement that provided for the acquisition of
American Stores by Albertson's. The merger of Albertson's
and American Stores was completed on June 23, 1999. As a
condition to obtaining approval of the merger by the Federal
Trade Commission and the Attorneys General of California,
Nevada and New Mexico, Albertson's agreed to divest certain
of its stores, including 19 stores in southern Nevada. Those
locations have been taken over by Raley's, Inc. ("Raley's").
The existing slot route operator for Raley's northern
Nevada stores has filed applications with the Nevada
Gaming Control Board to operate the gaming machines at the
southern Nevada Albertson's stores which have been divested.
Of the 19 stores in southern Nevada taken over by Raley's,
Jackpot currently maintains 246 gaming machines at the 15
locations which it operates pursuant to a long-term agreement
with Albertson's. Jackpot believes that there is no proper
basis to terminate such agreement and Jackpot's attendant right
to occupy the subject premises for purposes of operating
gaming machines.
On August 30, 1999, Jackpot commenced litigation in United
States District Court for the District of Nevada against
Albertson's and Raley's to enforce its rights under its
agreement with Albertson's. On September 14, 1999,
Jackpot obtained a preliminary injunction to prevent
Albertson's and Raley's from interfering with its right to
occupy the subject premises and conduct gaming operations.
The Court, for purposes of its decision, ruled that Jackpot's
license was coupled to the lease relating to the stores. The
injunction permits Jackpot to remain at the stores pending
resolution of the dispute. In granting the preliminary
injunction, the Court required Jackpot to post a $50,000 bond.
Albertson's and Raley's have appealed the injunction and have
made motions for summary judgment. On September 23, 1999,
Raley's existing slot route operator for its northern Nevada
stores commenced an action in Nevada state court against Jackpot,
Albertson's, Raley's and the slot route operator at the four
other Albertson's southern Nevada locations seeking declaratory
and injunctive relief and money damages. The allegations against
Jackpot are for alleged tortious interference with contract and
prospective economic advantage and abuse of process. Jackpot is
vigorously defending this action.
Item 2. Management's Discussion and Analysis of Financial Condition and
_______________________________________________________________
Results of Operations
_____________________
Capital Resources and Liquidity
_______________________________
Cash Flows:
Jackpot's principal sources of cash for the three months ended
September 30, 1999 (the "1999 three months"), consisted of the cash flows
from investing activities and its available cash and cash equivalents which,
at June 30, 1999, was $47.6 million and at September 30, 1999 was $60.3
million. Net cash provided by operating activities decreased $2.3 million,
from $2.4 million for the three months ended September 30, 1998 (the "1998
three months") to $.1 million for the 1999 three months. The decrease of
$2.3 million was due primarily to the decrease in operating income before
amortization and depreciation in the 1999 three months.
Net cash provided by investing activities increased $13.8 million, from
net cash used in investing activities of $1.2 million for the 1998 three
months to net cash provided by investing activities of $12.6 million for the
1999 three months. Such increase was due primarily to the receipt of a
break-up fee from a terminated merger described below.
Liquidity:
On October 29, 1996, Jackpot's Board of Directors authorized management
to repurchase up to 500,000 shares of Jackpot's common stock at prevailing
market prices. Subsequently, on January 22, 1998, such authorization was
increased from 500,000 to 1,000,000 shares. From October 29, 1996
through September 30, 1999, Jackpot repurchased 785,528 shares of common
stock at a cost of approximately $8.5 million.
On February 8, 1999, Jackpot and Players entered into a definitive
Agreement and Plan of Merger(the "Agreement"), which was subject to a number
of conditions. On August 16, 1999, Jackpot received a notice from Players
terminating the Agreement. Such notice contained the terms of a merger
offer for Players from Harrah's Entertainment, Inc. On August 19, 1999,
pursuant to the terms of the Agreement, Jackpot received a break-up fee of
$13.5 million. As a result of the termination of the Agreement,
all capitalized costs incurred in connection with the proposed acquisition
of Players were expensed. Such costs are presently estimated to be $2.5
million. The net fee from the terminated merger of $11.0 million was
recorded in the three months ended September 30, 1999.
Working capital increased $10.3 million, from $53.6 million at June 30,
1999 to $63.9 million at September 30, 1999. The increase in working
capital was due primarily to the receipt of the break-up fee described
above. Working capital at September 30, 1999 includes marketable securities
at fair value of $7.4 million. Such securities consist of 1,004,400 shares
of Players common stock.
Management believes Jackpot's working capital and cash provided
by operations will be sufficient to enable Jackpot to meet its planned
capital expenditures and other cash requirements for the remainder of the
year ending June 30, 2000 ("fiscal 2000"). With respect to planned capital
expenditures, management anticipates Jackpot will purchase approximately
$3.5 million of property and equipment, exclusive of business acquisitions,
if any, in the remainder of fiscal 2000 to be used in existing and currently
planned new locations.
Jackpot continues to selectively explore additional gaming
acquisition opportunities, and various potential acquisitions, both
gaming and nongaming. Management believes working capital and cash provided
by operations will be sufficient to enable Jackpot to pursue expansion
opportunities; however, Jackpot may seek additional debt or equity financing
to facilitate expansion opportunities and potential acquisitions.
Recently Issued Accounting Standards:
In April 1998, the American Institute of Certified Public Accountants'
Accounting Standards Executive Committee issued Statement of Position No.
98-5, "Reporting on the Costs of Start-Up Activities." This standard
provides guidance on the financial reporting for start-up costs and
organization costs. This standard requires costs of start-up activities and
organization costs to be expensed as incurred, and is effective for fiscal
years beginning after December 15, 1998, although earlier application is
encouraged. The Company adopted this standard on July 1, 1999. This
statement had no effect on the accompanying unaudited condensed consolidated
financial statements and will not have a significant effect on
Jackpot's financial position or results of operations for fiscal 2000.
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), which is effective for fiscal years beginning
after June 15, 2000. SFAS 133 establishes additional accounting and
reporting standards for derivative instruments and hedging activities.
Presently, Jackpot does not have any derivative instruments, nor does the
Company participate in hedging activities. Accordingly, SFAS 133 is not
expected to have a significant effect on the results of operations or
related disclosures.
Results of Operations
_____________________
Revenues:
Total revenues increased $.6 million, from $22.2 million for the
1998 three months to $22.8 million for the 1999 three months. The increase
of $.6 million was the net result of an increase of $.9 million (from $21.9
million for the 1998 three months to $22.8 million for the 1999 three
months) in gaming machine route operations ("route operations") revenues and
a decrease of $.3 million in casino operations revenues.
The increase in route operations revenues of $.9 million resulted
from a combination of additional revenues generated from new and existing
locations of $1.3 million and $.5 million, respectively, net of lost
revenues from terminated locations of $.9 million.
In August 1998, Albertson's, Inc. ("Albertson's") and American
Stores Company ("American Stores") entered into a merger agreement that
provided for the acquisition of American Stores by Albertson's.
Approximately 57% and 55% of Jackpot's total revenues for the fiscal years
ended June 30, 1999 and 1998, respectively, were generated at the locations
of those two entities. The merger of Albertson's and American Stores was
completed on June 23, 1999. As a condition to obtaining approval of the
merger by the Federal Trade Commission and the Attorneys General of
California, Nevada and New Mexico, Albertson's agreed to divest certain of
its stores, including 19 stores in southern Nevada. These locations have
been taken over by Raley's, Inc. ("Raley's").
The existing slot route operator for Raley's northern Nevada stores
has filed applications with the Nevada Gaming Control Board to operate the
gaming machines at the southern Nevada Albertson's stores which have been
divested. Of the 19 stores in southern Nevada taken over by Raley's,
Jackpot currently maintains 246 gaming machines at the 15 locations which it
operates pursuant to a long-term agreement with Albertson's. Jackpot
believes that there is no proper basis to terminate such agreement and
Jackpot's attendant right to occupy the subject premises for purposes of
operating gaming machines. These 15 locations generated approximately 19% of
Jackpot's total revenues in each of the 1999 three months and 1998 three
months, and a significantly greater percentage of Jackpot's total operating
income for the 1999 three months and 1998 three months.
On August 30, 1999, Jackpot commenced litigation in United States
District Court for the District of Nevada against Albertson's and Raley's to
enforce its rights under its agreement with Albertson's. On September 14, 1999,
Jackpot obtained a preliminary injunction to prevent Albertson's and Raley's
from interfering with its right to occupy the subject premises and conduct
gaming operations. The Court, for purposes of its decision, ruled that
Jackpot's license was coupled to the lease relating to the stores. The
injunction permits Jackpot to remain at the stores pending resolution of the
dispute. In granting the preliminary injunction, the Court required Jackpot
to post a $50,000 bond. Albertson's and Raley's have appealed the injunction
and have made motions for summary judgment. On September 23, 1999, Raley's
existing slot route operator for its northern Nevada stores commenced an action
in Nevada state court against Jackpot, Albertson's, Raley's and the slot route
operator at the four other Albertson's southern Nevada locations seeking
declaratory and injunctive relief and money damages. The allegations against
Jackpot are for alleged tortious interference with contract and prospective
economic advantage and abuse of process. Jackpot is vigorously defending
this action.
No assurance can be given that such litigation will result in Jackpot
retaining the right to operate at the 15 stores or not incurring liability
as a defendant in the state action. The loss of the 15 locations could
have a material adverse effect on the Company's future results of
operations. Jackpot's operations in Albertson's stores in other areas of
Nevada, as well as new store openings statewide, are unaffected.
Route operations revenues attributable to fixed payment leases
and revenue sharing contracts for the three months ended September 30, 1999
and 1998 are summarized below (dollars in thousands):
<TABLE>
1999 1998
____________________ ___________________
Percent Percent
of route of route
operations operations
Amount revenues Amount revenues
_______ ___________ _______ ___________
<S> <C> <C> <C> <C>
Route operations:
Fixed payment leases $16,924 74.2% $16,478 75.4%
Revenue sharing contracts 5,876 25.8 5,375 24.6
_______ _____ _______ _____
Totals $22,800 100.0% $21,853 100.0%
======= ===== ======= =====
</TABLE>
Costs and expenses:
Route operations expenses increased $2.7 million (from $18.5 million
for the 1998 three months to $21.2 million for the 1999 three months) and,
as a percentage of route operations revenues, increased to 93.2% for the
1999 three months from 84.8% for the 1998 three months. Such increases were
principally attributable to an increase in location rent. With respect to
location rent, which is the single largest route operations expense, Jackpot
entered into an agreement for a long-term extension with Albertson's, its
largest retail chain store customer, in September 1998. Pursuant to the
terms of the new agreement, which became effective July 1, 1999, rent
expense has increased significantly over the previous agreement. Such
increase had a significant effect on the Company's results of operations for
the 1999 three months and could have a material adverse effect on the
Company's results of operations for fiscal 2000. For a further description
of the Company's lease and license agreements, see Item 1 - Business - Gaming
Machine Route Operations and Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Overview in the 1999 Form 10-K.
The increase in route operations expenses of $2.7 million
resulted primarily from a combination of an increase of $1.1 million in
location rent for new locations of existing chain store customers, an
increase of $.7 million in location rent for locations of existing chain
store customers, which was principally related to the long-term extension
described above, an increase of $.5 million in location rent associated with
revenue sharing contracts, a decrease of $.2 million in location rent for
all other customers, and an increase of $.6 million in other route
operations expenses.
Depreciation expense for the 1999 three months, compared to the 1998
three months, remained constant at $1.0 million, while amortization expense
decreased $.1 million, from $.3 million for the 1998 three months to $.2
million for the 1999 three months. General and administrative expense
increased $.4 million, from $.9 million for the 1998 three months to $1.3
million for the 1999 three months. The increase was due principally to
legal costs associated with the Albertson's and Raley's litigation.
Other income:
Other income increased $11.1 million, from $.4 million for the
1998 three months to $11.5 million for the 1999 three months. The increase
in other income was due principally to the net fee from the terminated merger
of $11.0 million previously described.
Federal income tax:
The effective tax rate for the 1999 three months and 1998 three months
was 31% and 28%, respectively. Such rates were lower than the Federal
statutory rate of 35%, primarily because of the tax benefits realized from
tax-exempt interest income.
General:
Operating income decreased $2.1 million, from $1.2 million for the 1998
three months to an operating loss of $.9 million for the 1999 three months.
Such decline was due principally to three factors: (1) an operating loss of
approximately $1.0 million incurred at the locations of a large customer
resulting from the failure of 17 new locations to achieve expected revenues,
as well as from a decrease in revenues at existing locations of such
customer; (2) an increase in location rent at Albertson's, Jackpot's
largest customer, pursuant to a long-term contract extension effective July
1, 1999 and the almost simultaneous sale of their southern Nevada locations
to Raley's; and (3) legal costs incurred in connection with Jackpot's
litigation against Albertson's and Raley's.
Management is investigatng ways of addressing the situation with the
large customer mentioned above. Jackpot presently operates 311 gaming devices
at 30 locations of this customer. If revenues do not increase significantly at
these 30 locations, and in particularly at the 17 new locations, Jackpot
will continue to incur significant operating losses at the locations of this
customer.
Basic and diluted earnings per share for the 1999 three months was
$.85 versus $.13 per share for the 1998 three months, and net income for the
1999 three months was $7.3 million compared to $1.1 million for the 1998
three months. Such increases were due principally to the increase in other
income described above.
Year 2000
_________
In the past, many computer software programs were written using two
digits rather than four to define the applicable year. As a result, date-
sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This situation is generally referred to as the "Year
2000 Problem". If this situation occurs, the potential exists for computer
system failures or miscalculations by computer programs, which could disrupt
operations.
Jackpot conducted a review of its computer systems and other systems
for the purpose of assessing its potential Year 2000 Problem. In addition,
Jackpot has communicated with its major vendors and suppliers to determine
their state of readiness relative to the Year 2000 Problem and Jackpot's
possible exposure to Year 2000 issues of such third parties. Jackpot,
through correspondence from its major vendors or statements obtained at Year
2000 disclosure sites of major vendors, has been advised that such vendors
software or products are either Year 2000 compliant or should be Year 2000
compliant before December 31, 1999. However, there can be no guarantee that
the systems of other companies, which the Company's systems may rely upon,
will be timely converted or representations made to Jackpot by these parties
are accurate. As a result, the failure of a major vendor or supplier to
adequately address their Year 2000 Problem could have a significant adverse
impact on the Company's operations.
As a result of various external risk factors, the Company could be
adversely impacted and the effect could be significant regardless of the
readiness of Jackpot. The most reasonable worst case scenario - if one or
more providers (electric, phone or radio repeater) experience Year 2000
problems that impact their ability to provide their services, the Company's
operations could be adversely impacted. In addition, the disruption of
banking services due to Year 2000 problems could ultimately impair the
Company's daily financial transactions, including the deposit of monies and
processing of checks. Furthermore, customers' access to cash via automated
teller machines could also be disrupted.
Jackpot has modified or replaced its essential computer systems and
other systems and has begun its final testing of such systems. Jackpot
anticipates that such testing will be completed in November 1999. Subject
to the completion of this testing, Jackpot believes that the Company's
essential systems are Year 2000 compliant.
All costs related to the Year 2000 Problem have been expensed as
incurred, while the cost of new hardware is capitalized and amortized over
its expected useful life. The costs associated with Year 2000 compliance
have not been material to the Company's financial position or results of
operations. As of September 30, 1999, the Company had incurred Year 2000
compliance costs, principally for internal costs and system applications, of
approximately $250,000. Management believes that the cost of completing
its final testing of its essential systems will be approximately
$30,000.
Forward-looking statements
__________________________
Certain information included in this Form 10-Q and other materials
filed or to be filed by the Company with the Securities and Exchange
Commission contains statements that may be considered forward-looking. In
addition, from time to time, the Company may release or publish forward-
looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments and similar
matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the
terms of the safe harbor, the Company notes that a variety of factors could
cause the Company's actual results and experience to differ materially from
the anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include, but are not limited to, competitive pressures, the loss or
nonrenewal of any of Jackpot's significant contracts, the consolidation or
disposition of selected locations as a result of the merger of Albertson's,
Inc. and American Stores Company (each of which was a significant customer
of the Company during the past three fiscal years), conditioning or
suspension of any gaming license, unfavorable changes in gaming
regulations, adverse results of significant litigation matters, possible
future financial difficulties of a significant customer and the continued
growth of the gaming industry and population in Nevada. Readers are
cautioned not to place undue reliance on any forward-looking statements,
which speak only as of the date thereof. The Company assumes no obligation
to update or supplement forward-looking statements as a result of new
circumstances or subsequent events.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
_________________________________________________________
On March 10, 1999, the Company purchased a total of 1,014,400 shares of
common stock of Players in an open market transaction. The Company
acquired the shares of Players common stock because the purchase price for
those shares was significantly below the per share consideration which the
Company had agreed to pay for all outstanding shares of Players pursuant to
the Agreement and Plan of Merger dated as of February 8, 1999, which
provided for the merger of Players into a wholly-owned subsidiary of the
Company. For further information concerning the termination of the merger
with Players and the purchase of Players common stock by the Company,
see Note 5 of Notes to Condensed Consolidated Financial
Statements in this Form 10-Q.
As of September 30, 1999, Jackpot owned 1,004,400 shares of Players
common stock. Presently, such shares are being held by the Company pending
consummation of the merger with Harrah's Entertainment, Inc. and Players.
However, unless and until the merger is consummated or the Company sells its
remaining Players shares in the open market prior to the consummation of the
merger, the Company is exposed to equity price risk on those shares. The
Company has not attempted to reduce or eliminate its market exposure on
those shares. A 10% adverse change in the price of the Players common stock
from the price at September 30, 1999 would result in a decrease of
approximately $744,000 in the fair value of Players common stock owned by
the Company at September 30, 1999.
In all other respects, for the three months ended September 30, 1999,
there were no changes to the information incorporated by reference in Item
7A of the 1999 Form 10-K.
PART II. OTHER INFORMATION
_________________
Item 4. Submission of Matters to a Vote of Stockholders
(a) A Special Meeting of Stockholders was held on September 14, 1999.
(b) Proxies were solicited by Jackpot's management without opposition
and all nominees were elected to hold office until the next annual
meeting as described in the Proxy Statement dated July 22, 1999.
(c) No other matters were voted upon except for the proposal to amend
the articles of incorporation. The stockholders voted 6,773,756
shares "FOR," 841,799 shares "AGAINST" and 24,392 shares
"ABSTAINING" to approve the proposal to amend the articles of
incorporation to increase the number of shares of common stock that
Jackpot is authorized to issue from 30 million shares to 60 million
shares. A pending stockholder proposal was not acted upon because
the proponent failed to make the proper motion.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 - Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K - No Form 8-K was filed for the three months
ended September 30, 1999.
Signature
_________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JACKPOT ENTERPRISES, INC.
_________________________
(Registrant)
By: /s/ Bob Torkar
_________________________
BOB TORKAR
Senior Vice President -
Finance, Treasurer and
Chief Accounting Officer
Date: November 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Jackpot's
Condensed Consolidated Balance Sheets - September 30, 1999 and June 30, 1999 and
its Condensed Consolidated Statements of Income - Three Months Ended
September 30, 1999 and 1998 and is qualified in its entirety by reference to
such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 60,264
<SECURITIES> 7,439
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 71,209
<PP&E> 34,887
<DEPRECIATION> 21,818
<TOTAL-ASSETS> 92,530
<CURRENT-LIABILITIES> 7,340
<BONDS> 0
0
0
<COMMON> 99
<OTHER-SE> 81,940
<TOTAL-LIABILITY-AND-EQUITY> 92,530
<SALES> 0
<TOTAL-REVENUES> 22,800
<CGS> 0
<TOTAL-COSTS> 21,254
<OTHER-EXPENSES> 1,134
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,570
<INCOME-TAX> 3,277
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,293
<EPS-BASIC> .85
<EPS-DILUTED> .85
</TABLE>
