UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________.
0-20630
(Commission File No)
FULL HOUSE RESORTS, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-3391527
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12555 HIGH BLUFF DRIVE
SUITE 380
SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices) (zip code)
(619) 350-2030
(Registrant's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 3, 1998, Registrant had 10,340,380 shares of its $.0001 par value
common stock outstanding.
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FULL HOUSE RESORTS, INC
TABLE OF CONTENTS
PAGE
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PART I. Financial Information
Item 1. Condensed Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Income
for the three months and nine months ended
September 30, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. Other Information 12
Signatures 13
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,037,560 $ 2,422,884
Note receivable - joint venture, current portion - 544,911
Restricted cash - 530,881
Accounts receivable - 10,210
Receivable from related party - 106,760
Inventories - 89,437
Prepaid expenses 121,620 286,126
Receivable from joint ventures 408,378 343,200
------------ -------------
Total current assets 2,567,558 4,334,409
ASSETS HELD FOR SALE - net - 5,542,078
LAND HELD FOR DEVELOPMENT 4,568,090 -
GOODWILL - net 1,518,816 1,898,517
NOTE RECEIVABLE - JOINT VENTURE 29,249 23,748
INVESTMENTS IN JOINT VENTURES 5,120,168 5,025,379
DEPOSITS AND OTHER ASSETS 430,711 922,612
------------ -------------
TOTAL $ 14,234,592 $ 17,746,743
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ - $ 697,100
Accounts payable 20,674 93,504
Accrued expenses 103,465 526,297
Income taxes payable - 16,862
------------ -------------
Total current liabilities 124,139 1,333,763
------------ -------------
LONG-TERM DEBT, net of current portion 3,000,000 6,190,562
------------ -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Cumulative, convertible preferred stock, par value $.0001, 5,000,000
shares authorized; 700,000 shares issued and outstanding;
aggregate liquidation preference of $3,412,500 and $3,255,000 70 70
Common stock, par value $.0001, 25,000,000 shares authorized;
10,340,380 shares issued and outstanding 1,034 1,034
Additional paid in capital 17,135,469 16,957,487
Accumulated deficit (6,026,120) (6,736,173)
------------ -------------
Total stockholders' equity 11,110,453 10,222,418
------------ -------------
TOTAL $14,234,592 $ 17,746,743
============ =============
</TABLE>
See notes to condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
JOINT VENTURE REVENUES $ 941,304 $ 849,205 $ 2,735,994 $ 2,442,523
OPERATING COSTS AND EXPENSES:
General and administrative 440,181 348,658 1,361,622 1,166,131
Depreciation and amortization 129,239 128,365 387,626 385,043
------------- ------------ ------------ -------------
Total operating costs and expenses 569,420 477,023 1,749,248 1,551,174
------------- ------------ ------------ -------------
OPERATING INCOME 371,884 372,182 986,746 891,349
OTHER INCOME (EXPENSE):
Interest expense and debt issue costs (64,938) (63,872) (268,251) (191,087)
Interest and other income 21,481 36,167 158,568 114,982
------------- ------------ ------------ -------------
INCOME FROM CONTINUING
OPERATIONS BEFORE
INCOME TAXES 328,427 344,477 877,063 815,244
Provision for income taxes (61,843) (79,554) (199,543) (207,979)
------------- ------------ ------------ -------------
INCOME FROM CONTINUING
OPERATIONS 266,584 264,923 677,520 607,265
DISCONTINUED OPERATIONS (NOTE 3):
Income (loss) from operations of
Deadwood Gulch Resort 4,351 834,203 (352,692) 670,765
Gain on disposal of Deadwood Gulch
Resort - - 385,225 -
Impairment of Deadwood Gulch
Resort long lived assets - - - (3,220)
------------- ------------ ------------ -------------
NET INCOME 270,935 1,099,126 710,053 1,274,810
Less, undeclared dividends
on cumulative preferred stock (52,500) (52,500) (157,500) (157,500)
------------- ------------ ------------ -------------
NET INCOME APPLICABLE
TO COMMON SHARES $ 218,435 $ 1,046,626 $ 552,553 $ 1,117,310
============= ============ ============ =============
INCOME PER COMMON SHARE
FROM CONTINUING OPERATIONS
BASIC AND DILUTED $ 0.03 $ 0.03 $ 0.07 $ 0.06
============= ============ ============ =============
NET INCOME PER COMMON
SHARE BASIC AND DILUTED $ 0.02 $ 0.10 $ 0.05 $ 0.11
============= ============ ============ =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,340,380 10,340,380 10,340,380 10,340,252
============= ============ ============ =============
</TABLE>
See notes to condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 710,053 $ 1,274,810
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 387,626 385,043
Debt issue costs and imputed interest amortization 33,840 192,834
Amortization of deferred compensation expense 177,982 75,709
Impairment of long-lived assets - 3,220
Gain on disposal of assets held for sale (385,225) (274)
Equity in income of joint ventures (2,735,994) (2,442,523)
Investments in joint ventures - (177,061)
Distributions from joint ventures 2,641,205 2,469,937
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 112,983 (175,540)
(Increase) decrease in restricted cash 530,881 (303,563)
Decrease in inventories 8,297 4,836
(Increase) decrease in prepaid expenses 138,132 (60,536)
Increase in other assets (4,774) (1,480)
Increase (decrease) in accounts payable and accrued expenses (425,150) 200,031
------------- -------------
Net cash provided by operating activities 1,189,856 1,444,543
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of assets held for sale (5,855) (46,054)
Proceeds from sale of assets held for sale 5,930,326 43,661
Proceeds from sale of current assets and liabilities 11,439 -
Acquisition of land held for development (3,954,340) -
Net payments on purchase options (125,000) (200,000)
Decrease in receivables from joint ventures 474,232 381,986
------------- -------------
Net cash provided by investing activities 2,330,802 179,593
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loan 2,000,000 -
Proceeds from exercise of warrants - 3,500
Repayment of debt (5,905,982) (214,904)
------------- -------------
Net cash used in financing activities (3,905,982) (211,404)
------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (385,324) 1,412,732
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,422,884 1,049,183
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,037,560 $ 2,461,915
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM CONDENSED FINANCIAL STATEMENTS - The interim condensed
consolidated financial statements of Full House Resorts, Inc. (the
"Company") included herein reflect all adjustments which are, in the
opinion of management, necessary to present a fair statement of the
results for the interim periods presented. All such adjustments are of
a normal recurring nature. Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1997.
The results of operations for the three and nine month periods ended
September 30, 1998 are not necessarily indicative of the results to be
expected for the year ending December 31, 1998.
CONSOLIDATION - The condensed consolidated financial statements include
the accounts of the Company and all its majority-owned subsidiaries.
All material intercompany accounts and transactions have been
eliminated.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE
INCOME (FASB 130), which is effective for fiscal years beginning after
December 15, 1997. FASB 130 establishes standards for reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements. The Company adopted FASB 130
during the first quarter of 1998 without a material effect on the
disclosures in its consolidated financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS
OF AN ENTERPRISE AND RELATED INFORMATION (FASB 131), which is effective
for financial statements for periods beginning after December 15, 1997.
FASB 131 establishes standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments on interim financial
reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and
major customers. The Company has not yet determined the effect adoption
of FASB 131 will have on disclosures in its consolidated financial
statements.
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES (FASB 133). This statement
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and
measure those instruments at fair value and is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999. Management
does not believe this new statement will have a material impact on the
consolidated financial statements of the Company.
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<PAGE>
3. DISCONTINUED OPERATIONS
On May 12, 1998, the Company completed the sale of Deadwood Gulch
Resort ("DGR") for $6 million cash and the proration of certain related
items. The Company received net proceeds of $5,941,765 from the sale of
DGR, which includes the $6 million cash portion of the sales price in
addition to $11,439 received from the buyer for the proration of
inventory, receivables and prepaid assets, offset by advance deposits,
progressive jackpot liabilities and closing costs of $69,674. Revenues
from DGR for the three and nine month periods ended September 30, 1998
were $0 and $1,076,240 compared to $2,322,188 and $4,504,794 for the
comparable periods of 1997. The gain on the sale, recorded in the
second quarter 1998, was $385,225. The results of DGR have been
classified as discontinued operations in the accompanying financial
statements.
4. SUPPLEMENTAL STATEMENT OF CASH FLOW INFORMATION
Cash payments for interest for the nine months ended September 30, 1998
and 1997 were $437,822 and $329,705, respectively.
The following noncash investing activity is not reflected in the
condensed consolidated statements of cash flows:
During the nine months ended September 30, 1998, the Company applied
purchase option deposits of $613,750 towards the acquisition of land
held for development.
******
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS
AND NINE MONTHS ENDED SEPTEMBER 30, 1997
JOINT VENTURE INCOME. Joint venture income increased $92,099, or 10.8%,
and $293,471, or 12.0%, respectively, for the three month and nine month periods
ended September 30, 1998 as compared to the comparable periods in 1997. These
increases are due to the improved operating results from the Delaware and Oregon
joint ventures.
DELAWARE JOINT VENTURE. The Company's share of income from the Delaware
joint venture was $648,284 and $1,953,840, respectively, for the three and nine
month periods ended September 30, 1998. These represented increases in the
Company's share of income of $74,910, or 13.1%, and $228,585, or 13.3%, over the
comparable periods of 1997. The increases are attributed to an established
marketing plan in place at the facility and the addition of 122 video slot
machines on May 22, 1998. As a result of operating results exceeding initial
projections, Midway Slots and Simulcast has prepaid its obligation to the
Delaware joint venture. The joint venture, in turn, prepaid its obligation to
the Company in February 1998.
OREGON JOINT VENTURE. The Company's share of income from the Oregon
joint venture increased $22,142, or 7.8%, and $70,120, or 9.3%, for the three
and nine month periods ended September 30, 1998, respectively, as compared to
1997 as a result of improved marketing of the casino.
CALIFORNIA AND MICHIGAN JOINT VENTURES. The Company's share of the loss
from the California and Michigan joint ventures increased by $4,953 and $5,243
for the three and nine month periods ended September 30, 1998, respectively, as
compared to the comparable periods in 1997. These joint venture companies are
still in the development stage and do not have operating revenues.
GENERAL AND ADMINISTRATIVE EXPENSES. Expenses increased $91,523, or
26.3%, and $195,491, or 16.8%, for the three and nine month periods ended
September 30, 1998, respectively, as compared to the comparable periods in 1997.
This increase is primarily due to the grant, on January 6, 1998 of a vested
stock option to Gregg Giuffria, who later became president and chief operating
officer of the Company, to purchase 70,001 common shares at $2.03. The value of
$240,964 for the options was estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions: expected
volatility of 95 percent, risk-free interest rate of 5.4 percent, and expected
life of 2.0 years. As the options were granted to a then nonemployee in return
for services, consulting expense was recognized in the first quarter of 1998 in
the amount of $74,554, and the remaining $166,320 is being amortized over a 36
month period beginning April 1998. In addition, in 1998, the Company continued
to incur costs related to the investigation, due diligence and pre-development
of various ongoing opportunities for expansion of its business and the increase
in the Company's corporate structure necessary to administer the Company's
expansion.
INTEREST EXPENSE AND DEBT ISSUE COSTS. For the three and nine month
periods ended September 30, 1998, interest expense and debt issue costs
increased by $1,066 and $77,164, respectively, as compared to 1997 due to a $2
million bank loan used to acquire property in Mississippi.
INTEREST AND OTHER INCOME. Interest and other income decreased by
$14,686 for the three months ended September 30, 1998 due to the prepayment of
the Delaware LLC note receivable. Interest and other income increased by $43,586
for the nine months ended September 30, 1998 due to a one time reimbursement of
$85,532 from the former Chairman of the Board for costs associated with the
gaming opportunities presented to the Company by him, partially offset by a
reduction in interest income due to the prepayment of the Delaware LLC note
receivable.
INCOME TAX EXPENSE. State income tax expense was $61,843 and $199,543
for the three months and nine months ended September 30, 1998, respectively. At
September 30, 1998, the Company had net operating loss
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<PAGE>
carryforwards for federal income tax purposes of approximately $2,180,000, which
may be carried forward to offset future taxable income. The loss carryforwards
expire in 2007 through 2014. The availability of the loss carryforwards may be
limited in the event of a significant change in ownership of the Company or its
subsidiaries.
DISCONTINUED OPERATIONS - DEADWOOD GULCH RESORT
INCOME (LOSS) FROM OPERATIONS. Income (loss) from the operation of
Deadwood Gulch Resort of $4,351 and ($352,692) represent decreased income and
increased losses of $829,852 and $1,023,457 for the three and nine month periods
ended September 30, 1998, respectively, as compared to the comparable periods in
1997. The increases are primarily due to the sale of the Resort on May 12, 1998
which was prior to the beginning of the peak season.
IMPAIRMENT OF LONG-LIVED ASSETS. In January 1996, the Company announced
its intent to dispose of DGR. The Company adopted the provisions of SFAS No.
121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF,
during the fourth quarter of the year ended December 31, 1995. Under SFAS No.
121, the Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of assets may not be
recoverable. Since the adoption of SFAS No. 121, the Company has written off
$4,154,290 related to DGR.
GAIN ON SALE OF ASSETS HELD FOR SALE. The Company recognized a gain on
the sale of DGR of $385,225 after considering the impairment of long-lived
assets discussed above. DGR was sold on May 12, 1998. See also "Liquidity and
Capital Resources".
LIQUIDITY AND CAPITAL RESOURCES
The Company held cash and cash equivalents of $2,037,560 as of
September 30, 1998. Net cash provided by operating activities during the nine
months ended September 30, 1998 was $1,189,859. Net cash provided by investing
activities of $2,330,802 and net cash used in financing activities of $3,905,982
for the nine month period ended September 30, 1998, were the result of two
significant transactions described below.
On May 12, 1998, the Company completed the sale of DGR for $6 million
cash and the proration of certain related items. The Company received net
proceeds of $5,941,765 from the sale of DGR, which includes the $6 million cash
portion of the sales price in addition to $11,439 received from the buyer for
the proration of inventory, receivables and prepaid assets, offset by advance
deposits, progressive jackpot liabilities and closing costs of $69,674. On May
31, 1995, DGR had borrowed $5 million, secured by its real property. The Company
repaid the remaining $3,165,861 due under this note from the proceeds from the
sale. The Company also used approximately $200,000 of the sale proceeds to
payoff the remaining current liabilities of DGR.
On February 23, 1998, the Company completed the purchase of a portion
of a proposed gaming site in Biloxi, Mississippi. The Company acquired the site
for $4,155,000 and the payment of certain related costs. The Company utilized
cash on hand of $2,155,000 and obtained a $2 million bank loan in connection
with the purchase. The bank loan was repaid on June 3, 1998 using proceeds from
the sale of DGR. Negotiations to develop a theme hotel/casino at the site, with
investment partners, remain underway. The completion of the proposed transaction
is subject to the approval of all required Mississippi gaming authorities as
well as completion of due diligence, approval by the Company's Board of
Directors, execution of definitive agreements with respect to acquisition and
development of the site, and receipt of financing for the project.
Upon the payoff of the bank loan discussed above, the Company
negotiated a $2 million line of credit with the same bank. The line bears
interest adjustable daily at one percent above prime, requires interest payments
monthly on the outstanding balance, and all principal and accrued interest is
due at maturity on February 25, 1999. No amounts have been drawn on the line to
date.
On November 20, 1995, Full House merged a wholly-owned subsidiary into
Omega Properties Inc. (30% owned by William P. McComas, a director/stockholder
of the Company). In exchange, the shareholders of Omega
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received an aggregate of 500,000 shares of Full House Common Stock and a
promissory note of Full House in the principal amount of $375,000. William P.
McComas received the note and Mr. Fugazy, the other stockholder of Omega,
received the shares in exchange for their interests as shareholders of Omega. On
May 11, 1998, Full House received a request for repayment of the $375,000 note
and repaid the same, plus all accrued interest on May 14, 1998 from the DGR sale
proceeds.
Full House is a party to a series of agreements with GTECH Corporation,
a leading supplier of computerized systems and services for
government-authorized lotteries, to jointly pursue certain gaming opportunities.
Pursuant to the agreements, joint venture companies equally owned by GTECH and
Full House have been formed. Full House has contributed its rights to the North
Bend, Oregon facility and the rights to develop the Torres-Martinez,
Nottawaseppi Huron Band of Potawatomi and Delaware State Fair projects to the
joint venture companies. GTECH has contributed cash and other intangible assets
and has agreed to loan the joint venture entities up to $16.4 million to
complete the North Bend, Oregon and Delaware facilities. Full House has agreed
to guarantee one-half of the obligations of the joint venture companies to GTECH
under these loans and has guaranteed to GTECH one-half of a $2.0 million loan to
the North Bend, Oregon Indian Tribe. GTECH also provides project management,
technology and other expertise to analyze and develop/manage the implementation
of opportunities developed by the joint venture entities. GTECH has also loaned
Full House $3 million, which loan was convertible, until January 1998 into
600,000 shares of Full House Common Stock. The loan conversion clause expired
without exercise. The note bears interest at prime. Interest is paid monthly and
the unpaid principal and interest are due on January 25, 2001. In addition, Full
House has been reimbursed by one of the joint venture companies for certain
advances and expenditures made by Full House relating to the gaming development
agreements. As part of this transaction, Allen E. Paulson, William P. McComas
and Lee Iacocca have granted to GTECH an option to purchase their shares should
they propose to transfer the same. The parties are no longer required to present
gaming opportunities to the other for joint development.
The Company advanced funds to the Delaware joint venture company
totaling $1,886,498, of which $544,911 was outstanding as of December 31, 1997.
The note was paid in full as of February 1998.
As a result of its agreements with GTECH, receipt by Full House of
revenues from the operations of projects (other than the Deadwood Gulch Resort)
is governed by the terms of the joint venture agreements applicable to such
projects. These contracts provide that net cash flow (after certain deductions)
is to be distributed monthly to Full House and GTECH. While Full House does not
believe that this arrangement will adversely impact its liquidity, with the sale
of DGR, the Company's continuing cash flow is dependent on the operating
performance of its joint ventures, and the ability to receive monthly
distributions.
As of September 30, 1998, Full House had cumulative undeclared and
unpaid dividends in the amount of $1,312,500 on the 700,000 outstanding shares
of its 1992-1 Preferred Stock. Such dividends are cumulative whether or not
declared, and are currently in arrears.
Additional financing will be required for the Company to effect its
business strategy and no assurance can be given that such financing will be
available upon commercially reasonable terms.
YEAR 2000 ISSUES
The Company has implemented a Year 2000 program to ensure that its
computer systems and applications will function properly beyond 1999. The
Company believes that it has allocated adequate resources for this purpose and
expects its Year 2000 date conversion program to be completed successfully on a
timely basis. Although the ability of third parties with whom the Company
transacts business to address their Year 2000 issues is outside the Company's
control, the Company is discussing with its joint venture partners, significant
vendors and customers the possibility of any interface difficulties which may
affect the Company. The Company currently does not expect the costs necessary to
address this matter to be material to its financial condition or results of
operations.
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<PAGE>
FORWARD LOOKING STATEMENTS
This report contains certain "forward-looking statements" as such term
is defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represents the Company's interpretation or beliefs. These forward looking
statements, by their nature, involve substantial risks and uncertainties,
certain of which may be beyond the Company's control and actual results may
differ materially depending on a variety of important factors including
uncertainties related to acquisitions, government regulation, managing and
maintaining growth, the effect of adverse publicity, competition and other
factors described in the Company's filings with the Securities and Exchange
Commission. For this purpose, any statements contained in this Report that are
not statements of historical fact may be deemed to be forward looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," or "continue"or the negative or other
variations thereof or comparable terminology are intended to identify forward
looking statements.
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PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of September 30, 1998, cumulative dividends with respect to the
Company's Series 1992-1 Preferred Stock were $1,312,500, which were
undeclared, unpaid and were in arrears, which class ranks prior to the
Company's Common Stock with regard to dividend and liquidation rights.
ITEM 5. OTHER INFORMATION
Pursuant to recent amendments to the proxy rules under the Securities
Exchange Act of 1934, the Company's stockholders are notified that the
deadline for providing the Company timely notice of any stockholder
proposal to be submitted outside of the Rule 14a-8 process for
consideration at the Company's 1999 Annual Meeting of Stockholders (the
"Annual Meeting") will be April 30, 1999. As to all such matters which
the Company does not have notice on or prior to April 30, 1999,
discretionary authority shall be granted to the designated persons in
the Proxy Statement for the Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
On May 26, 1998, the Company filed a Current Report on
form-8-K with the Commission, reporting under Item 2.
Disposition of Assets, that the sale of the Deadwood Gulch
Resort had been completed. On July 23, 1998 the Company filed
an amendment to its Current Report on Form 8-K/A with the
Commission including Financial Information with respect to the
sale of the Resort.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
FULL HOUSE RESORTS, INC.
Date: November 10, 1998
By /s/ GREGG R. GIUFFRIA
--------------------------------------
Gregg R. Giuffria, President and Chief
Operating Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
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