U.S. 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 JUNE 30, 1999.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________
TO ______________.
Commission File No. 0-20630
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FULL HOUSE RESORTS, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 13-3391527
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2300 W. Sahara Ave.
Suite 450, Box 23
LAS VEGAS, NEVADA 89102
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(Address of principal executive offices) (zip code)
(702) 221-7800
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(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 August 10, 1999, 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
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PART I. Financial Information
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
June 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Operations
for the three months ended June 30, 1999 and 1998 4
Condensed Consolidated Statements of Operations
for the six months ended June 30, 1999 and 1998 5
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1999 and 1998 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. Other Information 13
Signatures 13
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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JUNE 30, DECEMBER 31,
ASSETS 1999 1998
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CURRENT ASSETS:
Cash and cash equivalents $ 342,509 $ 1,092,178
Income tax refund receivable - 35,871
Prepaid expenses 38,228 88,018
Receivable from joint ventures 144,428 216,188
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Total current assets 525,165 1,432,255
LAND HELD FOR DEVELOPMENT 4,621,670 4,621,670
GOODWILL - net 1,139,115 1,392,249
NOTE RECEIVABLE - JOINT VENTURE 287,107 232,421
INVESTMENTS IN JOINT VENTURES 4,265,605 5,017,470
DEFERRED TAX ASSET 158,940 -
DEPOSITS AND OTHER ASSETS 4,026,394 2,777,199
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TOTAL $ 15,023,996 $ 15,473,264
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 16,107 $ 33,566
Accrued expenses 1,064,245 1,111,158
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Total current liabilities 1,080,352 1,144,724
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LONG-TERM DEBT 3,000,000 3,000,000
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DEFERRED INCOME TAXES - 121,235
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Cumulative preferred stock, par value $.0001, 5,000,000
shares authorized; 700,000 shares issued and outstanding;
aggregate liquidation preference of $3,570,000 and $3,465,000 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 17,296,257 17,218,065
Accumulated deficit (6,353,717) (6,011,864)
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Total stockholders' equity 10,943,644 11,207,305
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TOTAL $ 15,023,996 $ 15,473,264
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</TABLE>
See notes to condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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THREE MONTHS ENDED
JUNE 30,
1999 1998
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OPERATING REVENUES:
Casino $ - $ 100,438
Hotel/RV park - 85,715
Retail, food and beverage - 147,309
Joint ventures 924,486 967,297
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924,486 1,300,759
Less: promotional allowances - (24,159)
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Net operating revenues 924,486 1,276,600
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OPERATING COSTS AND EXPENSES:
Casino - 91,116
Hotel/ RV park - 82,733
Retail, food and beverage - 161,187
Sales and marketing - 28,933
General and administrative 506,239 570,712
Depreciation and amortization 132,146 129,227
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Total operating costs and expenses 636,385 1,063,908
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INCOME FROM OPERATIONS 286,101 212,692
Interest expense and debt issue costs (58,196) (145,626)
Interest and other income 2,349 494,675
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INCOME BEFORE INCOME TAXES 230,254 561,741
INCOME TAX PROVISION (60,425) (73,175)
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NET INCOME 169,829 488,565
Less, undeclared dividends on cumulative preferred stock 52,500 52,500
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NET INCOME APPLICABLE TO COMMON SHARES $ 117,329 $ 436,065
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NET INCOME PER COMMON SHARE, Basic and Diluted $ 0.01 $ 0.04
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Weighted average shares, Basic 10,340,380 10,340,380
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Diluted 10,382,295 10,412,988
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</TABLE>
See notes to condensed consolidated financial statements.
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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SIX MONTHS ENDED
JUNE 30,
1999 1998
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OPERATING REVENUES:
Casino $ - $ 281,796
Hotel/RV park - 320,313
Retail, food and beverage - 538,537
Joint ventures 1,763,459 1,794,690
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1,763,459 2,935,156
Less: promotional allowances - (64,226)
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Net operating revenues 1,763,459 2,870,930
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OPERATING COSTS AND EXPENSES:
Casino - 250,637
Hotel/ RV park - 194,206
Retail, food and beverage - 511,602
Sales and marketing - 92,525
General and administrative 1,066,480 1,150,006
Depreciation and amortization 262,653 258,387
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Total operating costs and expenses 1,329,133 2,457,363
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INCOME FROM OPERATIONS 434,326 413,567
Interest expense and debt issue costs (124,859) (369,308)
Interest and other income 18,125 532,559
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INCOME BEFORE INCOMES TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 327,592 576,818
INCOME TAX PROVISION (125,576) (137,700)
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NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 202,016 439,118
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of tax (543,870) -
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NET INCOME (LOSS) (341,854) 439,118
Less, undeclared dividends on cumulative preferred stock 105,000 105,000
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NET INCOME (LOSS) APPLICABLE TO COMMON SHARES $ (441,854) $ 334,118
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Income per common share before cumulative effect of change in
accounting principle, Basic and Diluted $ 0.01 $ 0.03
Change in accounting principle, Basic and Diluted (0.05) -
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NET INCOME (LOSS) PER COMMON SHARE, Basic and Diluted $ (0.04) $ 0.03
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Weighted average shares; Basic 10,340,380 10,340,380
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Diluted 10,340,380 10,388,165
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</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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SIX MONTHS ENDED
JUNE 30,
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (341,854) $ 439,118
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 262,653 258,387
Debt issue costs and imputed interest amortization - 33,840
Amortization of deferred compensation expense 78,192 138,886
Cumulative effect of change in accounting principle 543,870 -
Equity in income of joint ventures (1,763,459) (1,794,690)
Distributions from joint ventures 1,691,279 1,698,335
Gain on disposal of assets held for sale (385,225)
Changes in assets and liabilities:
Receivables 35,871 112,944
Restricted cash - 530,881
Inventories - 8,297
Prepaid expenses 49,790 173,597
Other assets (98,380) (4,774)
Accounts payable and accrued expenses (64,372) (421,301)
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Net cash provided by operating activities 393,590 788,295
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (35,333) (5,855)
Deposits on purchase options (1,125,000) (25,000)
Proceeds from sale of assets held for sale - 5,930,326
Acquisition of land held for development - (3,954,340)
Proceeds from sale of current assets and liabilities - 11,439
Decrease in receivables from joint ventures 17,074 504,457
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Net cash provided by (used in) investing activities (1,143,259) 2,461,027
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit 1,000,000 2,000,000
Repayment of debt (1,000,000) (5,905,982)
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Net cash used in financing activities - (3,905,982)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (749,669) (656,660)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,092,178 2,422,884
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 342,509 $ 1,766,224
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</TABLE>
See notes to condensed consolidated financial statements.
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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, 1998. The results of operations for the period
ended June 30, 1999 are not necessarily indicative of the results to be
expected for the year ending December 31, 1999.
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. Certain prior year amounts have been reclassified to
conform with the current year presentation.
EARNINGS PER SHARE - The Company applies Statement of Financial
Accounting Standards No. 128 in computing earnings per share ("EPS").
Basic EPS is computed by dividing net income/(loss) by the weighted
average number of shares outstanding during the periods presented.
Diluted EPS is determined on the assumption that outstanding options
are exercised and repurchased at the average price for the periods
presented. For periods in which a loss is reported, diluted EPS is
computed without regard to the assumed exercise of options, but is
based on the weighted average shares outstanding.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
In April 1998, The Accounting Standards Executive Committee of the
American Institute of Public Accounting issued Statement of Position
98-5, "Reporting on the Costs of Start - Up Activities." It requires
that the costs of start-up activities that had been previously
capitalized, be expensed as incurred. Accordingly, during the first
quarter of 1999, the Company's joint venture investments expensed
approximately $1.6 million of costs previously incurred. The Company
has recognized its 50% share of $824,045, net of the related tax
benefit of $280,175, yielding a net cumulative effect of a change in
accounting principle of $543,870.
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3. SEGMENT INFORMATION
The Company has several distinct operating segments as reflected in the
following tables. The Joint Venture segment includes the Company's
ventures with GTECH Corporation. (Note 4.) The operation of Deadwood
Gulch Resort ("DGR") represented a separate segment until its
disposition during 1998.
SUMMARY INFORMATION FOR THE SIX MONTH PERIODS ENDED JUNE 30,
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1999 JOINT
VENTURES CORPORATE DGR CONSOLIDATED
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Net Revenues $ 1,763,459 $ - $ - $ 1,763,459
Operating income (loss) 1,510,325 (1,075,999) - 434,326
Net income before cumulative effect
of change in accounting principle 1,270,030 (1,068,014) - 202,016
Accounting change, net (543,870) - - (543,870)
Net income (loss) 726,160 (1,068,014) - (341,854)
1998 JOINT
VENTURES CORPORATE DGR CONSOLIDATED
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Net Revenues $ 1,794,690 $ - $ 1,076,240 $ 2,870,930
Operating income (loss) 1,541,556 (926,696) (201,293) 413,567
Net income (loss) 1,320,717 (909,784) 28,185 439,118
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SUMMARY INFORMATION FOR THE THREE MONTH PERIODS ENDED JUNE 30,
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1999 JOINT
VENTURES CORPORATE DGR CONSOLIDATED
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Net Revenues $ 924,486 $ - $ - $ 924,486
Operating income (loss) 797,919 (511,818) - 286,101
Net income (loss) 679,951 (510,122) - 169,829
1998 JOINT
VENTURES CORPORATE DGR CONSOLIDATED
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Net Revenues $ 967,297 $ - $ 309,303 $ 1,276,600
Operating income (loss) 840,730 (492,573) (135,465) 212,692
Net income (loss) 726,389 (446,375) 208,551 488,565
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4. JOINT VENTURE INVESTMENTS
The Company has four joint ventures with GTECH. The Delaware venture
manages a slot operation at Harrington Raceway in Harrington,. The
Oregon venture developed the Mill Casino in North Bend, for the
Coquille Indian Tribe. The Michigan venture, which is still in the
development stage, has a management agreement with a Tribe in Battle
Creek., while the California venture, also in the development stage,
has an agreement with a Tribe in Thermal.
SUMMARY INFORMATION FOR THE SIX MONTH PERIODS ENDED JUNE 30,
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1999 DELAWARE OREGON MICHIGAN CALIFORNIA
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Revenues $ 5,966,546 $ 1,123,739 $ - $ -
Operating income (loss) 2,568,627 1,091,759 (90,265) (40,076)
Cumulative effect of change
in accounting principle (9,157) (137,351) (1,260,818) (240,765)
Net income (loss) 2,559,470 954,408 (1,351,083) (280,841)
1998 DELAWARE OREGON MICHIGAN CALIFORNIA
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Revenues $ 5,760,750 $ 1,077,335 $ - $ -
Operating income (loss) 2,611,111 1,032,704 (8,062) (46,373)
Net income (loss) 2,611,111 1,032,704 (8,062) (46,373)
</TABLE>
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SUMMARY INFORMATION FOR THE THREE MONTH PERIODS ENDED JUNE 30,
1999 DELAWARE OREGON MICHIGAN CALIFORNIA
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Revenues $ 2,946,316 $ 579,727 $ - $ -
Operating income (loss) 1,369,316 562,912 (54,127) (26,003)
Net income (loss) 1,369,316 562,912 (54,127) (26,003)
1998 DELAWARE OREGON MICHIGAN CALIFORNIA
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Revenues $ 2,899,359 $ 561,809 $ - $ -
Operating income (loss) 1,421,614 534,660 (3,818) (17,862)
Net income (loss) 1,421,614 534,660 (3,818) (17,862)
</TABLE>
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<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1998
JOINT VENTURE INCOME. Joint Venture income decreased $42,811, or 4.4%
for the three month period and $31,231, or 1.7% for the six month period as
compared to the same periods in 1998. These decreases are primarily due to
improved operating results from the Oregon and Delaware joint ventures offset by
larger losses from Michigan and California, and a reduction in net Delaware
management fees.
OREGON JOINT VENTURE. The Company's share of income from the Oregon
joint venture was $281,456, an increase of 5.3% for the three month period, and
$545,879, an increase of 5.7% for the six month period. These increases are due
to continued growth in the market, coupled with the introduction in March 1999
of "Wide-Area-Progressive" games featuring a linked jackpot.
DELAWARE JOINT VENTURE. In June 1998, the Joint Venture Company agreed
to reduce its management fees by $15,000 per month for a 60 (sixty) month period
in consideration for Harrington Raceway funding certain revenue enhancing
capital improvements at the facility. This fee reduction began in June 1998, and
will continue until May 2003, for a total cumulative fee reduction of $900,000.
For the three months ended June 30, 1999, the Company's share of income from the
Delaware joint venture was $683,030 after the applicable management fee
reduction. This represented a decrease of $27,777 from the comparable prior year
period when no fee reduction was made. For the six month period ended June 30,
1999, revenues were $1,282,686 after the fee reduction. This represented a
decrease of $22,870 for the six month period. Before the fee reductions, the
Delaware venture posted increases of 2.4% and 5.1%, for the respective three and
six month periods.
CALIFORNIA AND MICHIGAN JOINT VENTURES. The Company's share of the loss
from the California and Michigan joint ventures increased by $29,160 and $37,888
for the three and six month periods ended June 30, 1999. The majority of these
increases were due to increased activities related to the Michigan venture with
the Huron Potawatomi Tribe in Battle Creek. The Company has begun to incur
expenses in connection with assisting the Tribe in obtaining suitable land for
its gaming facility. These joint venture companies are still in the development
stage and do not have operating revenues.
GENERAL AND ADMINISTRATIVE EXPENSES. Non-Resort expenses increased by
$16,329 and $145,039 for the respective three and six month periods ended June
30, 1999. These increases are primarily due to increased payroll and legal
expenses associated with the Company's efforts to develop the Biloxi,
Mississippi project. Resort expenses decreased by $80,802 and $228,565,
respectively, due to the disposal of Deadwood Gulch.
INTEREST EXPENSE AND DEBT ISSUE COSTS. Interest expense and debt issue
costs decreased by $87,430 and $244,449 for the three and six month periods,
respectively, primarily due to the 1998 repayment of debt associated with
Deadwood Gulch Resort ("DGR"), and lower amounts outstanding on the line of
credit.
INTEREST AND OTHER INCOME. Interest and other income decreased by
$492,326 in the three month period and $514,434 in the six month period. The
Company realized a gain on the sale of DGR of $385,225 in the second quarter of
1998, and also received a one time reimbursement of $85,532 from its former
Chairman for previously incurred costs. In addition, in February 1998, the
Delaware LLC note receivable was paid in full.
INCOME TAX PROVISION. Income tax expense primarily represents state
taxes on the Company's earnings from its joint venture investments. For federal
tax purposes the Company has net operating loss carryforwards of approximately
$3,400,000, which may be carried forward to offset future taxable income. The
loss carryforwards expire in 2007 through 2018. The availability of the loss
carryforwards may be limited in the event of a significant change in ownership
of the Company or its subsidiaries.
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CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. In April 1998, The
Accounting Standards Executive Committee of the American Institute of Public
Accounting issued Statement of Position 98-5, "Reporting on the Costs of Start -
Up Activities." It requires that the costs of start-up activities that had been
previously capitalized, be expensed as incurred. During the first quarter of
1999, the Company realized $824,045 of such costs that had been previously
incurred by its joint venture investments, net of the related tax benefit of
$280,175.
DEADWOOD GULCH RESORT. In May 1998, the Company completed the sale of
DGR and paid off the related outstanding indebtedness. There are no revenues or
expenses related to DGR in 1999. During the three and six month periods of 1998,
DGR generated operating losses of $135,465 and $201,293, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had cash and cash equivalents of
$342,509. For the six months ended June 30, 1999, cash of $393,590 was provided
by operating activities, as compared to $788,295 in the prior year period. The
decline is primarily due to the decrease in various current assets, including
restricted cash, of DGR prior to the sale. Net cash used in investing activities
was $1,143,259, primarily for options and deposits related to the Biloxi
project, compared to cash provided by investing activities of $2,461,027 in the
prior year primarily due to proceeds from the sale of DGR, offset by the
acquisition of land for the Biloxi project. There was no net cash provided by
financing activities during the current quarter as a temporary draw on the line
of credit was also repaid. In the comparable prior period, $3,905,982 was used
in financing activities, the result of the payoff of debt associated with DGR
and the borrowing and repayment of $2,000,000 under the line of credit. As a
result of the above factors, there was a net decrease in cash and cash
equivalents of $749,669 during the first six months of 1999.
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). The shareholders of Omega received an aggregate of 500,000
shares of Full House Common Stock and a promissory note in the amount of
$375,000. The principal amount of this note accrued interest, payable quarterly,
at the "prime" rate, and such principal amount, together with accrued interest,
was payable upon demand of the holder of the note. William P. McComas received
the note and Mr. Fugazy, the other stockholder of Omega, received the shares.
This note was paid in full in 1998.
On May 31, 1995, DGR borrowed $5 million, secured by its real property.
The note accrued interest at prime plus 2 1/4 %, with monthly installments of
principal and interest based on a ten-year amortization period, with the
remaining balance due on May 31, 2002. On May 12, 1998, the Company completed
the sale of DGR and used a portion of the proceeds to repay the outstanding
balance of $3,165,861.
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 end, 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.
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<PAGE>
As a result of its agreements with GTECH, receipt by Full House of
revenues from the joint venture projects is governed by the terms of the related
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, the Company's continuing cash flow is dependent on the
operating performance of its joint ventures, and the ability to receive monthly
distributions.
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 in June 1998 using the proceeds of the DGR sale.
Upon the payoff of the bank loan, the Company negotiated a $2 million
line of credit with the same bank. The line was renewed in February 1999. The
line bears interest at prime plus 1/2%, with interest payable monthly, and any
outstanding principal is due at maturity in February 2000. No amount was
outstanding at June 30, 1999.
In November 1998, the Company executed a series of agreements with Hard
Rock Cafe International related to the proposed development project in Biloxi,
Mississippi. Pursuant to a licensing agreement, the Company has the right to
develop and operate a Hard Rock Casino in Biloxi. The Company agreed to pay a
territory fee of $2,000,000 in two installments. The first was paid in November
1998, and the second payment was due March 31, 1999. The Company has requested a
continuing extension for the second payment and is in discussion with Hard Rock
concerning an extended due date contingent upon financing for the development.
In September 1998, the Company and Allen Paulson formed a limited
liability company, equally owned, for the purpose of developing this project.
Mr. Paulson agreed to contribute a gaming vessel (the former Treasure Bay barge
in Tunica, MS.), and the Company agreed to contribute its rights to the Hard
Rock agreements. This entity plans to develop the Hard Rock - Biloxi and is
currently exploring various financing alternatives. The project, as currently
envisioned, is expected to cost between $250 and $300 million. Substantial
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, or at all.
As of June 30, 1999, Full House had cumulative undeclared and unpaid
dividends in the amount of $1,470,000 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.
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 has incurred approximately $10,000 to upgrade and replace
various hardware and software to address the Year 2000 issue, and does not
expect to incur any additional material costs. The Company has successfully
completed the testing of its critical internal systems.
The Company's joint ventures have reviewed their critical systems and
upgraded as necessary. Although comprehensive testing has not yet been
completed, they believe that all critical systems are now compliant. Manual
procedures have been updated for use in the event of certain automated system
failures. The joint ventures continue to monitor the progress of significant
vendors in their efforts to address this issue and provide assurances concerning
their state of readiness. The ability to mitigate the impact of the failure of
certain vendors systems is limited.
-12-
<PAGE>
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of June 30, 1999, cumulative dividends were $1,470,000, which were
undeclared, unpaid and were in arrears, with respect to the Company's
Series 1992-1 Preferred Stock, which class ranks prior to the Company's
Common Stock with regard to dividend and liquidation rights.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on June 8, 1999 in
Las Vegas, Nv. A total of 9,577,597 shares (87%) were represented by
proxy or in person, and cast their votes of the following matters:
Election of Directors: FOR AGAINST
James C. Gilstrap 9,565,989 11,608
Gregg R. Giuffria 9,565,989 11,608
Lee A. Iacocca 9,565,989 11,608
William P. McComas 9,565,989 11,608
Ronald K. Richey 9,565,989 11,608
Ratification of Deloitte & Touche to serve as independent accountants
for the current year:
FOR: 9,566,014 AGAINST: 10,908 ABSTAIN: 675
Amendment to the Company's 1992 Incentive Plan:
FOR: 3,612,017 AGAINST: 2,613,682 ABSTAIN: 27,733
BROKER NON-VOTES: 3,324,165
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K;
None
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: August 11, 1999
By /S/ GREGG R GIUFFRIA
-----------------------------------------
Gregg R. Giuffria, President and Principal
Operating Officer
-13-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 342,509
<SECURITIES> 0
<RECEIVABLES> 144,428
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 525,165
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,023,996
<CURRENT-LIABILITIES> 1,080,352
<BONDS> 0
0
70
<COMMON> 1,034
<OTHER-SE> 10,942,540
<TOTAL-LIABILITY-AND-EQUITY> 15,023,996
<SALES> 1,763,459
<TOTAL-REVENUES> 1,763,459
<CGS> 0
<TOTAL-COSTS> 1,329,133
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124,859
<INCOME-PRETAX> 327,592
<INCOME-TAX> 125,576
<INCOME-CONTINUING> 202,016
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (543,870)
<NET-INCOME> (341,854)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
