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, 2000.
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
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.)
2300 W. Sahara Ave.
Suite 450, Box 23
Las Vegas, Nevada 89102
---------------------------------------- --------
(Address of principal executive offices) (zip code)
(702) 221-7800
----------
(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 11, 2000, Registrant had 10,340,380 shares of its $.0001 par value
common stock outstanding.
<PAGE>
FULL HOUSE RESORTS, INC.
TABLE OF CONTENTS
Page
----
PART I. Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets
as of June 30, 2000 and December 31, 1999 3
Unaudited Condensed Consolidated Statements of Operations
for the three months ended June 30, 2000 and 1999 4
Unaudited Condensed Consolidated Statements of Operations
for the six months ended June 30, 2000 and 1999 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2000 and 1999 6
Notes to Unaudited 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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<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 242,906 $ 438,800
Income tax refund receivable -- 34,057
Prepaid expenses 69,877 87,590
------------ ------------
Total current assets 312,783 560,447
LAND HELD FOR DEVELOPMENT 4,621,670 4,621,670
FIXTURES AND EQUIPMENT, net 56,932 69,413
GOODWILL, net 632,847 885,981
NOTE RECEIVABLE - JOINT VENTURE 1,035,726 839,580
INVESTMENTS IN JOINT VENTURES 3,762,741 3,672,175
DEFERRED TAX ASSET 500,271 614,083
DEPOSITS AND OTHER ASSETS 2,766,343 2,620,487
------------ ------------
TOTAL $ 13,689,313 $ 13,883,836
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 20,797 $ 19,238
Current portion of long-term debt 3,000,000 --
Payable to joint ventures 184,830 60,077
Accrued expenses 127,084 190,332
------------ ------------
Total current liabilities 3,332,711 269,647
------------ ------------
LONG-TERM DEBT, net of current portion 500,000 3,750,000
------------ ------------
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 $3,780,000 and $3,675,000 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 17,402,169 17,374,449
Accumulated deficit (7,546,671) (7,511,364)
------------ ------------
Total stockholders' equity 9,856,602 9,864,189
------------ ------------
TOTAL $ 13,689,313 $ 13,883,836
============ ============
</TABLE>
See notes to unaudited condensed consolidated financial statements.
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<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
2000 1999
------------ ------------
<S> <C> <C>
OPERATING REVENUES:
Joint ventures $ 901,713 $ 964,551
OPERATING COSTS AND EXPENSES:
Joint venture pre-opening costs 120,966 40,065
General and administrative 492,971 506,239
Depreciation and amortization 132,797 132,146
------------ ------------
Total operating costs and expenses 746,734 678,450
------------ ------------
INCOME FROM OPERATIONS 154,979 286,101
Interest expense (83,028) (58,196)
Interest and other income 2,498 2,349
------------ ------------
INCOME BEFORE INCOME TAXES 74,449 230,254
INCOME TAX PROVISION (107,366) (60,425)
------------ ------------
NET INCOME (LOSS) (32,917) 169,829
Less, undeclared dividends on cumulative preferred stock 52,500 52,500
------------ ------------
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES $ (85,417) $ 117,329
============ ============
NET INCOME (LOSS) PER COMMON SHARE, Basic and Diluted $ (0.01) $ 0.01
============ ============
Weighted average number of common shares
Outstanding; Basic 10,340,380 10,340,380
============ ============
Diluted 10,340,380 10,382,395
============ ============
</TABLE>
See notes to unaudited condensed consolidated financial statements.
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<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
2000 1999
------------ ------------
<S> <C> <C>
OPERATING REVENUES:
Joint ventures $ 1,767,313 $ 1,828,629
OPERATING COSTS AND EXPENSES:
Joint venture pre-opening costs 257,593 65,170
General and administrative 924,987 1,066,480
Depreciation and amortization 265,615 262,653
------------ ------------
Total operating costs and expenses 1,448,195 1,394,303
------------ ------------
INCOME FROM OPERATIONS 319,118 434,326
Interest expense (165,306) (124,859)
Interest and other income 5,904 18,125
------------ ------------
INCOME BEFORE INCOMES TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 159,716 327,592
INCOME TAX PROVISION (195,022) (125,576)
------------ ------------
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE (35,306) 202,016
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of tax -- (543,870)
------------ ------------
NET LOSS (35,306) (341,854)
Less, undeclared dividends on cumulative preferred stock 105,000 105,000
------------ ------------
NET LOSS APPLICABLE TO COMMON SHARES $ (140,306) $ (446,854)
============ ============
Income (loss) per common share before cumulative effect of change in
accounting principle, Basic and Diluted $ (0.01) $ 0.01
Cumulative effect of accounting change, Basic and Diluted -- (0.05)
------------ ------------
NET LOSS PER COMMON SHARE, Basic and Diluted $ (0.01) $ (0.04)
============ ============
Weighted average number of common shares
Outstanding, Basic and Diluted 10,340,380 10,340,380
============ ============
</TABLE>
See notes to unaudited condensed consolidated financial statements.
-5-
<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (35,306) $ (341,854)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 265,615 262,653
Amortization of deferred compensation expense 27,719 78,192
Cumulative effect of change in accounting principle -- 543,870
Equity in income of joint ventures (1,509,720) (1,763,459)
Distributions from joint ventures 1,419,154 1,621,279
Changes in assets and liabilities:
Receivables 34,057 35,871
Prepaid expenses 17,713 49,790
Other assets (95,857) (98,380)
Deferred taxes 113,812 --
Accounts payable and accrued expenses (61,688) (64,372)
----------- -----------
Net cash provided by operating activities 175,499 393,590
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -- (35,333)
Deposits on purchase options (50,000) (1,125,000)
Receivables from joint ventures (71,393) 17,074
----------- -----------
Net cash used in investing activities (121,393) (1,143,259)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit -- 1,000,000
Repayment of debt (250,000) (1,000,000)
----------- -----------
Net cash used in financing activities (250,000) --
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (195,894) (749,669)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 438,800 1,092,178
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 242,906 $ 342,509
=========== ===========
</TABLE>
See notes to unaudited condensed consolidated financial statements.
-6-
<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Condensed Consolidated 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 fairly the financial
position and results of operations 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 accounting principles generally
accepted in the United States of America have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission.
These unaudited 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, 1999. The results of operations for the
period ended June 30, 2000 are not necessarily indicative of the
results to be expected for the year ending December 31, 2000.
Consolidation - The unaudited 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.
Reclassifications - Certain prior year amounts have been reclassified
to conform with the current year presentation.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Investments and Hedging Activities."
This statement establishes accounting and reporting standards for
derivative investments, including certain derivative investments
embedded in other contracts, and hedging activities. It requires that
an entity recognizes all derivatives either as assets or liabilities in
the statement of financial position, and measures those instruments at
fair value, and is effective for all fiscal quarters of the fiscal
years beginning June 15, 2000. This is a complex accounting standard;
however, the Company does not expect the adoption of this statement to
have a material impact on the consolidated financial statements of the
Company.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No, 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 clarifies existing accounting
principles related to revenue recognition in financial statements. The
Company is required to comply with the provisions of SAB 101 by the
fourth quarter of 2000. Due to the nature of the Company's operations,
management does not believe that SAB 101 will have a significant impact
on the Company's financial statements.
-7-
<PAGE>
3. SEGMENT INFORMATION
The Company has two primary business segments. The Joint Venture
segment includes the ventures with GTECH Corporation ("GTECH"), and the
Corporate segment reflects the administrative and development expenses
of the business.
SUMMARY INFORMATION FOR THE THREE MONTH PERIODS ENDED JUNE 30,
<TABLE>
<CAPTION>
2000 Joint
Ventures Corporate Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $ 901,713 $ -- $ 901,713
Pre-opening costs 120,966 -- 120,966
Income (loss) from operations 639,180 (484,201) 154,979
Net income (loss) $ 463,759 $ (496,676) $ (32,917)
1999 Joint
Ventures Corporate Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $ 964,551 $ -- $ 964,551
Pre-opening costs 40,065 -- 40,065
Income (loss) from operations 797,919 (511,818) 286,101
Net income (loss) $ 679,951 $ (510,122) $ 169,829
</TABLE>
SUMMARY INFORMATION FOR THE SIX MONTH PERIODS ENDED JUNE 30,
<TABLE>
<CAPTION>
2000 Joint
Ventures Corporate Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $ 1,767,313 $ -- $ 1,767,313
Pre-opening costs 257,593 -- 257,593
Income (loss) from operations 1,226,586 (907,468) 319,118
Net income (loss) $ 898,064 $ (933,370) $ (35,306)
<CAPTION>
1999 Joint
Ventures Corporate Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $ 1,828,629 $ -- $ 1,828,629
Pre-opening costs 65,170 -- 65,170
Income (loss) from operations 1,510,325 (1,075,999) 434,326
Net income (loss) 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)
</TABLE>
-8-
<PAGE>
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 has a management
agreement with a Tribe in Battle Creek, and the California venture,
which has an agreement with a Tribe in Thermal, are both in the
development stage. Successful development and, ultimately, sustaining
profitable operations is dependent upon future events, including
appropriate regulatory approvals and adequate market demand. These two
ventures have not generated any revenues, and the costs incurred to
date relate to pre-opening expenses such as payroll, legal, and
consulting.
SUMMARY INFORMATION FOR THE THREE MONTH PERIODS ENDED JUNE 30,
<TABLE>
<CAPTION>
2000 Delaware Oregon Michigan California
------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 3,822,672 $ 588,504 $ -- $ --
Income (loss) from operations 1,221,509 581,916 (211,550) (30,382)
Net income (loss) $ 1,221,509 $ 581,916 $ (211,550) $ (30,382)
<CAPTION>
1999 Delaware Oregon Michigan California
------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 2,946,316 $ 579,727 $ -- $ --
Income (loss) from operations 1,366,190 562,912 (54,127) (26,003)
Net income (loss) $ 1,366,190 $ 562,912 $ (54,127) $ (26,003)
</TABLE>
SUMMARY INFORMATION FOR THE SIX MONTH PERIODS ENDED JUNE 30,
<TABLE>
<CAPTION>
2000 Delaware Oregon Michigan California
------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 6,965,199 $ 1,144,376 $ -- $ --
Income (loss) from operations 2,396,838 1,137,787 (471,148) (44,038)
Net income (loss) $ 2,396,838 $ 1,137,787 $ (471,148) $ (44,038)
1999 Delaware Oregon Michigan California
------------ ----------- ----------- ----------
Revenues $ 5,966,546 $ 1,123,739 $ -- $ --
Income (loss) from operations 2,565,499 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) $ 2,556,342 $ 954,408 $(1,351,083) $(280,841)
</TABLE>
These joint venture entities are treated as partnerships for tax
purposes and consequently, no tax provision / benefit is recognized at
the venture level.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. Results of Operations
Three and Six Months Ended June 30, 2000 Compared to Three and Six Months Ended
June 30, 1999
Joint Ventures. Joint Venture income decreased $62,838, or 6.5% for the
three month period and $61,316 or 3.4% for the six month period as compared to
the same periods in 1999. These decreases are primarily due to legal costs
incurred in Delaware which offset improved operating results in Oregon.
Pre-opening costs were significantly higher as the Company continues development
of the Michigan and California opportunities.
Oregon Joint Venture. The Company's share of operating income from the
Oregon joint venture was $290,958, an increase of 4.2% for the three month
period, and $568,894, an increase of 2.3% for the six month period. These
increases were achieved despite the reduction in the venture's fee structure
from 13% of revenue to 12% in accordance with the management agreement. The
continued growth in the market contributed to revenue increases at the facility
that more than offset the fee percentage reduction.
Delaware Joint Venture. The Company's share of income from the Delaware
joint venture was $610,755 a decrease of $72,340, for the three month period,
and $1,198,419, a decrease of $84,330 for the six month period. On May 11, 2000
the Company opened the expansion of the Harrington facility. The decreased fees
for the second quarter are primarily due to the expansion opening costs
offsetting increased revenues. Also, during the second quarter, the joint
venture agreed to share the costs incurred to settle an employment related
lawsuit.
California and Michigan Joint Ventures. The Company's share of
pre-opening costs from the California and Michigan joint ventures increased by
$80,901 and $192,423 for the three and six month periods ended June 30, 2000.
The majority of these increases were due to increased activities related to the
Michigan venture with the Huron Potawatomi Tribe in Battle Creek. These costs
were primarily for legal and consulting fees to assist the Tribe in obtaining
suitable land and complying with the requirements of the Indian Gaming
Regulatory Act. These joint venture companies are still in the development stage
and do not have operating revenues.
General and Administrative Expenses. General and administrative
expenses decreased by $13,268 and $141,493 for the respective three and six
month periods ended June 30, 2000. These decreases are primarily due to reduced
legal expenses associated with the Company's efforts to develop the Biloxi,
Mississippi project.
Interest Expense. Interest expense increased by $24,832 and $40,447 for
the three and six month periods, respectively, primarily due to an increase in
outstanding indebtedness under the bank line, coupled with an increase in
interest rates.
Interest and Other Income. Interest and other income was comparable in
the three month period and decreased by $12,221 in the six month period
primarily due to a reduction in invested cash balances.
Income Tax Provision. Income tax expense increased by $46,941 and
$69,446 for the respective three and six month periods primarily due to a change
in deferred tax balances. The effective tax rate reflects a combination of state
taxes on the joint venture earnings combined with the tax effect of
non-deductible amortization expenses. For federal tax purposes the Company has
net operating loss
-10-
<PAGE>
carryforwards of approximately $4,100,000 which may be carried forward to offset
future taxable income. The loss carryforwards expire in 2009 through 2019. The
availability of the loss carryforwards may be limited in the event of a
significant change in ownership of the Company or its subsidiaries.
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. Accordingly, during the first
quarter of 1999, the Company recognized $824,045 of such costs that had been
previously incurred by its joint venture investments, net of the related tax
benefit of $280,175.
Quantitative Disclosure About Market Risk. Market risk is the risk of
loss from changes in market rates or prices, such as interest rates and
commodity prices. We are exposed to market risk in the form of changes in
interest rates and the potential impact such changes may have on our variable
rate debt. The Company has not invested in derivative based financial
instruments.
Liquidity and Capital Resources
At June 30, 2000, the Company had cash and cash equivalents of
$242,906. For the six months ended June 30, 2000, cash of $175,499 was provided
by operating activities, as compared to $393,590 in the prior year period. The
decline is primarily due to the reduction in earnings. Net cash used in
investing activities was $121,393, primarily for options and deposits related to
the Biloxi project as well as joint venture activities in Michigan. In the prior
year period, $1,141,259 was used in investing activities, again primarily for
Biloxi. Financing activities used $250,000 during the current year period for
the repayment of bank borrowings. During the comparable prior period, a
temporary draw on the line of credit was also repaid. As a result of the above
factors, there was a net decrease in cash and cash equivalents of $195,894
during the first six months of 2000.
The Michigan joint venture, as part of its management agreement with
the tribe, has advanced funds for tribal operations and the construction of a
tribal community center. The increase in notes receivable - joint venture is
primarily attributable to this funding, and the repayment obligation is
dependent on the future profitable operation of the tribe's gaming enterprise.
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
-11-
<PAGE>
agreements. As part of this transaction, Allen E. Paulson, William P. McComas
and Lee Iacocca have granted to GTECH an option, which expires December 29,
2000, 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.
As a result of its agreements with GTECH, receipt by Full House of
revenues from the operations of 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.
The Company has a $2 million line of credit with Coast Community bank
in Mississippi. The line bears interest at prime plus 1/2%, with interest
payable monthly. Any outstanding principal is due at maturity in February 2001.
At June 30, 2000, there was $500,000 outstanding at a rate of 9.75%.
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 has paid a
territory fee of $2,000,000.
In September 1998, the Company and Allen E. 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, 2000, Full House had cumulative undeclared and unpaid
dividends in the amount of $1,680,000 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.
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the Allen E. Paulson vs. Jefferies & Company litigation, which
includes a Third Party Complaint against the Company, we filed a Motion
to Dismiss on May 31, 2000. On July 27, 2000, the court issued an order
denying our motion. The Company is in the process of preparing its
Answer and Counterclaims, which must be filed with the court by August
24, 2000.
Item 3. Defaults upon Senior Securities
As of June 30, 2000, cumulative dividends were $1,680,000, 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 1, 2000. A
total of 9,941,658 shares (90%) were represented by proxy or in person,
and cast their votes of the following matters:
Election of Directors: FOR AGAINST
James C. Gilstrap 9,907,108 34,550
Gregg R. Giuffria 9,907,108 34,550
Lee A. Iacocca 9,907,108 34,550
William P. McComas 9,907,108 34,550
Ronald K. Richey 9,907,108 34,550
Ratification of Deloitte & Touche to serve as independent accountants
for the current year:
FOR: 9,907,258 AGAINST: 6,000 ABSTAIN: 28,400
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K;
None
-13-
<PAGE>
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, 2000
By: /S/ MICHAEL P. SHAUNNESSY
---------------------------------------------
Michael P. Shaunnessy, Executive V.P.-Finance
(Principal Accounting and Financial Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
27.1 Financial Data Schedule
-15-
