1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _____________
Commission file number 333-49691
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
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(Exact name of registrants as specified in their charters)
Nevada 86-0857506
Nevada 86-0857505
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1160 Town Center Drive, Suite 200, Las Vegas, NV 89134
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(Address of principal executive offices, Zip Code)
(702) 869-7000
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(Registrants' telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
MARCH 31, 1999
------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- ------------------
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 3,968 $ 62,905,831 $ 62,909,799
Restricted assets.......................................... -- 6,712,500 6,712,500
Interest receivable........................................ -- 300,724 300,724
Related party receivable................................... -- 24,853 19,725
Other current assets....................................... -- 846,031 846,031
------------- ----------------- ---------------
Total current assets................................................. 3,968 70,789,939 70,788,779
Property and equipment:
Land....................................................... -- 16,628,459 16,628,459
Land improvements.......................................... -- 971,959 971,959
Construction in progress................................... -- 175,139,347 175,139,347
Furniture, fixtures and equipment.......................... -- 15,295,893 15,295,893
------------- ----------------- ---------------
-- 208,035,658 208,035,658
Accumulated depreciation................................... -- (529,310) (529,310)
------------- ------------------ ---------------
-- 207,506,348 207,506,348
Restricted assets.................................................... -- 5,702,500 5,702,500
Debt issuance costs, net of accumulated amortization of $2,083,858... -- 11,096,050 11,096,050
Investment in The Resort at Summerlin, L.P........................... 388,854 -- --
Intangible assets.................................................... -- 599,363 599,363
Security deposits.................................................... -- 681,580 681,580
------------- ----------------- ---------------
Total assets......................................................... $ 392,822 $ 296,375,780 $ 296,374,620
============= ================= ===============
LIABILITIES
Current liabilities:
Accounts payable........................................... $ -- $ 1,707,938 $ 1,707,938
Construction and preopening payables....................... -- 19,777,278 19,777,278
Interest payable........................................... -- 4,474,797 4,474,797
Related party payable...................................... 6,138 58,224 59,234
Other current liabilities.................................. -- 8,750 8,750
------------- ----------------- ----------------
Total current liabilities............................................ 6,138 26,026,987 26,027,997
Tenant security deposits payable..................................... -- 45,000 45,000
Long-term debt, net of discount of $5,498,945........................ -- 207,341,055 207,341,055
Warrants redeemable for partnership interests........................ -- 17,509,622 17,509,622
------------- ----------------- ----------------
Total liabilities.................................................... 6,138 250,922,664 250,923,674
Limited partners' interests.......................................... -- -- 45,064,262
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares
authorized, 1,000 shares issued............................ 682,500 -- 682,500
General partner interest............................................. -- 675,000 --
Limited partners' interests.......................................... -- 73,392,691 --
Deficit accumulated during development stage......................... (295,816) (28,614,575) (295,816)
-------------- ------------------ -----------------
Total stockholder's equity and partnership interests 386,684 45,453,116 386,684
------------- ----------------- ----------------
Total liabilities, stockholder's equity and
partnership interests...................................... $ 392,822 $ 296,375,780 $ 296,374,620
============= ================= ================
See accompanying notes.
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BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
DECEMBER 31, 1998
-------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- -------------------
ASSETS
Current assets:
Cash and cash equivalents........................................ $ 3,968 $ 117,884,859 $ 117,888,827
Restricted assets................................................ - 4,437,500 4,437,500
Interest receivable.............................................. - 150,961 150,961
Related party receivable......................................... - 9,238 4,110
Other current assets............................................. - 771,790 771,790
----------- ---------------- ----------------
Total current assets................................................ 3,968 123,254,348 123,253,188
Property and equipment:
Land............................................................. - 16,628,459 16,628,459
Land improvements................................................ - 628,986 628,986
Construction in progress......................................... - 125,586,536 125,586,536
Furniture, fixtures and equipment................................ - 7,924,965 7,924,965
----------- ---------------- ----------------
- 150,768,946 150,768,946
Accumulated depreciation......................................... - (416,451) (416,451)
----------- ---------------- ----------------
- 150,352,495 150,352,495
Restricted assets................................................... - 7,977,500 7,977,500
Debt issuance costs, net of accumulated amortization of $1,659,574.. - 11,520,334 11,520,334
Investment in The Resort at Summerlin, L.P.......................... 547,829 - -
Intangible assets................................................... - 519,333 519,333
Security deposits................................................... - 681,580 681,580
Preopening costs.................................................... - 10,610,858 10,610,858
----------- ---------------- ----------------
Total assets........................................................ $ 551,797 $ 304,916,448 $ 304,915,288
=========== ================ ================
LIABILITIES
Current liabilities:
Accounts payable................................................. $ - $ 1,042,105 $ 1,042,105
Construction and preopening accounts payable..................... - 17,513,949 17,513,949
Interest payable................................................. - 2,166,559 2,166,559
Partner distribution payable..................................... - 237,592 237,592
Related party payable............................................ 6,138 124,203 125,213
Other current liabilities........................................ - 2,500 2,500
----------- ---------------- ----------------
Total current liabilities........................................... 6,138 21,086,908 21,087,918
Tenant security deposits payable.................................... - 15,000 15,000
Long-term debt, net of discount of $5,578,191....................... - 207,261,809 207,261,809
Warrants redeemable for partnership interests....................... - 15,202,121 15,202,121
----------- ---------------- ----------------
Total liabilities................................................... 6,138 243,565,838 243,566,848
Limited partners' interests......................................... - - 60,802,781
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares authorized,
1,000 shares issued.............................................. 682,500 - 682,500
General partner interest............................................ - 675,000 -
Limited partners' interests......................................... - 73,392,691 -
Deficit accumulated during development stage........................ (136,841) (12,717,081) (136,841)
----------- ---------------- ----------------
Total stockholder's equity and partnership interests................ 545,659 61,350,610 545,659
----------- ---------------- ----------------
Total liabilities, stockholder's equity and partnership
interests......................................................... $ 551,797 $ 304,916,448 $ 304,915,288
=========== ================ ================
See accompanying notes.
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STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
QUARTER ENDED MARCH 31, 1999
-------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- -------------------
Revenues.......................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P.......... 158,975 -- --
General and administrative.............................. -- 456,873 456,873
Depreciation and amortization........................... -- 616,389 616,389
Preopening expenses..................................... -- 3,535,662 3,535,662
----------- --------------- ---------------
158,975 4,608,924 4,608,924
Other income (expense):
Interest income......................................... -- 1,306,007 1,306,007
Interest expense, net of amounts capitalized:
Long-term debt............................. -- (1,099,165) (1,099,165)
Accretion of warrant liability............. -- (884,554) (884,554)
----------- ---------------- ----------------
-- (677,712) (677,712)
----------- ---------------- ----------------
Loss before cumulative effect of
change in accounting principle and
limited partners' interest................................... (158,975) (5,286,636) (5,286,636)
Cumulative effect of change in accounting principle............... -- (10,610,858) (10,610,858)
----------- --------------- ----------------
Loss before limited partners' interest............................ -- (15,897,494) (15,897,494)
Limited partners' interest........................................ -- -- (15,738,519)
----------- --------------- ----------------
Net loss.......................................................... $ (158,975) $ (15,897,494) $ (158,975)
============ ================ ================
See accompanying notes.
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
QUARTER ENDED MARCH 31, 1998
-------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- -------------------
Revenues.......................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P.......... 35,826 -- --
General and administrative.............................. -- 153,404 153,404
Depreciation and amortization........................... -- 519,524 519,524
----------- --------------- ---------------
35,826 672,928 672,928
Other income (expense):
Interest income......................................... -- 2,571,648 2,571,648
Interest expense, net of amounts capitalized:
Long-term debt............................. -- (4,011,671) (4,011,671)
Accretion of warrant liability............. -- (1,469,678) (1,469,678)
----------- ---------------- ----------------
-- (2,909,701) (2,909,701)
----------- ---------------- ----------------
Loss before limited partners' interest............................ (35,826) (3,582,629) (3,582,629)
Limited partners' interest........................................ -- -- (3,546,803)
----------- --------------- -----------
Net loss.......................................................... $ (35,826) $ (3,582,629) $ (35,826)
============ ================ ================
See accompanying notes.
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5
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
PERIOD FROM INCEPTION THROUGH MARCH 31, 1999
-------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- -------------------
Revenues.......................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P.......... 286,146 -- --
General and administrative.............................. 9,670 1,811,939 1,821,609
Depreciation and amortization........................... -- 2,966,247 2,966,247
Preopening expenses..................................... -- 3,535,662 3,535,662
----------- --------------- ---------------
295,816 8,313,848 8,323,518
Other income (expense):
Interest income......................................... -- 9,047,238 9,047,238
Interest expense, net of amounts capitalized:
Long-term debt............................. -- (12,533,524) (12,533,524)
Accretion of warrant liability............. -- (6,203,583) (6,203,583)
----------- ---------------- ----------------
-- (9,689,869) (9,689,869)
----------- ---------------- ----------------
Loss before cumulative effect of
change in accounting principle and
limited partners' interest................................... (295,816) (18,003,717) (18,013,387)
Cumulative effect of change in accounting principle............... -- (10,610,858) (10,610,858)
----------- --------------- -----------
Loss before limited partners' interest............................ (295,816) (28,614,575) (28,624,245)
Limited partners' interest........................................ -- -- (28,328,429)
----------- --------------- ------------
Net loss.......................................................... $ (295,816) $ (28,614,575) $ (295,816)
============ ================ ================
See accompanying notes.
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STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
QUARTER ENDED MARCH 31, 1999
----------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- --------------------
OPERATING ACTIVITIES
Net loss........................................................ $ (158,975) $ (15,897,494) $ (158,975)
Adjustments to reconcile net loss to net cash used in
operating activities:
Cumulative effect of change in accounting principle... -- 10,610,858 10,610,858
Depreciation of property and equipment................ -- 112,860 112,860
Amortization of debt discount and issuance costs...... -- 503,530 503,530
Accretion of warrant liability, net of amounts
capitalized...................................... -- 554,853 554,853
Equity in loss of The Resort at
Summerlin, L.P.................................. 158,975 -- --
Limited partners' interest............................ -- -- (15,738,519)
Changes in operating assets and liabilities:
Interest receivable.............................. -- (149,763) (149,763)
Other assets..................................... (67,991) (67,991)
Related party receivable and payable............. -- (81,594) (81,594)
Interest payable................................. -- 555,030 555,030
------------- ----------------- -----------------
Net cash provided by operating activities....................... -- (3,859,711) (3,859,711)
INVESTING ACTIVITIES
Capital expenditures............................................ -- (51,000,615) (51,000,615)
Interest capitalized into construction in progress.............. -- (2,760,241) (2,760,241)
Increase in construction and preopening payables................ -- 2,691,569 2,691,569
Investment in licensing costs and other intangible
assets................................................ -- (80,030) (80,030)
------------- ------------------ ------------------
Net cash used in investing activities........................... -- (51,149,317) (51,149,317)
FINANCING ACTIVITIES
Tenant security deposits payable................................ -- 30,000 30,000
------------- ----------------- -----------------
Net cash provided by financing activities....................... -- 30,000 30,000
------------- ----------------- -----------------
Net change in cash and cash equivalents......................... -- (54,979,028) (54,979,028)
Cash and cash equivalents at beginning of period................ 3,968 117,884,859 117,888,827
------------- ----------------- -----------------
Cash and cash equivalents at end of period...................... $ 3,968 $ 62,905,831 $ 62,909,799
============= ================= =================
See accompanying notes.
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STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
QUARTER ENDED MARCH 31, 1998
--------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- --------------------
OPERATING ACTIVITIES
Net loss........................................................ $ (35,826) $ (3,582,629) $ (35,826)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation of property and equipment................ -- 57,194 57,194
Amortization of debt discount and issuance costs...... -- 462,330 462,330
Accretion of warrant liability, net of amounts
capitalized...................................... -- 1,469,678 1,469,678
Equity in loss of The Resort at
Summerlin, L.P.................................. 35,826 -- --
Limited partners' interest............................ -- -- (3,546,803)
Changes in operating assets and liabilities:
Interest receivable.............................. -- (2,132,138) (2,132,138)
Interest payable................................. -- 3,815,168 3,815,168
------------- ----------------- -----------------
Net cash provided by operating activities....................... -- 89,603 89,603
INVESTING ACTIVITIES
Capital expenditures............................................ -- (11,541,152) (11,541,152)
Interest capitalized into construction in progress.............. -- (25,997) (25,997)
Increase in construction and preopening payables................ -- 4,897,747 4,897,747
Preopening costs................................................ -- (1,069,750) (1,069,750)
Investment in licensing costs and other intangible
assets................................................ -- (88,333) (88,333)
------------- ------------------ -----------------
Net cash used in investing activities........................... -- (7,827,485) (7,827,485)
FINANCING ACTIVITIES
Debt issuance costs............................................. -- 107,952 107,952
------------- ----------------- -----------------
Net cash provided by financing activities....................... -- 107,952 107,952
------------- ----------------- -----------------
Net change in cash and cash equivalents..................... -- (7,629,930) (7,629,930)
Cash and cash equivalents at beginning of period............ 3,968 175,487,660 175,491,628
---------- ----------------- -----------------
Cash and cash equivalents at end of period.................. $ 3,968 $ 167,857,730 $ 167,861,698
========== =============== ==============
See accompanying notes.
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8
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
PERIOD FROM INCEPTION THROUGH MARCH 31, 1999
---------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- ---------------------
OPERATING ACTIVITIES
Net loss........................................................ $ (295,816) $ (28,614,575) $ (295,816)
Adjustments to reconcile net loss to net cash used in
operating activities:
Preopening costs incurred and paid by an affiliate on
behalf of RAS L.P. -- 2,650,436 2,650,436
Depreciation of property and equipment................ -- 529,311 529,311
Amortization of debt discount and issuance costs...... -- 2,454,478 2,454,478
Accretion of warrant liability, net of amounts
capitalized...................................... -- 5,781,374 5,781,374
Interest paid by issuance of Senior Subordinated
Notes, net of amounts capitalized................ -- 6,377,361 6,377,361
Equity in loss of The Resort at
Summerlin, L.P.................................. 286,146 -- --
Limited partners' interest............................ -- -- (28,328,429)
Changes in operating assets and liabilities:
Interest receivable.............................. -- (300,724) (300,724)
Other assets..................................... (837,281) (837,281)
Related party receivable and payable............. 6,138 33,371 39,509
Interest payable................................. -- 2,222,539 2,222,539
------------- ----------------- -----------------
Net cash used in operating activities........................... (3,532) (9,703,710) (9,707,242)
INVESTING ACTIVITIES
Capital expenditures............................................ -- (189,315,315) (189,315,315)
Interest capitalized into construction in progress.............. -- (4,146,763) (4,146,763)
Increase in construction and preopening payables................ -- 21,247,633 21,247,633
Security deposits............................................... -- (681,580) (681,580)
Investment in The Resort at Summerlin, L.P. ................... (675,000) -- --
Investment in option fee ...................................... -- (1,181,212) (1,181,212)
Investment in licensing costs and other intangible
assets................................................ -- (599,363) (599,363)
------------- ------------------ ------------------
Net cash used in investing activities........................... (675,000) (174,676,600) (174,676,600)
FINANCING ACTIVITIES
Capital contributions........................................... 682,500 -- 682,500
Capital contributions from general partner .................... -- 675,000 --
Capital contributions from limited partners .................... -- 72,161,049 72,161,049
Issuance of First Mortgage Notes................................ -- 100,000,000 100,000,000
Issuance of Senior Subordinated Notes ......................... -- 100,000,000 100,000,000
Debt issuance costs ........................................... -- (13,179,908) (13,179,908)
Tenant security deposits payable .............................. -- 45,000 45,000
Increase in restricted assets ................................. -- (12,415,000) (12,415,000)
------------- ------------------ ------------------
Net cash provided by financing activities....................... 682,500 247,286,141 247,293,641
------------- ----------------- -----------------
Net change in cash and cash equivalents......................... 3,968 62,905,831 62,909,799
Cash and cash equivalents at beginning of period................ -- -- --
------------- ----------------- -----------------
Cash and cash equivalents at end of period...................... $ 3,968 $ 62,905,831 $ 62,909,799
============= ================= =================
Supplemental Information
Distribution of non-cash asset ................................. $ -- $1,181,202 $1,181,202
Interest paid ................................................. -- 8,238,808 8,238,808
Interest capitalized in construction progress accrued
in warrant liability, PIK notes and interest payable ..... -- 14,568,183 14,568,183
See accompanying notes.
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9
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Resort at Summerlin, Limited Partnership ("RAS L.P.") is majority owned by
Swiss Casinos of America, Inc., formerly known as Seven Circle Gaming
Corporation ("SCA"). RAS L.P. was formed on August 15, 1996 for the purpose of
acquiring land and developing a resort casino in the Summerlin master planned
community in Las Vegas, Nevada ("Summerlin"). The Resort at Summerlin, Inc.
("RAS Inc." and, together with RAS L.P., the "Companies") is a wholly owned
subsidiary of SCA and serves as general partner of RAS L.P. Swiss Casinos
Holding AG ("SCH") owns 83.0% of SCA and is a limited partner in RAS L.P. The
ownership percentages in RAS L.P. of RAS Inc., SCA, SCH and unaffiliated
investors are 1.00%, 75.58%, 16.70% and 6.72%, respectively. RAS L.P. allocates
earnings and losses to the partners in accordance with these percentages.
RAS L.P. purchased 54.5 acres of land located in Summerlin, Nevada on which it
is developing and plans to operate a resort facility (the "Resort Casino"), to
include a casino, hotel, conference center, spa, restaurants and retail center.
The land is zoned for gaming, and the Las Vegas City Council has granted the
special use permit required to develop the proposed facility. On April 29, 1999,
the Nevada Gaming Commission granted approvals of the various nonrestricted
gaming licenses required for RAS L.P. to operate the casino. On May 10, 1999,
RAS L.P. received approvals from the City of Las Vegas for the liquor, gaming
and massage establishment licenses required to operate the Resort Casino.
The Companies are development stage companies as they are devoting substantially
all of their efforts to develop the Resort Casino. The Companies have no current
source of income and do not anticipate any material amounts of income until such
time as the Resort Casino is operational. The Resort Casino is expected to open
for business on June 29, 1999, at which time a substantial portion of the Resort
Casino is expected to be complete.
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the accounting policies described in the Companies' December
31, 1998 audited consolidated financial statements included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 31, 1999 and should be read in conjunction with the Notes to Consolidated
Financial Statements which appear therein. The Consolidated Balance Sheet as of
December 31, 1998 contained herein was derived from audited financial
statements, but does not include all disclosures included in the December 31,
1998 audited consolidated financial statements and applicable under generally
accepted accounting principles.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim periods have been included. The results for the 1999 interim periods
reported upon are not necessarily indicative of expected results for the full
year.
As prescribed by Statement of Position 78-9 of the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants
("AccSEC"), Accounting for Investments in Real Estate Ventures, RAS Inc.'s
indirect ownership in RAS L.P. through SCA and its direct 1.0% general
partnership investment constitutes a controlling interest and is therefore
considered a subsidiary requiring consolidation in the financial statements of
RAS Inc. RAS Inc.'s sole business activity at this time is its 1.0% general
partnership interest in RAS L.P. The consolidated RAS Inc. financial statements
include the following adjusting entries:
- - Elimination of RAS Inc.'s investment in RAS L.P.
- - Reclassification of the 99.0% limited partnership interests in RAS L.P. to a
minority interest within the balance sheet.
- - Allocation of 99.0% of the net losses of RAS L.P. to the limited partners and
the elimination of RAS Inc. equity interest in the losses of RAS L.P.
- - Elimination of intercompany accounts payable and receivable.
9
10
In April 1998, AccSEC issued Statement of Position 98-5 entitled "Reporting on
the Costs of Start-up Activities" ("SOP 98-5") which requires entities to
expense costs of preopening activities as they are incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. Accordingly, the
Companies adopted SOP 98-5 in the quarter ended March 31, 1999. Upon adoption,
the Companies reported the initial adoption as a cumulative effect of a change
of accounting principle of $10.6 million and expensed subsequent preopening
costs as incurred of $3.5 million.
2. CONSTRUCTION MANAGER DISPUTE
In December 1997, RAS L.P. executed a Construction Management Agreement
(the "Construction Contract") with J.A. Jones Construction ("Jones") for the
construction of the Resort Casino for a guaranteed maximum price of $133
million. As a result of disputes which subsequently arose under the Construction
Agreement with respect to the cost and timing of the completion of the Resort
Casino, on December 22, 1998, the Companies and Jones entered into a Settlement
Agreement (the "Settlement Agreement") concerning the Construction Contract.
The Settlement Agreement provides (i) RAS L.P. will pay to Jones an
additional $23 million (inclusive of $3 million previously budgeted for the
completion of the Resort Casino), as set forth in the Construction Contract and
including certain additional work; (ii) the Companies are not responsible for
any additional project costs necessary to accomplish substantial completion of
the Resort Casino on or before April 30, 1999 except as otherwise expressly set
forth in the Settlement Agreement; (iii) Jones is solely responsible, and will
indemnify the Companies, for all costs of substantial completion except as
otherwise expressly provided in the Settlement Agreement; (iv) if substantial
completion of the Resort Casino does not occur on or before April 30, 1999
(which it did not), all delay and other penalties provided for in the
Construction Contract would commence as of April 30, 1999, and Jones is not
entitled to any amounts for general conditions or any other payments of a
similar nature from that date, unless certain savings specified in the
Construction Contract are achieved; (v) for a bonus to Jones of up to $1 million
provided that the Resort Casino is substantially completed on or before April
30, 1999 (which it was not), and that no bonus shall be paid if the Resort
Casino is not substantially completed on or before April 30, 1999.
In the Settlement Agreement, Jones represented that it had reviewed all
of the construction documents and determined that the Resort Casino, including
the second hotel, can be constructed "in a fashion and of a functionality,
quality and level of aesthetics reasonably inferable from the architects' design
to create a five-star rated property" and that Jones did not know of any reason
that the Resort Casino could not be constructed as described in the Settlement
Agreement or substantially completed on or before April 30, 1999 for the amount
set forth in the Construction Contract as modified by the Settlement Agreement.
Jones failed to achieve substantial completion of the Resort Casino by
April 30, 1999. The Companies have advised Jones that it has breached the
Construction Contract; RAS L.P. will invoke certain liquidated damages
provisions as of May 1, 1999; and that the Companies reserve their rights to
hold Jones liable for all damages which result from Jones' breach. Since the
execution of the Settlement Agreement, Jones also has presented to RAS L.P.
additional change orders for work totalling approximately $ 6.8 million. RAS
L.P. has accepted $ 5.2 million, rejected $1.4 million and is continuing to
review approximately $200,000 of these change orders. RAS L.P. has informed
Jones that it believes certain of the rejected change orders are for
construction subject to the terms of the Settlement Agreement that Jones is
obligated to provide pursuant to the terms thereof and are not properly the
subject of change orders. RAS L.P. also believes that it may possess legal
rights against Jones and/or others with respect to certain of the change orders
which it has accepted. RAS L.P. intends to examine thoroughly those rights and
vigorously pursue those rights if in RAS L.P.'s best interests.
Jones has denied the Companies' allegations of breach of the Construction
Contract and with respect to the disputed change orders and informed the
Companies that it will not perform any further change order work on the Resort
Casino without agreeing on the cost and timing of completion. The Companies
intend vigorously to pursue their rights under the Construction Contract as
modified by the Settlement Agreement and as appropriate with respect to the
disputed change orders in a manner consistent with achieving their overall
business goal of the successful completion and opening of the Resort Casino. The
Companies believe that, notwithstanding the dispute with Jones, the Resort
Casino will be sufficiently complete to open to the public on June 29, 1999.
Notwithstanding this dispute, the Companies and Jones are continuing to
cooperate with respect to the completion of the Resort Casino. There can be no
assurance as to the ultimate outcome of the dispute with Jones or the effect it
may have on the Companies' ability to open the Resort Casino by June 29, 1999 or
otherwise achieve successful operations of the Resort Casino at any time.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the information contained in the financial statements,
including the notes thereto included in this Form 10-Q.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This Form 10-Q contains certain "forward-looking
statements" which represent expectations or beliefs of the Companies, including,
but not limited to, statements concerning (i) the completion and opening of the
Resort Casino; and (ii) RAS L.P.'s operations, performance, financial
condition and plans. Any statements contained in this Form 10-Q 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," "anticipate," "intend," "could," "estimate," or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, including, but not limited to, those
relating to development and construction activities; market fluctuations; gaming
and other regulatory matters; the receipt of building permits and certificates
of occupancy; the impact of internal and external problems caused by the Year
2000 computer problem; taxation; dependence on existing management; leverage and
debt service (including sensitivity to fluctuations in interest rates); domestic
or international economic conditions; changes in federal and state laws or the
administration of such laws; and changes in gaming laws or regulations
(including the legalization of gaming in certain jurisdictions). Certain of
these risks and uncertainties are beyond the Companies' control, and actual
results may differ materially depending on a variety of important factors,
including those described in this Form 10-Q.
DEVELOPMENT ACTIVITIES
RAS L.P. is constructing, and will own and operate, the Resort Casino, which
will include two luxury hotel facilities, a casino, a spa and fitness center,
and a retail, meeting and entertainment complex in Las Vegas, Nevada. The Resort
Casino is expected to open for business on June 29, 1999, at which time a
substantial portion of the Resort Casino is expected to be complete.
Construction projects of this nature entail significant risks and the
anticipated costs and construction schedule are based upon budgets, conceptual
design documents and schedule estimates. As construction progresses, there is
always a possibility that delay claims and construction change orders may occur
or that certificates of occupancy may not be obtained on a timely basis.
For a description of the ongoing dispute between the Companies and Jones with
respect to the cost and timing of the completion of the Resort Casino, see
Footnote 2 to the Financial Statements, "Construction Manager Dispute," included
in this Form 10-Q.
RESULTS OF OPERATIONS
RAS L.P. was formed in Nevada in August 1996. RAS L.P. is in the development
stage and, accordingly, has no significant operating results.
RAS L.P. incurred a net loss of $15.9 million for the quarter ended March 31,
1999 (the "1999 Quarter") and a net loss of $3.6 million for the quarter ended
March 31, 1998 (the "1998 Quarter"). The most significant change between the
1999 Quarter and the 1998 Quarter is the treatment of preopening costs,
including a $10.6 million charge to recognize the cumulative effect of change
in accounting principle. Interest income declined as RAS L.P. expended its
equity and debt proceeds for construction and preopening costs and, accordingly,
had lower cash balances. Net interest expense declined from $5.5 million in the
1998 Quarter to $2.0 million in the 1999 Quarter because $6.3 million of
interest was capitalized in the 1999 Quarter versus $1.0 million in the 1998
Quarter.
PREOPENING COSTS
Prior to 1999, it was RAS L.P.'s policy to capitalize development costs as
incurred and charge such costs to expense at the commencement of operations.
These costs include legal fees, personnel, travel, and other costs related to
the development of the Resort Casino.
In April 1998, AccSEC issued SOP 98-5 entitled "Reporting on the Costs of
Start-up Activities" which requires entities to expense costs of preopening
activities as they are incurred. SOP 98-5 is effective for fiscal years
beginning after
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December 15, 1998. Accordingly, the Companies adopted SOP 98-5 in the quarter
ended March 31, 1999. Upon adoption, the Companies reported the initial adoption
as a cumulative effect of a change of accounting principle of $10.6 million and
expensed subsequent preopening costs as incurred of $3.5 million.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, approximately $234.9 million of the estimated total
project cost of $276.0 million (excluding leased items) had been expended or
incurred to fund construction and development of the Resort Casino. Of the costs
incurred, approximately $185.8 million represents land, construction in progress
and furniture, fixtures and equipment, and the balance represents related
development costs, financing costs and funds deposited into the interest escrow
account for the Companies' First Mortgage Notes (the "Mortgage Notes") pursuant
to the December 30, 1997 Credit Agreement (the "Credit Agreement").
The remaining construction and development costs for the Resort Casino are
expected to be funded from a combination of (i) cash held in RAS L.P.'s bank
accounts ($1.2 million at March 31, 1999), (ii) cash held in the Mortgage Notes
proceeds account($60.9 million at March 31, 1999), and (iii) operating lease
facilities for up to approximately $44.4 million.
Under the terms of the Credit Agreement and the December 31, 1997 Indenture (the
"Indenture") with respect to the Companies' Senior Subordinated PIK Notes, RAS
L.P. may obtain additional sources of liquidity, if necessary, including (i) up
to $15.0 million of capital lease financing for furniture, fixtures and
equipment, (ii) up to $5.0 million of unsecured debt, and (iii) operating lease
financing.
On August 6, 1998, RAS L.P. executed commitments with a lease financing company
for certain credit facilities. The facilities went into effect on December 21,
1998. In March 1999, RAS L.P. executed additional commitments with the same
lease financing company and amended certain terms of the original credit
facilities.
RAS L.P. obtained the following credit facilities in December 1998, as amended
in March 1999:
- Capital lease facility for up to approximately $15.0 million of general
equipment, which may be converted to an operating lease facility;
- Operating lease facility for up to approximately $13.1 million for gaming
equipment, subsequently reduced to approximately $10.4 million; and
- Unsecured credit facility for $5.0 million.
RAS L.P. executed commitments for the following credit facilities in March
1999:
- Operating lease facility for up to approximately $15.0 million of hotel and
casino furniture, fixtures and equipment; and
- Operating lease facility for up to approximately $4.0 million for certain
other equipment.
The operating lease facilities may be used to finance new gaming devices,
related systems, vehicles and furniture, fixtures and equipment acceptable to
the leasing company. The terms of the facilities are for 36 or 48 months at
imputed interest rates of 11.0% to 15.0%. Maximum annual payments under the
facilities will be approximately $14.4 million. RAS L.P. has been granted an
option, upon expiration of the facilities, to (i) purchase not less than all of
the equipment, by equipment category, at fair market value as determined by an
independent appraiser, (ii) renew the facilities for 12 months, or (iii) return
the equipment to the leasing company.
The unsecured credit facility will be available from the opening of the Resort
Casino until December 21, 1999. RAS L.P. will be required to give 45 days notice
for each draw, which must be a minimum of $1.0 million and a maximum of $2.0
million. RAS L.P. will be required to pay 2.0% of each draw as a credit
facility, legal and syndication fee at the time of closing each draw. Each loan
will include a 2.0% original issue discount and be converted to a 24-month term
note fully amortizing at an interest rate of 13.0%.
A commitment fee totaling $140,500 was paid on execution of the lease facility
commitment on August 6, 1998. Upon closing the transaction on December 21, 1998,
the fee was applied to the security deposit of the leases, and additional fees,
rental payments and security deposits totaling $1,395,870 were paid. In addition
to paying the first and last month's rental payments on each lease facility at
closing, RAS L.P. must pay a $2.9 million general security deposit relating to
the leases.
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Based on management's most recent review of all project costs, management
expects to utilize all or a portion of the leasing facilities prior to or after
the opening of the Resort Casino and all or a portion of the unsecured credit
facility after the opening of the Resort Casino. The funds provided by these
sources are expected to be sufficient to develop, construct and commence
operations of the Resort Casino assuming there are no significant delays or
material cost or construction cost overruns.
Based on current cash balances and anticipated expenditures, management
estimates a cash balance upon opening of $37.1 million, consisting of (i) $2.3
million for casino bankroll; (ii) $0.2 million for slot machine coin inventory;
(iii) $12.4 million of Mortgage Notes interest escrow; (iv) $14.3 million of
general contractor retention, deferred general contractor fee and construction
payables; (v) $2.4 million of advance guest deposits; (vi) $0.5 million of
preopening payables and (vii) $5.0 million of general project costs and
operating shortfall reserves. Any significant delays or project cost overruns
would have a material adverse impact on RAS L.P.'s cash balance upon opening.
Beginning with the anticipated opening of the Resort Casino on June 29, 1999,
RAS L.P. expects to fund its operations, capital requirements and debt service
from (i) operating cash flow; (ii) a forecasted cash balance upon opening of
$37.1 million; (iii) any remaining sale leaseback financing allowed under the
Credit Agreement and the Indenture; and (iv) the unsecured $5.0 million credit
facility. Such financing is subject to certain conditions, including completion
of the Resort Casino. Management believes that forecasted cash balances,
forecasted operating cash flow and additional borrowings allowed under the
Credit Agreement and the Indenture will provide RAS L.P. with sufficient
resources to meet its existing debt obligations and foreseeable capital
expenditure requirements. Certain occurrences may prevent RAS L.P. from
achieving an adequate level of resources, including, but not limited to (i)
failure to obtain the necessary certificates of occupancy on a timely basis;
(ii) significant construction delays or project cost overruns; and (iii) failure
to achieve expected operating results.
RAS L.P. may seek, if necessary, to the extent permitted under the Credit
Agreement and the Indenture, additional financing through additional bank
borrowings or debt, equity or lease financing. There can be no assurance that
additional financing, if needed, will be available to RAS L.P. and, if
available, that the financing will be on favorable terms. Finally, there can be
no assurance that new business developments or other unforeseen events will not
occur resulting in the need to raise additional funds.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. As a result, those
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions or engage in similar normal
business activities.
Based on recent assessments, RAS L.P. believes that its systems are Year 2000
compliant and will properly recognize dates beyond December 31, 1999. Given that
RAS L.P. is a relatively new entity and significant systems were not implemented
until 1997, management was able to select and implement systems which had
previously been certified as Year 2000 compliant.
RAS L.P. is in the process of contacting its significant suppliers and
subcontractors that do not share information systems with RAS L.P. (external
agents) as to their Year 2000 compliance. To date, RAS L.P. is not aware of any
external agent with a Year 2000 issue that would materially impact RAS L.P.'s
results of operations, liquidity, or capital resources. However, RAS L.P. has
no means of ensuring that external agents will be Year 2000 compliant. The
inability of external agents to complete their Year 2000 compliance in a timely
fashion could materially adversely impact RAS L.P. The effect of non-compliance
by external agents is not determinable. Possible Year 2000 related problems due
to external agents could include loss of power or telephone service, supply
shortages and flight cancellations.
In the event that RAS L.P. experiences Year 2000 difficulties with its systems
or with significant external agents, RAS L.P. has contingency plans for certain
critical applications and is working on such plans for others. Contingency
plans generally consist of performing mission critical procedures manually or
with substitute systems which are Year 2000 compliant.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
RAS L.P. is exposed to market risk in the form of fluctuations in interest rates
and their potential impact upon the Mortgage Notes, which are variable-rate
debt. Of the $100.0 million Mortgage Notes, $50.0 million are covered under a
cap of 11.0% until March 31, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the opinion of management, with the exception of the dispute with Jones, the
Companies are not engaged in any litigation or other legal dispute that could
have a material adverse impact on the Companies. See Note 2 to the Financial
Statements for a description of the dispute with Jones.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
On April 29, 1999, the Nevada Gaming Commission granted approvals of the various
nonrestricted gaming licenses required for RAS L.P. to operate the casino. On
May 10, 1999, RAS L.P. received approvals from the City of Las Vegas for the
liquor, gaming and massage establishment licenses required to operate the Resort
Casino.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
2.1 December 22, 1997 Purchase Agreement.*
3.1 Certificate of Limited Partnership of RAS L.P.*
3.2 Agreement of Limited Partnership, as amended, of RAS L.P.*
3.3 Articles of Incorporation of RAS Inc.*
3.4 Bylaws of RAS Inc.*
4.1 December 31, 1997 Indenture.*
4.2 December 30, 1997 Exchange and Registration Rights Agreement.*
4.3 December 30, 1997 Registration Rights and Limited Partners' Agreement.*
4.4 December 30, 1997 Warrant Agreement for Partnership Warrants.*
4.5 December 30, 1997 Warrant Agreement for Corporate Warrants.*
4.6 Disbursement Agreement dated December 31, 1997.*
4.7 Subordinated Notes Proceeds Accounts Agreement dated December 31, 1997.*
4.8 Mortgage Notes Proceeds Account Agreement dated December 31, 1997.*
4.9 Interest Escrow Account Agreement dated December 31, 1997.*
4.10 Partnership Funds Account Agreement dated December 31, 1997.*
4.11 December 31, 1997 Global Note.*
4.12 Form of Partnership Warrants.*
4.13 Form of Corporate Warrants.*
10.1 December 22, 1997 Construction Contract.*
10.2 December 16, 1997 License Agreement.*
10.3 December 29, 1997 Architect Agreement.*
10.4 August 15, 1996 Development Declaration and Option to Repurchase.*
10.5 August 15, 1996 Royalty Agreement.*
10.6 December 22, 1997 Guaranty of Completion of J.A. Jones, Inc.*
10.7 December 30, 1997 Credit Agreement.*
10.8 December 30, 1997 Subordinated Notes Proceeds Agreement.*
10.9 Golf Course Agreement.*
10.10 January 13, 1998 Construction Management Contract.*
10.11 December 22, 1998 Settlement Agreement.*
27.1 Financial Data Schedule.**
27.2 Financial Data Schedule.**
- ----------
* Filed previously.
** Filed herewith.
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(b) REPORTS ON FORM 8-K
The Companies filed a Form 8-K with the Securities and Exchange
Commission on January 5, 1999 regarding the Settlement Agreement.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
The Resort at Summerlin, Limited
Partnership (Registrant)
By: The Resort at Summerlin, Inc., a
Nevada corporation, its general partner
Date: May 17, 1999 By: /s/ Brian McMullan
----------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: May 17, 1999 By: /s/ John J. Tipton
----------------------
John J. Tipton
Its: Sr. Vice President, Chief
Financial Officer and
General Counsel, The
Resort at Summerlin, Inc.,
General Partner (Principal
Financial Officer)
The Resort at Summerlin, Inc.
(Registrant)
Date: May 17, 1999 By: /s/ Brian McMullan
----------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: May 17, 1999 By: /s/ John J. Tipton
----------------------
John J. Tipton
Its: Sr. Vice President, Chief Financial
Officer and General Counsel
(Principal Financial Officer)
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