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SECURITIES AND EXCHANGE COMMISSION
þ | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada | 20-8160036 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Name of each exchange on which registered | |
None. |
Large accelerated filero | Accelerated filero | Non-Accelerated filerþ | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
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Exhibit 3.12 | ||||||||
Exhibit 3.14 | ||||||||
Exhibit 3.16 | ||||||||
Exhibit 3.19 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
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• | the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; |
• | the establishment and maintenance of responsible accounting practices and procedures; |
• | the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; |
• | the prevention of cheating and fraudulent practices; and |
• | providing a source of state and local revenues through taxation and licensing fees. |
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• | voting on all matters voted on by stockholders; |
• | making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and |
• | other activities as the Nevada Gaming Commission may determine to be consistent with such investment intent. |
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• | pay that person any dividend or interest upon voting securities; |
• | allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; |
• | pay remuneration in any form to that person for services rendered or otherwise; or |
• | fail to pursue all lawful efforts to require the unsuitable person to relinquish his voting securities for cash at fair market value. |
• | pays to the unsuitable person any dividend, interest, or any distribution whatsoever; |
• | recognizes any voting right by the unsuitable person in connection with debt securities; |
• | pays the unsuitable person remuneration in any form; or |
• | makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction. |
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• | a percentage of the gross revenues received; |
• | the number of gaming devices operated; or |
• | the number of table games operated. |
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• | a downturn in local or regional economic conditions; |
• | an increase in competition in the surrounding area; |
• | inaccessibility to our properties due to road construction or closure of Interstate 15; and |
• | natural and other disasters in the surrounding area, including severe weather, flooding, fire, and other casualty losses. |
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• | continued increases in healthcare costs; |
• | general economic conditions and economic conditions specific to our primary markets; |
• | levels of disposable income of casino customers; |
• | increases in transportation costs; |
• | local conditions in key gaming markets, including seasonal and weather-related factors; |
• | increase in gaming taxes or fees; |
• | decline in tourism and travel due to occurrences or threats of terrorism or other destabilizing events; |
• | substantial increases in the cost of electricity, natural gas and other forms of energy; |
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• | competitive conditions in the gaming industry, including the effect of such conditions on the pricing of our games and products; |
• | the relative popularity of entertainment alternatives to casino gaming that compete for the leisure dollar; |
• | the adoption of additional anti-smoking regulations; |
• | an outbreak or suspicion of an outbreak of an infectious communicable disease; |
• | environmental disaster; and |
• | unionization of workforce |
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• | the availability of financing and the terms and covenants in our Foothill Facility and other debt; |
• | shortages in materials; |
• | insufficient public infrastructure improvements or maintenance; |
• | shortages of skilled labor or work stoppages; |
• | unforeseen construction, scheduling, engineering, environmental or geological problems; |
• | weather interference, floods, fires or other casualty losses; |
• | the failure to obtain required licenses, permits or approvals; |
• | regulatory or private litigation arising out of projects; and |
• | unanticipated cost increases and budget overruns. |
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• | whether any payments under the notes would be made; |
• | whether or when the trustee could foreclose upon or sell the collateral; |
• | whether the term or other conditions of the Notes or any rights of the holders could be altered in a bankruptcy case without the trustee’s or the noteholders’ consent; |
• | whether the trustee or Note holders would be able to enforce the noteholders’ rights against the guarantors under their guarantees; or |
• | whether or to what extent holders of the Senior Secured Notes would be compensated for any delay in payment or decline in the collateral’s value. |
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• | pay dividends, redeem stock or make other distributions or restricted payments; |
• | incur debt or issue preferred equity interests; |
• | make certain investments; |
• | create liens; |
• | agree to payment restrictions affecting the subsidiary guarantors; |
• | consolidate or merge; |
• | sell or otherwise transfer or dispose of assets, including equity interests of our restricted subsidiaries; |
• | enter into transactions with our affiliates; |
• | designate our subsidiaries as unrestricted subsidiaries; and |
• | use the proceeds of permitted sales of our assets. |
• | indebtedness evidenced by the Notes or refinancing of the Notes; |
• | indebtedness to finance purchases of furniture, fixture and equipment, or FF&E, so long as the financing does not exceed $2.5 million for non-gaming FF&E; |
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• | indebtedness to finance our general liability insurance premium so long as the amount does not exceed $1.0 million; |
• | indebtedness secured by our contracts between us and owners of timeshare interests in our timeshare units so long as the amount does not exceed $1.0 million; and |
• | other indebtedness in an amount not to exceed $1.0 million. |
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• | the guarantor was insolvent or rendered insolvent by reason of incurring its obligations under its guarantee or granting a security interest in its assets; |
• | the guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or |
• | the guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured. |
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Location and Function(s) | Ownership Structure | |
CasaBlanca Hotel & Casino | ||
Main Site and Improvements | Owned | |
Timeshare Units | Owned by us and unrelated third parties | |
Timeshare Unit Land | Owned(1) | |
CasaBlanca Golf Club | Leased(2) | |
Unimproved Land | Owned | |
Oasis Hotel & Casino | ||
Main Site and Improvements | Owned | |
Palms Golf Course | Arizona Land Owned (76 acres) / Arizona Land Leased (180 acres)(3) | |
Oasis Recreational Facility | Owned(4) | |
Timeshare Units | Owned by us and unrelated third parties(5) | |
Timeshare Units Land | Owned by us and unrelated third parties | |
Virgin River Hotel, Casino & Bingo | ||
Main Site and Improvements | Owned(6) | |
Unimproved Land | Owned | |
Virgin River Convention Center Hotel & Casino | ||
Main Site and Improvements | Owned | |
Unimproved Land | Owned |
(1) | In addition to land owned, we formerly leased the land on which some of our former timeshare units are situated pursuant to a 50-year lease with our affiliate, MDW Mesquite, LLC. Pursuant to an agreement which became effective December 15, 2004, RBG, LLC and MDW Mesquite, LLC terminated the lease. See “Item 13. Certain Relationships and Related Transactions.” | |
(2) | We lease the land on which the golf club is located pursuant to a 99-year lease with River View, LLC that expires in June 2094. | |
(3) | The Palms Golf Course is located on a 256-acre site in Arizona, of which 180 acres are leased from the State of Arizona pursuant to a 10-year lease that expired in May 2008. Currently we are in the process of renegotiating this lease. | |
(4) | The Oasis Recreational Facility consists of a gun club as well as motocross and equestrian facilities in Arizona. | |
(5) | In January 2006, Oasis Interval Ownership, LLC entered into an agreement with Global Exchange Development Corp. to sell substantially all of the unsold time share intervals at the Oasis Hotel and Casino. | |
(6) | Title to the main site and related improvements is held by the Virgin River Casino Corporation. |
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ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Years ending December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Statement of Operations Data: | ||||||||||||||||||||
Net revenues | 131,637 | 163,183 | 168,230 | 162,262 | 154,010 | |||||||||||||||
Operating expenses | 164,899 | 159,781 | 161,465 | 152,428 | 140,898 | |||||||||||||||
Operating (loss) income | (33,262 | ) | 3,402 | 6,765 | 9,834 | 13,112 | ||||||||||||||
Net (loss) income | (54,587 | ) | (17,230 | ) | (12,164 | ) | (8,414 | ) | 2,859 | |||||||||||
Other Financial Data: | ||||||||||||||||||||
Depreciation and amortization | 16,586 | 16,823 | 17,274 | 12,539 | 8,180 |
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As of December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | 11,464 | 9,503 | 11,118 | 15,632 | 17,033 | |||||||||||||||
Total assets | 150,468 | 194,284 | 201,627 | 212,944 | 205,630 | |||||||||||||||
Total debt and capital leases | 206,093 | 193,587 | 181,954 | 182,665 | 168,564 | |||||||||||||||
Total Members’ (deficit) equity | (75,266 | ) | (20,679 | ) | (3,449 | ) | 6,268 | 16,465 |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
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• | VRCC received 100 shares of R. Black, Inc. (“RBI”) from the Black Trust. The Black Trust owns 100% of the outstanding shares of VRCC. The 100 shares of RBI representing 100% of the outstanding capital stock of RBI, was exchanged for 3.68 shares of VRCC held by the Black Trust, representing 3.68% of the outstanding capital stock of VRCC. RBI does not have any material operations, liabilities or assets other than a 5.47% ownership in RBG. The transfer of shares of RBI to VRCC was accounted for at the historical cost of RBG as RBI and VRCC were under common control. |
• | VRCC received a 3.8% membership interest in RBG from the Black Trust in exchange for 2.57 shares of VRCC held by the Black Trust, representing 2.57% of the outstanding capital stock of VRCC. The transfer of membership interests of RBG to VRCC was accounted for at historical cost as the Black Trust and VRCC were under common control. |
• | VRCC received a 1.92% membership interest in RBG from Glenn Teixeira in exchange for 1.29 shares of VRCC held by the Black Trust, representing 1.29% of the outstanding capital stock of VRCC. The acquisition of the membership interests from RBG from Glenn Teixeira was accounted for at fair value as it was considered an acquisition of a minority interest of a subsidiary. Based upon an internal analysis the fair value of Glenn Teixeira’s interest approximated book value. |
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Year ended | ||||||||||||||||||||
December 31, | Years ended December 31, | |||||||||||||||||||
2008 | % Change | 2007 | % Change | 2006 | ||||||||||||||||
Casino revenues | $ | 81,831 | (23.6 | %) | $ | 107,112 | 1.3 | % | $ | 105,762 | ||||||||||
Casino expenses | 42,693 | (19.4 | %) | 52,998 | 11.7 | % | 47,444 | |||||||||||||
Profit margin | 47.8 | % | — | 50.5 | % | — | 55.1 | % | ||||||||||||
Food and beverage revenues | $ | 31,849 | (23.0 | %) | $ | 41,342 | (4.2 | %) | $ | 43,172 | ||||||||||
Food and beverage expenses | 20,514 | (7.6 | %) | 22,205 | (13.6 | %) | 25,711 | |||||||||||||
Profit margin | 35.6 | % | — | 46.3 | % | — | 40.4 | % | ||||||||||||
Hotel revenues | $ | 29,141 | (15.0 | %) | $ | 34,278 | (2.2 | %) | $ | 35,062 | ||||||||||
Hotel expenses | 7,068 | 12.2 | % | 6,298 | (11.2 | %) | 7,090 | |||||||||||||
Profit margin | 75.7 | % | — | 81.6 | % | — | 79.8 | % | ||||||||||||
Other revenues | $ | 16,348 | (17.9 | %) | $ | 19,905 | (1.8 | %) | $ | 20,280 | ||||||||||
Other expenses | 9,258 | (20.4 | %) | 11,633 | (5.8 | %) | 12,352 | |||||||||||||
Promotional allowances | $ | 27,532 | (30.2 | %) | $ | 39,454 | 9.5 | % | $ | 36,046 | ||||||||||
Percent of gross revenues | 17.3 | % | — | 19.5 | % | — | 17.7 | % | ||||||||||||
General and administrative expenses | $ | 41,270 | (17.0 | %) | $ | 49,714 | (0.6 | %) | $ | 50,009 | ||||||||||
Percent of net revenues | 31.4 | % | — | 30.5 | % | — | 29.7 | % |
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Payments Due by Period | ||||||||||||||||||||
Less than | After | |||||||||||||||||||
Total | 1 Year | 1-3 Years | 4-5 Years | 5 Years | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Contractual obligations: | ||||||||||||||||||||
Long-term debt(1) | $ | 205,836 | $ | 205,836 | $ | — | $ | — | $ | — | ||||||||||
Gaming equipment financing | 246 | 121 | 125 | — | — | |||||||||||||||
Capital leases | 328 | 173 | 155 | — | — | |||||||||||||||
Operating leases | 24,520 | 545 | 816 | 816 | 22,343 | |||||||||||||||
Total contractual obligations | $ | 230,930 | $ | 206,675 | $ | 1,096 | $ | 816 | $ | 22,343 | ||||||||||
(1) | We are currently in default under our Foothill Facility and Senior Secured Notes. Therefore, our obligations under the Foothill Facility and Senior Secured Notes could be accelerated. In such event, we would be in default under our Senior Subordinated Notes, and our obligations under our Senior Subordinated Notes could be accelerated. Therefore, these amounts have been displayed as current liabilities. |
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Estimated | ||||||||||||||||
Maturity | Face | Carrying | Fair | |||||||||||||
Date | Amount | Value | Value | |||||||||||||
(in thousands) | ||||||||||||||||
Foothill Facility at an average interest rate of 8.9% | December 2008 | * | $ | 15,000 | $ | 14,836 | $ | 14,836 | ||||||||
9% Senior Secured Notes | January 2012 | * | 125,000 | 125,000 | 37,038 | |||||||||||
123/4 % Senior Subordinated Notes | January 2013 | * | 66,000 | 65,683 | 3,056 | |||||||||||
Total | $ | 206,000 | $ | 205,519 | $ | 54,930 | ||||||||||
* | Due to current defaults, our obligations under the Foothill Facility and our Senior Notes could be accelerated prior to their stated maturity dates. In such event there would be a default under our Senior Subordinated Notes and these obligations could be accelerated as well. |
As of December 31, | ||||||||||||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | ||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||
Long-term debt (including current portion): | ||||||||||||||||||||||||||||
Fixed-rate | $ | 191,000 | (1) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 191,000 | |||||||||||||
Average interest rate | 10.29 | % | 10.30 | % | 10.30 | % | 10.30 | % | 10.30 | % | — | 10.19 | % | |||||||||||||||
Variable-rate | $ | 14,836 | (1) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 14,836 | |||||||||||||
Average interest rate | 8.9 | % | — | — | — | — | — | 8.9 | % |
(1) | As of the date of this report our forbearance periods have expired and have not been renewed; therefore our debt is being presented as due within a year. We continue to evaluate our financial and strategic alternatives. Refer to our discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources for Black Gaming, LLC”. |
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BLACK GAMING, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS | ||||
December 31, 2008 and 2007 and for Each of the Three Years in the Period Ended December 31, 2008: | ||||
42 | ||||
Consolidated Financial Statements: | ||||
43 | ||||
44 | ||||
45 | ||||
46 | ||||
48 | ||||
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Las Vegas, Nevada
March 25, 2009
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December 31, | ||||||||
2008 | 2007 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 11,464 | $ | 9,503 | ||||
Accounts receivable, net of allowance of $763 and $741 for 2008 and 2007, respectively | 1,013 | 1,986 | ||||||
Related party receivables | 460 | 327 | ||||||
Inventories | 1,529 | 1,800 | ||||||
Property held for vacation interval sales | — | 336 | ||||||
Prepaid expenses | 3,377 | 4,180 | ||||||
Current portion of notes receivable | 261 | 150 | ||||||
Total current assets | 18,104 | 18,282 | ||||||
Property and equipment, net | 111,330 | 131,480 | ||||||
Notes receivable, less current portion | 117 | 537 | ||||||
Goodwill and other intangible assets, net | 14,177 | 35,828 | ||||||
Deferred financing fees | 4,787 | 6,259 | ||||||
Other assets | 1,953 | 1,898 | ||||||
Total assets | $ | 150,468 | $ | 194,284 | ||||
Liabilities and Members’ Deficit | ||||||||
Current liabilities: | ||||||||
Bank overdraft | $ | — | $ | 821 | ||||
Current portion of obligations under capital leases | 173 | — | ||||||
Current portion of gaming equipment financing | 121 | 1,025 | ||||||
Current portion of long-term debt and debt in default | 205,519 | 9,500 | ||||||
Accounts payable | 2,557 | 2,950 | ||||||
Accrued liabilities | 17,084 | 17,605 | ||||||
Total current liabilities | 225,454 | 31,901 | ||||||
Gaming equipment financing, less current portion | 125 | 15 | ||||||
Obligations under capital leases | 155 | — | ||||||
Long term debt | — | 183,047 | ||||||
Total liabilities | 225,734 | 214,963 | ||||||
Commitments and contingencies (Note 13) | ||||||||
Members’ deficit | (75,266 | ) | (20,679 | ) | ||||
Total liabilities and members’ deficit | $ | 150,468 | $ | 194,284 | ||||
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2008 | 2007 | 2006 | ||||||||||
Revenues: | ||||||||||||
Casino | $ | 81,831 | $ | 107,112 | $ | 105,762 | ||||||
Food and beverage | 31,849 | 41,342 | 43,172 | |||||||||
Hotel | 29,141 | 34,278 | 35,062 | |||||||||
Other | 16,348 | 19,905 | 20,280 | |||||||||
Total revenues | 159,169 | 202,637 | 204,276 | |||||||||
Less—promotional allowances | (27,532 | ) | (39,454 | ) | (36,046 | ) | ||||||
Net revenues | 131,637 | 163,183 | 168,230 | |||||||||
Operating expenses: | ||||||||||||
Casino | 42,693 | 52,998 | 47,444 | |||||||||
Food and beverage | 20,514 | 22,205 | 25,711 | |||||||||
Hotel | 7,068 | 6,298 | 7,090 | |||||||||
Other | 9,258 | 11,633 | 12,352 | |||||||||
General and administrative | 41,270 | 49,714 | 50,009 | |||||||||
Depreciation and amortization | 16,586 | 16,823 | 17,274 | |||||||||
Loss on sale and disposal of assets | 198 | 110 | 235 | |||||||||
Impairment of long lived assets | 14,815 | — | 1,350 | |||||||||
Goodwill impairment | 12,497 | — | — | |||||||||
Total operating expenses | 164,899 | 159,781 | 161,465 | |||||||||
Operating (loss) income | (33,262 | ) | 3,402 | 6,765 | ||||||||
Other (income) expense: | ||||||||||||
Other income | (315 | ) | — | — | ||||||||
Interest expense, net | 21,640 | 20,632 | 19,808 | |||||||||
Change in fair value of interest rate swaps | — | — | (195 | ) | ||||||||
Return on investment with MDW LLC | — | — | (928 | ) | ||||||||
Loss before cummulative effect of change in accounting principle and minority interest | (54,587 | ) | (17,230 | ) | (11,920 | ) | ||||||
Cummulative effect of change in accounting principle | — | — | (196 | ) | ||||||||
Loss before minority interest | (54,587 | ) | (17,230 | ) | (12,116 | ) | ||||||
Minority interest | — | — | (48 | ) | ||||||||
Net loss | $ | (54,587 | ) | $ | (17,230 | ) | $ | (12,164 | ) | |||
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Total Members’ | ||||
Deficit | ||||
Balance, January 1, 2006 | $ | 6,268 | ||
Net loss | (12,164 | ) | ||
Members’ contribution | 2,447 | |||
Balance, December 31, 2006 | $ | (3,449 | ) | |
Net loss | (17,230 | ) | ||
Balance, December 31, 2007 | $ | (20,679 | ) | |
Net loss | (54,587 | ) | ||
Balance, December 31, 2008 | $ | (75,266 | ) | |
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2008 | 2007 | 2006 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (54,587 | ) | $ | (17,230 | ) | $ | (12,164 | ) | |||
Cummulative effect of change in accounting principle | — | — | 196 | |||||||||
Depreciation and amortization | 16,586 | 16,823 | 17,274 | |||||||||
Minority interest | — | — | 48 | |||||||||
Change in fair value of interest rate swaps | — | — | (195 | ) | ||||||||
Loss on sale and disposal of assets | 198 | 110 | 235 | |||||||||
Impairment of long lived assets | 14,815 | — | 1,350 | |||||||||
Goodwill impairment | 12,497 | — | — | |||||||||
Amortization of deferred financing fees | 1,622 | 1,601 | 1,605 | |||||||||
Accretion of senior subordinated notes | 7,637 | 6,749 | 5,965 | |||||||||
Interest expense on gaming equipment financing | 4 | 5 | 76 | |||||||||
Cost of vacation interval sales | 15 | 84 | 40 | |||||||||
Change in operating assets and liabilities: | ||||||||||||
Accounts and related party receivables, net | 840 | 859 | (3,058 | ) | ||||||||
Inventories | 271 | (52 | ) | 296 | ||||||||
Prepaid expenses | 803 | 1,031 | (656 | ) | ||||||||
Notes receivable | 309 | 542 | 699 | |||||||||
Change in other assets | (266 | ) | (639 | ) | (188 | ) | ||||||
Accounts payable and accrued liabilities | (603 | ) | (797 | ) | 1,841 | |||||||
Net cash provided by operating activities | 141 | 9,086 | 13,364 | |||||||||
Cash flows from investing activities: | ||||||||||||
Proceeds received from sale of assets | 317 | 85 | 54 | |||||||||
Capital expenditures | (955 | ) | (14,461 | ) | (10,958 | ) | ||||||
Purchase of property rights | — | — | (1,100 | ) | ||||||||
Net cash used in investing activities | (638 | ) | (14,376 | ) | (12,004 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of long term debt and debt in default | 14,331 | 15,500 | 5,000 | |||||||||
Payment of gaming equipment financing | (1,879 | ) | (4,876 | ) | (4,308 | ) | ||||||
Payment of long term debt and debt in default | (8,996 | ) | (6,000 | ) | (7,788 | ) | ||||||
Payment of obligation under capital lease | (27 | ) | — | — | ||||||||
Payment of financing costs | (150 | ) | — | — | ||||||||
(Decrease) increase in bank overdraft | (821 | ) | (949 | ) | 1,222 | |||||||
Net cash provided by (used in) financing activities | 2,458 | 3,675 | (5,874 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents | 1,961 | (1,615 | ) | (4,514 | ) | |||||||
Cash and cash equivalents at beginning of period | 9,503 | 11,118 | 15,632 | |||||||||
Cash and cash equivalents at end of period | $ | 11,464 | $ | 9,503 | $ | 11,118 | ||||||
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Consolidated Statements of Cash Flows (continued)
For the Years Ended December 31,
(in thousands)
2008 | 2007 | 2006 | ||||||||||
Supplemental cash flow disclosure: | ||||||||||||
Cash paid for interest | $ | 12,550 | $ | 12,218 | $ | 12,401 | ||||||
Noncash investing and financing activities: | ||||||||||||
Acquisition of assets with gaming equipment financing | $ | 1,082 | $ | 363 | $ | 335 | ||||||
Capital lease obligation | $ | 356 | $ | — | $ | — | ||||||
Equity contribution | $ | — | $ | — | $ | 1,377 | ||||||
Exchange of minority interest for equity | $ | — | $ | — | $ | 1,070 | ||||||
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• | VRCC received 100 shares of R. Black, Inc. (“RBI”) from the Black Trust. The Black Trust owns 100% of the outstanding shares of VRCC. The 100 shares of RBI representing 100% of the outstanding capital stock of RBI, was exchanged for 3.68 shares of VRCC held by the Black Trust, representing 3.68% of the outstanding capital stock of VRCC. RBI does not have any material operations, liabilities or assets other than a 5.47% ownership in RBG. The transfer of shares of RBI to VRCC was accounted for at the historical cost of RBG as RBI and VRCC were under common control. | ||
• | VRCC received a 3.8% membership interest in RBG from the Black Trust in exchange for 2.57 shares of VRCC held by the Black Trust, representing 2.57% of the outstanding capital stock of VRCC. The transfer of membership interests of RBG to VRCC was accounted for at historical cost as the Black Trust and VRCC were under common control. | ||
• | VRCC received a 1.92% membership interest in RBG from Glenn Teixeira in exchange for 1.29 shares of VRCC held by the Black Trust, representing 1.29% of the outstanding capital stock of VRCC. The acquisition of the membership interests from RBG from Glenn Teixeira was accounted for at fair value as it was considered an acquisition of a minority interest of a subsidiary. Based upon an internal analysis the fair value of Glenn Teixeira’s interest approximated book value. |
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Notes to Consolidated Financial Statements
For the years ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Food and beverage | $ | 9,574 | $ | 10,786 | $ | 9,798 | ||||||
Hotel | 4,878 | 5,024 | 4,795 | |||||||||
Other | 1,769 | 4,237 | 2,681 | |||||||||
$ | 16,221 | $ | 20,047 | $ | 17,274 | |||||||
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Buildings | 31.5 to 39.5 years | |||
Land improvements | 15 years | |||
Leasehold improvements | 5 to 10 years | |||
Furniture, fixtures and equipment | 5 years |
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For the year ended | ||||
December 31, 2006 | ||||
Operating revenues | $ | 3,185 | ||
Operating expenses | 3,164 | |||
Depreciation and amortization | 268 | |||
Interest expense | — | |||
Net Loss | $ | (247 | ) | |
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December 31, | ||||||||
2008 | 2007 | |||||||
Land | $ | 32,812 | $ | 32,812 | ||||
Building | 77,549 | 77,897 | ||||||
Land and leasehold improvements | 13,509 | 17,940 | ||||||
Furniture and fixtures | 84,825 | 83,922 | ||||||
Construction in progress | 1,518 | 5,325 | ||||||
210,213 | 217,896 | |||||||
Less: accumulated depreciation | (98,883 | ) | (86,416 | ) | ||||
Property and equipment, net | $ | 111,330 | $ | 131,480 | ||||
Notes receivable consist of the following (in thousands):
December 31, | ||||||||
2008 | 2007 | |||||||
Vacation interval notes receivable | $ | 603 | $ | 912 | ||||
Allowance for possible credit losses | (225 | ) | (225 | ) | ||||
378 | 687 | |||||||
Less: current portion | (261 | ) | (150 | ) | ||||
Non-current notes receivable | $ | 117 | $ | 537 | ||||
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Notes to Consolidated Financial Statements
Years ending December 31: | ||||
2009 | $ | 300 | ||
2010 | 192 | |||
2011 | 92 | |||
2012 | 19 | |||
2013 | — | |||
Thereafter | — | |||
603 | ||||
Less: allowance | (225 | ) | ||
$ | 378 | |||
December 31, | ||||||||
2008 | 2007 | |||||||
Accrued management fees | $ | 550 | $ | 863 | ||||
Accrued taxes | 730 | 1,072 | ||||||
Accrued insurance | 1,376 | 1,212 | ||||||
Accrued slot program | 4,168 | 4,299 | ||||||
Accrued wages, benefits and other personnel costs | 3,242 | 2,043 | ||||||
Accrued interest | 5,336 | 5,343 | ||||||
Accrued other | 1,682 | 2,773 | ||||||
Total accrued liabilities | $ | 17,084 | $ | 17,605 | ||||
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Notes to Consolidated Financial Statements
December 31, | ||||||||
2008 | 2007 | |||||||
Gaming equipment financing to purchase 478 games, no payments for one year and monthly payments of $251 for 24 months beginning February 2006 | $ | — | $ | 248 | ||||
Gaming equipment financing to purchase 68 games, no payments for one year and monthly payments of $43 for 24 months beginning January 2006 | — | 43 | ||||||
Gaming equipment financing to purchase 70 games, no payments for one year and monthly payments of $39 for 24 months beginning March 2006 | — | 38 | ||||||
Gaming equipment financing to purchase 80 games, monthly payments of $27 for 36 months beginning April 2005 | — | 165 | ||||||
Gaming equipment financing to purchase 64 games, no payments for one year and monthly payments of $26 for 24 months beginning February 2006 | — | 52 | ||||||
Gaming equipment financing to purchase 38 games, monthly payments of $13 for 36 months beginning April 2005 | — | 37 | ||||||
Gaming equipment financing to purchase 55 games, no payments for one year and monthly payments of $16 for 24 months beginning January 2006 | — | 282 | ||||||
Gaming equipment financing, monthly payments of $3 for 36 months beginning January 2005 | — | 1 | ||||||
Gaming equipment financing to purchase 4 games, monthly payments of $1 for 36 months beginning April 2005 | — | 8 | ||||||
Gaming equipment financing to purchase 6 games, no payments for one year and monthly payments of $6 for 24 months beginning February 2007 | 3 | 36 | ||||||
Gaming equipment financing, monthly payments of $1 for 36 months beginning July 2006 | 6 | 18 | ||||||
Gaming equipment financing, no payments for 18 months and monthly payments of $1 for 36 months beginning July 2006 | 3 | 104 | ||||||
Gaming equipment financing, monthly payments of $1 for 36 months and beginning on July 2006 | 3 | 8 | ||||||
Gaming equipment financing, monthly payments of $10 for 28 months beginning October 2008 | 231 | — | ||||||
246 | 1,040 | |||||||
Less: current portion | (121 | ) | (1,025 | ) | ||||
Gaming equipment financing, long-term portion | $ | 125 | $ | 15 | ||||
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Notes to Consolidated Financial Statements
Years ending December 31: | ||||
2009 | $ | 121 | ||
2010 | 114 | |||
2011 | 11 | |||
2012 | — | |||
2013 | — | |||
Thereafter | — | |||
$ | 246 | |||
December 31, | ||||||||
2008 | 2007 | |||||||
Revolving credit facility totaling $15 million with Wells Fargo Foothill, Inc. at a margin above prime or LIBOR, as defined; collateralized by substantially all assets of the Company as defined | $ | 14,836 | $ | 9,500 | ||||
9% senior secured notes, interest payable semiannually, principal due January 15, 2012, callable January 15, 2009 | 125,000 | 125,000 | ||||||
123/4 % senior subordinated notes, non-cash interest will accrue at an annual rate of 123/4 % in the form of increase accreted value until January 15, 2009. Beginning July 15, 2009, interest payable semiannually, principal due January 15, 2013, callable January 15, 2009 | 65,683 | 58,047 | ||||||
205,519 | 192,547 | |||||||
Less: current portion — debt in default | (205,519 | ) | (9,500 | ) | ||||
Total long-term debt | $ | — | $ | 183,047 | ||||
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Notes to Consolidated Financial Statements
1. | The LIBOR Rate Margin has been increased to 5% from 3.50%, and the Base Rate Margin has been increased to 5% from 2%. Therefore, the interest rate premium payable in respect of loans available under the Credit Agreement has been increased accordingly; | ||
2. | The minimum EBITDA covenant has been reduced from $15.0 million to $10.0 million for the September 2008 through December 2008 reporting periods; | ||
3. | The Borrowing Base multiple has been increased from 1.0x to 1.5x from the execution of the Forbearance Agreement until January 15, 2009; | ||
4. | The Company has been allowed to temporarily reduce operations at the Oasis during the Forbearance Period. |
• | On January 15, 2009, the Company entered into a First Amendment to Forbearance, Consent and Third Amendment to Credit Agreement (“First Amendment to Forbearance”). The First Amendment to Forbearance extended the Forbearance Period from January 15, 2009 to February 2, 2009. No other provisions of the Forbearance Agreement were amended, the terms of the Forbearance Agreement remained in full force and effect in accordance with their respective terms. |
• | On February 2, 2009, the Company entered into a Second Amendment to Forbearance, Consent and Third Amendment to Credit Agreement (“Second Amendment to Forbearance”). The Second Amendment to Forbearance extended the Forbearance Period from February 2, 2009 to February 12, 2009. Section 3 of the Forbearance Agreement was also amended to allow the Company to transfer slot machines and video poker machines from the Suspended Location, as defined in the Forbearance Agreement, to one of the Company’s other operating casino locations. No other provisions of the Forbearance Agreement were amended, and the terms of the Forbearance Agreement remained in full force and effect in accordance with their respective terms. |
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Notes to Consolidated Financial Statements
• | On February 12, 2009, the Company entered into the Amended and Restated Forbearance Agreement with respect to the Foothill Facility. Pursuant to the Amended and Restated Forbearance Agreement, during the Forbearance Period (as defined in the Amended and Restated Forbearance Agreement) Wells Fargo Foothill agreed to forbear from enforcing its rights under the Foothill Facility that arise because of certain Designated Events of Default (as defined in the Amended and Restated Forbearance Agreement) including the non-payment of interest on the Senior Secured Notes. Upon the expiration of the Forbearance Period, the forbearance shall terminate and Wells Fargo Foothill shall have the right to exercise any and all rights and remedies under the Foothill Facility, including the acceleration of the Company’s obligations under the Foothill Facility of approximately $14.8 million. The Forbearance Termination Date (as defined in the Amended and Restated Forbearance Agreement) is March 2, 2009, subject to extension to March 9, 2009 or earlier termination as provided in the Amended and Restated Forbearance Agreement. A covenant in the Amended and Restated Forbearance Agreement required the Company to execute a forbearance agreement with the holders of the Senior Secured Notes (“Senior Noteholders”) by February 17, 2009 with respect to the Senior Secured Notes. As no forbearance agreement was executed with the Senior Noteholders within this timeframe, the Company was in breach of the terms of the Amended and Restated Forbearance Agreement, and Wells Fargo Foothill has the right to exercise any and all rights and remedies under the Foothill Facility, including the acceleration of the Company’s obligations under the Foothill Facility of approximately $14.8 million. Wells Fargo Foothill also consented to the continued reduction of operations at the Oasis during the Forbearance Period. | ||
• | On February 25, 2009, the Company entered into a Second Amended and Restated Forbearance Agreement (“Second Amended Forbearance”) with respect to the Foothill Facility. The Second Amended Forbearance amended and restated in its entirety the Amended and Restated Forbearance Agreement. Pursuant to the Second Amended Forbearance, during the Forbearance Period (as defined in the Second Amended Forbearance Agreement) Wells Fargo Foothill agreed to forbear from enforcing its rights under the Foothill Facility that arise because of certain Designated Events of Default (as defined in the Second Amended Forbearance Agreement). Upon the expiration of the Forbearance Period, the forbearance shall terminate and Wells Fargo Foothill shall have the right to exercise any and all rights and remedies under the Foothill Facility, including the acceleration of the Company’s obligations under the Foothill Facility of approximately $14.8 million. The Forbearance Termination Date (as defined in the Second Amended Forbearance Agreement) was March 2, 2009, subject to extension to March 9, 2009 if the Company provided a restructuring term sheet to Wells Fargo Foothill by March 2, 2009. The Company also agreed to provide Wells Fargo Foothill with certain projections by March 6, 2009. Wells Fargo Foothill also consented to the continued reduction of operations at the Oasis during the Forbearance Period and to the ability of the Company to transfer equipment from the Oasis to one of the Company’s other operating casino locations. | ||
• | As of the date of this report the Forbearance Termination Date has passed. The Company has provided a restructuring term sheet and certain projections to Wells Fargo Foothill by the required date. The Company is continuing to evaluate its financial and strategic alternatives in light of the expiration of the Forbearance Period. Accordingly, our obligations under the Foothill Facility are classified as current in the accompanying balance sheet. |
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Notes to Consolidated Financial Statements
• | On January 15, 2009, the Company failed and is continuing to fail to make the $5.625 million semi-annual interest payment then due to the Noteholders. The Company’s 30-day grace period expired on February 15, 2009. The Company is in discussions with an ad hoc committee of holders of Senior Notes (the “Senior Noteholders”) regarding the Company’s financial alternatives. Because the interest payment was not made prior to the expiration of the 30-day grace period, the aggregate principal amount of the Senior Notes, plus the unpaid interest payment and any other amounts due and owing on the Senior Notes could be declared immediately due and payable by the Trustee under the Indenture or by holders of 25% or more of the aggregate principal amount of the Senior Notes. The acceleration of the Company’s obligation under the Senior Notes would constitute an event of default under the Senior Sub Notes. In such event, the aggregate principal amount of the Senior Sub Notes, plus accrued and unpaid interest, if any, and any other amounts due and owing on the Senior Sub Notes could be declared immediately due and payable by the Trustee under the indenture governing the Senior Sub Notes or by holders of 25% or more of the aggregate principal amount of the Senior Sub Notes. Failure to make the interest payment on the Senior Notes also constituted an event of default under the Foothill Facility. Wells Fargo Foothill is currently able to declare the Company’s obligations under the Foothill Facility immediately due and payable. |
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• | On February 19, 2009, the Company entered into a Forbearance Agreement (“Noteholders Forbearance Agreement”) with the Senior Noteholders who have represented that they hold more than 75% of the Company’s Senior Notes. The Noteholders Forbearance Agreement provides that during the Forbearance Period (as defined in the Noteholders Forbearance Agreement) the Senior Noteholders would forbear from exercising rights and remedies that are available under the Indenture governing the Senior Notes and the other Loan Documents (as defined in the Noteholders Forbearance Agreement) relating to certain Specified Defaults (as defined in the Noteholders Forbearance Agreement) including the Company’s failure to make the interest payment on the Senior Notes. The Senior Noteholders also agreed to forbear from taking any action to cause the Trustee under the Indenture to exercise any of the Trustee’s rights or remedies arising out of the Specified Defaults, and, if the Trustee does take any action with respect to any of the Specified Defaults during the Forbearance Period, to the extent provided for in the Loan Documents, the Senior Noteholders would cause the Trustee to forbear from exercising any of its rights or remedies under the Loan Documents. The Forbearance Period commenced on the Effective Date and went through March 9, 2009, provided that (i) the Company provided a restructuring term sheet to the professional advisors of the Senior Noteholders by March 2, 2009 and (ii) the Company provided certain projections to the professional advisors of the Senior Noteholders by March 6, 2009. |
• | As of the date of this report the termination date of the Noteholders Forbearance Agreement has passed. The Company has provided a term sheet and certain projections to the professional advisors of the Senior Noteholders by the required date. The Company is continuing to evaluate its financial and strategic alternatives in light of the termination of the Forbearance Agreement. |
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Notes to Consolidated Financial Statements
Years ending December 31: | ||||
2009 | $ | 173 | ||
2010 | 155 | |||
2011 | — | |||
2012 | — | |||
2013 | — | |||
Thereafter | — | |||
$ | 328 | |||
Years ending December 31: | ||||
2009 | $ | 545 | ||
2010 | 408 | |||
2011 | 408 | |||
2012 | 408 | |||
2013 | 408 | |||
Thereafter | 22,343 | |||
$ | 24,520 | |||
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Notes to Consolidated Financial Statements
Years ending December 31: | ||||
2009 | $ | 205 | ||
2010 | 120 | |||
2011 | 78 | |||
2012 | — | |||
2013 | — | |||
Thereafter | — | |||
$ | 403 | |||
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• | Subsequent Event | ||
During the first quarter of 2009 Westates Theatre made the decision to cease operations at the Virgin River Hotel/Casino/Bingo. The Company and Westates Theater are negotiating a lease termination settlement. The Company does not expect to have rental income from the operations of the theater during 2009. |
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Parent | Issuers | Guarantor | Non-Guarantor | |||||||||||||||||||||||||||||
BG LLC | B&BB | RBG | VRCC | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||||||||
As of December 31, 2008 | ||||||||||||||||||||||||||||||||
BALANCE SHEET: | ||||||||||||||||||||||||||||||||
Current Assets, including intercompany accounts | $ | 4,957 | $ | 24,191 | $ | 28,875 | $ | 4,071 | $ | 13,140 | $ | — | $ | (57,130 | ) | $ | 18,104 | |||||||||||||||
Property and equipment, net | 214 | 7,856 | 40,197 | 33,208 | 29,855 | — | — | 111,330 | ||||||||||||||||||||||||
Goodwill and Other Intangibles | — | 6,140 | 6,049 | — | 1,988 | — | — | 14,177 | ||||||||||||||||||||||||
Other assets excluding intercompany accounts | — | 811 | 26,545 | 91,131 | 1,463 | — | (113,093 | ) | 6,857 | |||||||||||||||||||||||
$ | 5,171 | $ | 38,998 | $ | 101,666 | $ | 128,410 | $ | 46,446 | $ | — | $ | (170,223 | ) | $ | 150,468 | ||||||||||||||||
Current Liabilities, including intercompany accounts | $ | 9,610 | $ | 237,875 | $ | 225,532 | $ | 211,090 | $ | 20,187 | $ | — | $ | (478,840 | ) | $ | 225,454 | |||||||||||||||
Long-term capital lease obligation | — | — | 83 | — | 72 | — | — | 155 | ||||||||||||||||||||||||
Long-term debt, less current portion | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Gaming equipment financing, less current portion | — | 125 | — | — | — | — | — | 125 | ||||||||||||||||||||||||
Minority interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Members’ (Deficit) Equity | (4,439 | ) | (199,002 | ) | (123,949 | ) | (82,680 | ) | 26,187 | — | 308,617 | (75,266 | ) | |||||||||||||||||||
$ | 5,171 | $ | 38,998 | $ | 101,666 | $ | 128,410 | $ | 46,446 | $ | — | $ | (170,223 | ) | $ | 150,468 | ||||||||||||||||
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Parent | Issuers | Guarantor | Non-Guarantor | |||||||||||||||||||||||||||||
BG LLC | B&BB | RBG | VRCC | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||||||||
For the year ending December 31, 2008 | ||||||||||||||||||||||||||||||||
STATEMENT OF OPERATIONS | ||||||||||||||||||||||||||||||||
Net revenues | $ | — | $ | 41,916 | $ | 48,669 | $ | 6,909 | $ | 40,443 | $ | — | $ | (6,300 | ) | $ | 131,637 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Casino | — | 14,897 | 15,206 | — | 12,590 | — | — | 42,693 | ||||||||||||||||||||||||
Food and beverage | — | 6,638 | 7,849 | — | 6,027 | — | — | 20,514 | ||||||||||||||||||||||||
Hotel | — | 2,060 | 2,311 | 10 | 2,687 | — | — | 7,068 | ||||||||||||||||||||||||
Other | — | 1,193 | 4,710 | — | 3,355 | — | — | 9,258 | ||||||||||||||||||||||||
General and administrative | 1,988 | 16,347 | 14,326 | 406 | 14,503 | — | (6,300 | ) | 41,270 | |||||||||||||||||||||||
Depreciation and amortization | 49 | 4,584 | 5,313 | 1,508 | 5,132 | — | — | 16,586 | ||||||||||||||||||||||||
Loss on disposal of assets | — | 55 | 82 | — | 61 | — | — | 198 | ||||||||||||||||||||||||
Impairment of long lived asset | — | 465 | 4,551 | — | 9,799 | — | — | 14,815 | ||||||||||||||||||||||||
Goodwill impairment | — | 1,043 | 5,727 | — | 5,727 | — | — | 12,497 | ||||||||||||||||||||||||
Operating (loss) income | (2,037 | ) | (5,366 | ) | (11,406 | ) | 4,985 | (19,438 | ) | — | — | (33,262 | ) | |||||||||||||||||||
Other (income) expense: | ||||||||||||||||||||||||||||||||
Other income | — | (105 | ) | (105 | ) | — | (105 | ) | — | — | (315 | ) | ||||||||||||||||||||
Interest expense, net | 2 | 2,054 | 19 | 19,541 | 24 | — | — | 21,640 | ||||||||||||||||||||||||
Change in fair value of swaps | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Return on investment with MDW | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Loss before cumulative effect of change in accounting principle and minority interest | (2,039 | ) | (7,315 | ) | (11,320 | ) | (14,556 | ) | (19,357 | ) | — | — | (54,587 | ) | ||||||||||||||||||
Cumulative effect of change in accounting principle | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Loss before minority interest | (2,039 | ) | (7,315 | ) | (11,320 | ) | (14,556 | ) | (19,357 | ) | — | — | (54,587 | ) | ||||||||||||||||||
Minority interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Net loss | $ | (2,039 | ) | $ | (7,315 | ) | $ | (11,320 | ) | $ | (14,556 | ) | $ | (19,357 | ) | $ | — | $ | — | $ | (54,587 | ) | ||||||||||
STATEMENT OF CASH FLOWS | ||||||||||||||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 12 | $ | 4,867 | $ | 1,358 | $ | (5,208 | ) | $ | (888 | ) | $ | — | $ | — | $ | 141 | ||||||||||||||
Net cash (used in) provided by investing activities | (12 | ) | (263 | ) | 45 | (11 | ) | (397 | ) | — | — | (638 | ) | |||||||||||||||||||
Net cash (used in) provided by financing activities | — | (678 | ) | (1,487 | ) | 5,185 | (562 | ) | — | — | 2,458 |
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Parent | Issuers | Guarantor | Non-Guarantor | |||||||||||||||||||||||||||||
BG LLC | B&BB | RBG | VRCC | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||||||||
As of December 31, 2007 | ||||||||||||||||||||||||||||||||
BALANCE SHEET: | ||||||||||||||||||||||||||||||||
Current Assets, including intercompany accounts | $ | 5,257 | $ | 13,668 | $ | 17,820 | $ | 2,713 | $ | 8,800 | $ | — | $ | (29,976 | ) | $ | 18,282 | |||||||||||||||
Property and equipment, net | 420 | 10,562 | 47,912 | 34,694 | 37,892 | — | — | 131,480 | ||||||||||||||||||||||||
Goodwill and Other Intangibles | — | 8,954 | 13,194 | — | 13,680 | — | — | 35,828 | ||||||||||||||||||||||||
Other assets excluding intercompany accounts | — | 818 | 46,213 | 123,091 | 1,699 | — | (163,127 | ) | 8,694 | |||||||||||||||||||||||
$ | 5,677 | $ | 34,002 | $ | 125,139 | $ | 160,498 | $ | 62,071 | $ | — | $ | (193,103 | ) | $ | 194,284 | ||||||||||||||||
Current Liabilities, including intercompany accounts | $ | 8,077 | $ | 29,663 | $ | 12,888 | $ | 14,898 | $ | 16,521 | $ | — | $ | (50,146 | ) | $ | 31,901 | |||||||||||||||
Long-term debt, less current portion | — | 183,047 | 192,547 | 183,047 | — | — | (375,594 | ) | 183,047 | |||||||||||||||||||||||
Gaming equipment financing, less current portion | — | 6 | 3 | — | 6 | — | — | 15 | ||||||||||||||||||||||||
Minority interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Members’ (Deficit) Equity | (2,400 | ) | (178,714 | ) | (80,299 | ) | (37,447 | ) | 45,544 | — | 232,637 | (20,679 | ) | |||||||||||||||||||
$ | 5,677 | $ | 34,002 | $ | 125,139 | $ | 160,498 | $ | 62,071 | $ | — | $ | (193,103 | ) | $ | 194,284 | ||||||||||||||||
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Parent | Issuers | Guarantor | Non-Guarantor | |||||||||||||||||||||||||||||
BG LLC | B&BB | RBG | VRCC | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||||||||
For the year ending December 31, 2007 | ||||||||||||||||||||||||||||||||
STATEMENT OF OPERATIONS | ||||||||||||||||||||||||||||||||
Net revenues | $ | — | $ | 49,596 | $ | 60,598 | $ | 6,819 | $ | 52,470 | $ | — | $ | (6,300 | ) | $ | 163,183 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Casino | — | 17,198 | 20,578 | — | 15,222 | — | — | 52,998 | ||||||||||||||||||||||||
Food and beverage | — | 6,253 | 8,803 | — | 7,149 | — | — | 22,205 | ||||||||||||||||||||||||
Hotel | — | 2,122 | 1,643 | 5 | 2,528 | — | — | 6,298 | ||||||||||||||||||||||||
Other | — | 1,329 | 6,056 | — | 4,248 | — | — | 11,633 | ||||||||||||||||||||||||
General and administrative | 2,377 | 19,172 | 17,624 | 441 | 16,400 | — | (6,300 | ) | 49,714 | |||||||||||||||||||||||
Depreciation and amortization | 23 | 4,695 | 5,419 | 1,535 | 5,151 | — | — | 16,823 | ||||||||||||||||||||||||
Loss on disposal of assets | — | 37 | 39 | — | 34 | — | — | 110 | ||||||||||||||||||||||||
Impairment of long lived asset | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Goodwill impairment | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Operating (loss) income | (2,400 | ) | (1,210 | ) | 436 | 4,838 | 1,738 | — | — | 3,402 | ||||||||||||||||||||||
Other (income) expense: | ||||||||||||||||||||||||||||||||
Other income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Interest expense, net | — | 2,110 | 82 | 18,377 | 63 | — | — | 20,632 | ||||||||||||||||||||||||
Change in fair value of swaps | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Return on investment with MDW | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Loss before cumulative effect of change in accounting principle and minority interest | (2,400 | ) | (3,320 | ) | 354 | (13,539 | ) | 1,675 | — | — | (17,230 | ) | ||||||||||||||||||||
Cumulative effect of change in accounting principle | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Loss before minority interest | (2,400 | ) | (3,320 | ) | 354 | (13,539 | ) | 1,675 | — | — | (17,230 | ) | ||||||||||||||||||||
Minority interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Net loss | $ | (2,400 | ) | $ | (3,320 | ) | $ | 354 | $ | (13,539 | ) | $ | 1,675 | $ | — | $ | — | $ | (17,230 | ) | ||||||||||||
STATEMENT OF CASH FLOWS | ||||||||||||||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 434 | $ | 4,090 | $ | 9,057 | $ | (9,443 | ) | $ | 4,948 | $ | — | $ | — | $ | 9,086 | |||||||||||||||
Net cash used in investing activities | (434 | ) | (3,159 | ) | (7,553 | ) | (43 | ) | (3,187 | ) | — | — | (14,376 | ) | ||||||||||||||||||
Net cash (used in) provided by financing activities | — | (2,132 | ) | (1,739 | ) | 9,500 | (1,954 | ) | — | — | 3,675 |
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Notes to Consolidated Financial Statements
Parent | Issuers | Guarantor | Non-Guarantor | |||||||||||||||||||||||||||||
BG LLC | B&BB | RBG | VRCC | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||||||||
For the year ending December 31, 2006 | ||||||||||||||||||||||||||||||||
STATEMENT OF OPERATIONS | ||||||||||||||||||||||||||||||||
Net revenues | $ | — | $ | 51,885 | $ | 60,662 | $ | 6,889 | $ | 55,094 | $ | — | $ | (6,300 | ) | $ | 168,230 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Casino | — | 14,389 | 18,923 | — | 14,132 | — | — | 47,444 | ||||||||||||||||||||||||
Food and beverage | — | 7,762 | 9,550 | — | 8,399 | — | — | 25,711 | ||||||||||||||||||||||||
Hotel | — | 2,202 | 1,799 | 300 | 2,789 | — | — | 7,090 | ||||||||||||||||||||||||
Other | — | 1,355 | 6,107 | — | 4,890 | — | — | 12,352 | ||||||||||||||||||||||||
General and administrative | — | 19,936 | 17,734 | 393 | 18,246 | — | (6,300 | ) | 50,009 | |||||||||||||||||||||||
Depreciation and amortization | — | 4,880 | 5,412 | 1,509 | 5,473 | — | — | 17,274 | ||||||||||||||||||||||||
Loss on disposal of assets | — | (16 | ) | 69 | — | 182 | — | — | 235 | |||||||||||||||||||||||
Impairment of long lived asset | — | — | — | 1,350 | — | — | — | 1,350 | ||||||||||||||||||||||||
Goodwill impairment | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Operating (loss) income | — | 1,377 | 1,068 | 3,337 | 983 | — | — | 6,765 | ||||||||||||||||||||||||
Other (income) expense: | ||||||||||||||||||||||||||||||||
Other income | — | — | (928 | ) | — | — | — | — | (928 | ) | ||||||||||||||||||||||
Interest expense, net | — | 2,268 | 294 | 17,042 | 204 | — | — | 19,808 | ||||||||||||||||||||||||
Change in fair value of swaps | — | — | (41 | ) | (55 | ) | (99 | ) | — | — | (195 | ) | ||||||||||||||||||||
Loss before cumulative effect of change in accounting principle and minority interest | — | (891 | ) | 1,743 | (13,650 | ) | 878 | — | — | (11,920 | ) | |||||||||||||||||||||
Cumulative effect of change in accounting principle | — | — | 125 | — | 71 | — | — | 196 | ||||||||||||||||||||||||
Loss before minority interest | — | (891 | ) | 1,618 | (13,650 | ) | 807 | — | — | (12,116 | ) | |||||||||||||||||||||
Minority interest | (48 | ) | — | — | — | — | — | — | (48 | ) | ||||||||||||||||||||||
Net loss | $ | (48 | ) | $ | (891 | ) | $ | 1,618 | $ | (13,650 | ) | $ | 807 | $ | — | $ | — | $ | (12,164 | ) | ||||||||||||
STATEMENT OF CASH FLOWS | ||||||||||||||||||||||||||||||||
Net cash provided by operating activities | $ | — | $ | 2,946 | $ | 3,676 | $ | 906 | $ | 5,836 | $ | — | $ | — | $ | 13,364 | ||||||||||||||||
Net cash used in investing activities | — | (2,985 | ) | (2,489 | ) | (350 | ) | (6,180 | ) | — | — | (12,004 | ) | |||||||||||||||||||
Net cash used in financing activities | — | (1,616 | ) | (1,563 | ) | (2,000 | ) | (695 | ) | — | — | (5,874 | ) |
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
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Name | Age | Black Gaming, LLC | ||||
Robert R. Black, Sr. | 56 | Majority Member and Sole Manager | ||||
Sean P. McKay | 31 | Chief Accounting Officer | ||||
Anthony Toti | 49 | Chief Operating Officer | ||||
Martha Rapson | 57 | Vice President of Marketing Operations | ||||
Marleen Szalay | 55 | Vice President of Hotel Operations |
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• | Base salary and | ||
• | Annual bonus |
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All Other | ||||||||||||||||||||
Salary | Bonus | Compensation | Total | |||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($) | ($) | |||||||||||||||
Robert S. Black, Sr. | 2008 | 556,500 | — | 551,150 | (1), (2) | 1,107,650 | ||||||||||||||
Chief Executive Officer | 2007 | 556,500 | — | 872,500 | (1), (3) | 1,429,000 | ||||||||||||||
2006 | 525,385 | — | 1,078,639 | (4) | 1,604,024 | |||||||||||||||
Sean P. McKay | 2008 | 178,000 | 45,000 | — | 223,000 | |||||||||||||||
Chief Accounting Officer | 2007 | 117,866 | 54,733 | — | (5) | 172,598 | ||||||||||||||
2006 | 107,112 | 20,000 | — | 127,112 | ||||||||||||||||
Anthony Toti | 2008 | 249,995 | 50,000 | — | (6) | 299,995 | ||||||||||||||
Chief Operating Officer | 2007 | 48,076 | — | — | (7) | 48,076 | ||||||||||||||
Martha Rapson | 2008 | 114,000 | — | — | 114,000 | |||||||||||||||
Vice President of Marketing Operations | 2007 | 107,120 | 23,544 | — | 130,664 | |||||||||||||||
2006 | 105,885 | — | — | 105,885 | ||||||||||||||||
Marleen Szalay | 2008 | 123,000 | — | — | 123,000 | |||||||||||||||
Vice President of Hotel Operations | 2007 | 113,580 | 25,456 | — | 139,036 | |||||||||||||||
2006 | 113,415 | — | — | 113,415 |
(1) | Management fees are paid at the direction of Mr. Black and are accrued quarterly. Pursuant to the terms of the indentures governing the notes and the agreement governing our Foothill Facility, so long as no default has occurred and is continuing, we may pay Mr. Black management fees up to 5% of our consolidated EBITDA (as that term is defined in the indentures governing the notes and the agreement governing our Foothill Facility) for the immediately preceding fiscal year. Mr. Black has advised us that it is his present intention to charge us and collect management fees in the maximum amount permitted under the indentures and our Foothill Facility. In addition to management fees, commencing January 1, 2005, we have paid Mr. Black a salary at an annualized rate of $556,500. Although Mr. Black has sole authority to set his own salary, he has advised us that his salary will not exceed industry standards. |
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(2) | Representing $541,150 in management fees, accrued but not paid, related to fiscal year 2008, $0 in dividends and distributions accrued to Mr. Black by us and $10,000 in perquisites provided to Mr. Black and his wife in the form of compensatory use of hotel rooms, the Company limousine, golf and spa services, meals and Company tickets for events. | |
(3) | Representing $862,500 in management fees related to fiscal year 2007, $0 in dividends and distributions paid to Mr. Black by us and $10,000 in perquisites provided to Mr. Black and his wife in the form of compensatory use of hotel rooms, the Company limousine, golf and spa services, meals and Company tickets for events. | |
(4) | Representing $1,068,639 in management fees related to fiscal year 2006, $0 in dividends and distributions paid to Mr. Black by us and $10,000 in perquisites provided to Mr. Black and his wife in the form of compensatory use of hotel rooms, the Company limousine, golf and spa services, meals and Company tickets for sporting events. | |
(5) | Mr. McKay assumed the position of Chief Accounting Officer in January 2008. Mr. McKay served as the Company’s Corporate Controller in 2007 and 2006. | |
(6) | Mr. Toti assumed the position of Chief Operating Office in December 2008. Mr. Toti served as the Company’s Vice President of Gaming Operations in 2008 and 2007. | |
(7) | Mr. Toti began his tenure with Black Gaming in November 2007. |
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March 31, 2009 | MANAGEMENT BOARD | |
Robert R. Black, Sr. |
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Title of Class | Name and Address of Beneficial Owner(1) | Membership Interest | Percent of Class | |||||||||
Membership Interest | Robert R. Black, Sr. (2) | 99.03 | % | 99.03 | % | |||||||
Membership Interest | Sean P. McKay | 0 | 0 | % | ||||||||
Membership Interest | Anthony Toti | 0 | 0 | % | ||||||||
Membership Interest | Martha Rapson | 0 | 0 | % | ||||||||
Membership Interest | Marleen Szalay | 0 | 0 | % | ||||||||
Membership Interest | All executive officers and directors as a group(5 persons) | 99.03 | % | 99.03 | % |
(1) | The address for each individual listed is Black Gaming, LLC, 10777 West Twain Ave., Las Vegas, Nevada 89135. | |
(2) | Owned by Robert R. Black, Sr. as trustee of the Robert R. Black Sr. Gaming Properties Trust u/a/d May 24, 2004. |
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2008 | 2007 | |||||||
Audit fees(1) | $ | 280,000 | $ | 344,000 | ||||
Audit-related fees(2) | 20,000 | 20,000 | ||||||
Tax fees | — | — | ||||||
All other fees | — | — | ||||||
Total fees | $ | 300,000 | $ | 364,000 | ||||
(1) | Represents the aggregate fees Ernst & Young LLP billed us for each of the last two fiscal years for professional services for the audits of our annual financial statements and review of financial statements included in our reports on Form 10-Q or services that are normally provided by Ernst & Young LLP in connection with those filings. In the year ended December 31, 2008 we were billed $60,000 for audit fees related to our quarterly reports and $220,000 related to our annual report. In the year ended December 31, 2007, we were billed $54,000 quarterly for audit fees related to our quarterly reports, and $290,000 related to our annual report. | |
(2) | Represents the aggregate fees Ernst & Young LLP billed us for each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit. |
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(a) | List the following documents filed as part of the report: |
(1) | All financial statements. |
(2) | Financial Statement Schedules. |
(3) | Exhibit Index. |
(b) | Exhibits. |
(c) | Financial Statement Schedules. |
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(In thousands)
Balance at | Provision for | Write-offs, | Balance at | |||||||||||||
Beginning of | Doubtful | net of | End of | |||||||||||||
Description | Period | Accounts | Recoveries | Period | ||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||
Year Ended December 31, 2008 | $ | 741 | $ | 371 | $ | (349 | ) | $ | 763 | |||||||
Year Ended December 31, 2007 | $ | 719 | $ | 126 | $ | (104 | ) | $ | 741 | |||||||
Year Ended December 31, 2006 | $ | 725 | $ | 435 | $ | (441 | ) | $ | 719 |
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Black Gaming, LLC (Registrant) | ||||
By: | /s/ Robert R. Black, Sr. | |||
Date: March 31, 2009 | Robert R. Black, Sr. | |||
Its: Manager |
Signature | Title | Date | ||
/s/ Robert R. Black, Sr. | Manager (Principal Executive Officer) | March 31, 2009 | ||
/s/ Sean P. McKay | Chief Accounting Officer (Principal Financial and Accounting Officer) | March 31, 2009 |
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Virgin River Casino Corporation (Registrant) | ||||
By: | /s/ Robert R. Black, Sr. | |||
Date: March 31, 2009 | Robert R. Black, Sr. | |||
Its: Chairman of the Board, Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ Robert R. Black, Sr. | Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) | March 31, 2009 | ||
/s/ Sean P. McKay | Chief Accounting Officer (Principal Financial and Accounting Officer) | March 31, 2009 |
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RBG, LLC (Registrant) | ||||
By: | /s/ Robert R. Black, Sr. | |||
Date: March 31, 2009 | Robert R. Black, Sr. | |||
Its: Manager |
Signature | Title | Date | ||
/s/ Robert R. Black, Sr. | Manager (Principal Executive Officer) | March 31, 2009 | ||
/s/ Sean P. McKay | Chief Accounting Officer (Principal Financial and Accounting Officer) | March 31, 2009 |
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B & B B, Inc. (Registrant) | ||||
By: | /s/ Robert R. Black, Sr. | |||
Date: March 31, 2009 | Robert R. Black, Sr. | |||
Its: Chairman of the Board, Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ Robert R. Black, Sr. | Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) | March 31, 2009 | ||
/s/ Sean P. McKay | Chief Accounting Officer (Principal Financial and Accounting Officer) | March 31, 2009 |
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Index No. | Description | |||
3.1 | Articles of Organization of Black Gaming, LLC filed August 4, 2006, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007. | |||
3.2 | Amendment to Articles of Organization of Black Gaming, LLC filed December 15, 2006, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007. | |||
3.3 | Articles of Incorporation of Virgin River Casino Corporation filed July 1, 1988, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.4 | Articles of Organization of RBG, LLC filed February 18, 1997, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.5 | Articles of Incorporation of B & B B, Inc. filed December 7, 1989, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.6 | Articles of Organization of CasaBlanca Resorts, LLC filed February 6, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.7 | Articles of Organization of Oasis Interval Ownership, LLC filed May 31, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.8 | Articles of Organization of Oasis Interval Management, LLC filed May 31, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.9 | Articles of Incorporation of Oasis Recreational Properties, Inc. filed May 23, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.10 | Articles of Incorporation of R. Black, Inc. filed February 19, 1997, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007. | |||
3.11 | Operating Agreement of Black Gaming, LLC adopted December 31, 2006, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007. | |||
3.12 | Amendment to Operating Agreement of Black Gaming, LLC adopted January 13, 2009. | |||
3.13 | By-laws of Virgin River Casino Corporation adopted July 14, 1988, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.14 | Amendment to By-laws of Virgin River Casino Corporation adopted January 13, 2009. | |||
3.15 | Operating Agreement of RBG, LLC adopted March 17, 1997, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.16 | Amendment to Operating Agreement of RBG, LLC adopted January 13, 2009. |
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Index No. | Description | |||
3.17 | By-laws of B & B B, Inc. adopted December 8, 1989, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.18 | Operating Agreement of CasaBlanca Resorts, LLC adopted May 31, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.19 | Amendment to Operating Agreement of Casablanca Resorts, LLC adopted January 13, 2009. | |||
3.20 | Operating Agreement of Oasis Interval Ownership, LLC adopted June 13, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.21 | Operating Agreement of Oasis Interval Management, LLC adopted June 6, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.22 | By-laws of Oasis Recreational Properties, Inc. adopted June 13, 2001, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
3.23 | By-laws of R. Black, Inc. adopted February 19, 1997, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007. | |||
4.1 | Agreement for Purchase and Sale or Redemption of Equity Interests dated November 22, 2004 by and among James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, Jorco, Inc., Marcus A. Hall, James Ritchie and Barry R. Moore, Robert R. Black, Sr., Virgin River Casino Corporation and B & B B, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.2 | Agreement for Purchase and Sale or Redemption of Equity Interests dated December 9, 2004 by and among Scott M. Nielson, Robert R. Black, Sr. and B & B B, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.3 | Indenture dated as of December 20, 2004 between Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., certain guarantors and The Bank of New York Trust Company, N.A. relating to Series A and Series B 9% Senior Secured Notes due 2012, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.4 | Indenture dated as of December 20, 2004 between Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., certain guarantors and The Bank of New York Trust Company, N.A. relating to Series A and Series B 123/4% Senior Subordinated Discount Notes due 2012, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.5 | Form of 123/4% Series B Senior Subordinated Discount Notes due 2012 (included as part of Indenture at Exhibit A), incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. |
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Index No. | Description | |||
4.6 | Registration Rights Agreement dated as of December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and Jefferies & Company, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.7 | Purchase Agreement dated as of December 10, 2004 by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, certain pledgors and Jefferies & Company, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.8 | Senior Secured Notes Security Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and The Bank of New York Trust Company, N.A., as collateral agent, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.9 | Parent Pledge Agreement dated December 20, 2004 by R. Black, Inc. and The Robert R. Black, Sr. Gaming Properties Trust in favor of The Bank of New York Trust Company, N.A., as collateral agent, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.10 | Trademark Security Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.11 | Credit Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.12 | Security Agreement dated December 20, 2004 B & B B, Inc., CasaBlanca Resorts, LLC, Oasis Interval Management, LLC, Oasis Interval Ownership, LLC, Oasis Recreational Properties, Inc., RBG, LLC and Virgin River Casino Corporation and Wells Fargo Foothill, Inc., as agent, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.13 | Parent Pledge Agreement dated December 20, 2004 by and among Robert R. Black, Sr., The Robert R. Black, Sr. Gaming Properties Trust, R. Black, Inc. in favor of Wells Fargo Foothill Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.14 | Trademark Security Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.15 | Bailee Agreement dated December 20, 2004 by and among Wells Fargo Foothill, Inc., The Bank of New York Trust Company, N.A., Nevada Title Company, Robert R. Black, Sr., R. Black, Inc. and Virgin River Casino Corporation, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. |
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Index No. | Description | |||
4.16 | Intercompany Subordination Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.17 | Intercreditor and Lien Subordination Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc., Wells Fargo Foothill, Inc. and The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.18 | Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents (Nevada) dated as of December 20, 2004 and made by Virgin River Casino Corporation, RBG, LLC, CasaBlanca Resorts, LLC and Oasis Interval Ownership, LLC to Nevada Title Company, as trustee, for the benefit of The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.19 | Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents (Arizona) dated as of December 20, 2004 and made by Oasis Recreational Properties, Inc. to Transnation Title Insurance Company, as trustee, for the benefit of The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.20 | Leasehold and Fee Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement (Nevada) dated as of December 20, 2004 and made by and from RBG, LLC, Virgin River Casino Corporation, CasaBlanca Resorts, LLC, B & B B, Inc., and Oasis Interval Ownership, LLC to Nevada Title Company, as trustee, for the benefit of Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.21 | Leasehold and Fee Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Arizona) dated as of December 20, 2004 and made by and from Oasis Recreational Properties, Inc. to Transnation Title Insurance Company, as trustee, for the benefit of Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.22 | Assignment of Entitlements, Contracts, Rents and Revenues (Nevada) dated December 16, 2004 by and between Virgin River Casino Corporation, RBG, LLC, CasaBlanca Resorts, LLC, Oasis Interval Ownership, LLC, B & B B, Inc. and The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.23 | Assignment of Entitlements, Contracts, Rents and Revenues (Arizona) dated December 17, 2004 by and between Oasis Recreational Properties, Inc. and The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. |
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Index No. | Description | |||
4.24 | Assignment of Entitlements, Contracts, Rents and Revenues (Nevada) dated December 20, 2004 and made by and between Virgin River Casino Corporation, RBG, LLC, CasaBlanca Resorts, LLC, B & B B, Inc. and Oasis Interval Ownership, LLC and Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.25 | Assignment of Entitlements, Contracts, Rents and Revenues (Arizona) dated December 20, 2004 and made by and between Oasis Recreational Properties, Inc. and Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.26 | Collateral Assignment of Notes and Deeds of Trust dated December 16, 2004 by and between Oasis Interval Ownership, LLC and The Bank of New York Trust Company, N.A., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.27 | Collateral Assignment of Notes and Deeds of Trust dated December 20, 2004 by and between Oasis Recreational Properties, Inc. and Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.28 | Estoppel Certificate Consent and Agreement dated December 20, 2004 by River View Limited Liability Company and RBG, LLC, for the benefit of The Bank of New York, as collateral agent, and Wells Fargo Foothill, Inc., as arranger and administrative agent, incorporated by reference to registrant’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005. | |||
4.29 | Convertible Senior Secured Note Purchase Agreement dated December 20, 2004 by and between R. Black, Inc., Robert R. Black Sr., Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 and Michael Gaughan, incorporated by reference to registrant’s Pre-Effective Amendment No. 1 to Form S-4, as filed with the Securities and Exchange Commission on May 2, 2005. | |||
4.30 | Convertible Note Pledge Agreement dated December 20, 2004 by and between Robert R. Black Sr., Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 and Michael Gaughan, incorporated by reference to registrant’s Pre-Effective Amendment No. 1 to Form S-4, as filed with the Securities and Exchange Commission on May 2, 2005. | |||
4.31 | Convertible Promissory Note dated December 20, 2004 made by R. Black, Inc. in favor of Michael J. Gaughan, incorporated by reference to registrant’s Pre-Effective Amendment No. 1 to Form S-4, as filed with the Securities and Exchange Commission on May 2, 2005. | |||
10.1 | Lease Buy-Out and Condominium Conversion Management Agreement dated January 24, 2005 by and between MDW Mesquite, LLC, RBG, LLC and Robert R. Black, Sr., incorporated by reference to registrant’s Pre-Effective Amendment No. 1 to Form S-4, as filed with the Securities and Exchange Commission on May 2, 2005. | |||
10.2 | Black Gaming Long-term Incentive Plan, effective as of October 1, 2006, incorporated by reference to registrant’s Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.* | |||
10.3 | Agreement and Plan of Reorganization dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. |
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10.4 | Guarantee for the Senior Secured Notes dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.5 | Guarantee for the Senior Subordinated Notes dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.6 | First Supplemental Indenture for the Senior Secured Notes dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.7 | First Supplemental Indenture for the Senior Subordinated Notes dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.8 | Joinder to the Registration Rights Agreement dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.9 | Security Agreement Supplement dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.10 | Pledged Interests Addendum dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.11 | Consent by the Bank of New York Trust Company, N.A., dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.12 | Amended and Restated Parent Pledge Agreement dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.13 | General Continuing Guaranty dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.14 | Joinder Agreement and Amendment dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.15 | Consent by Wells Fargo Foothill, Inc., dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. | |||
10.16 | Joinder to Bailee Agreement dated December 31, 2006, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3, 2007. |
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10.17 | First Amendment to Credit Agreement dated October 26, 2007, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2007. | |||
10.18 | Executive Employment Agreement dated May 14, 2007 made by Black Gaming, LLC with Jason Goudie, incorporated by reference to registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 17, 2007.* | |||
10.19 | Separation of Employment Agreement And General Release dated September 28, 2007 made by Black Gaming, LLC with Jonathan Lowenhar, incorporated by reference to registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2007.* | |||
10.20 | Separation of Employment Agreement And General Release dated September 28, 2007 made by Black Gaming, LLC with Scott DeAngelo, incorporated by reference to registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2007.* | |||
10.21 | Executive Employment Agreement dated January 7, 2008 made by Black Gaming, LLC with Sean P. McKay, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2008. * | |||
10.22 | Second Amendment to Credit Agreement dated June 20, 2008, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on June 24, 2008. | |||
10.23 | Letter Agreement dated September 17, 2008, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc., incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on September 22, 2008. | |||
10.24 | Executive Employment Agreement dated January 8, 2009 made by Black Gaming, LLC with Robert R. Black, Sr., incorporated by reference to registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2009.* | |||
10.25 | Executive Employment Agreement dated January 8, 2009 made by Black Gaming, LLC with Anthony Toti, incorporated by reference to registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2009.* | |||
10.26 | Forbearance, Consent and Third Amendment to Credit Agreement dated November 3, 2008, by and among Black Gaming, LLC, B & B B, Inc., Virgin River Casino Corporation, RBG, LLC, Casablanca Resorts, LLC, Oasis Interval Management, LLC, Oasis Interval Ownership, LLC, Oasis Recreational Properties, Inc., R. Black, Inc., Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Form 10-Q, as filed with the Securities and Exchange Commission on November 7, 2008. |
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Index No. | Description | |||
10.27 | First Amendment to Forbearance, Consent and Third Amendment to Credit Agreement dated January 15, 2009, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 20, 2009. | |||
10.28 | Second Amendment to Forbearance, Consent and Third Amendment to Credit Agreement dated February 2, 2009, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on February 6, 2009. | |||
10.29 | Amended and Restated Forbearance Agreement dated February 12, 2009, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on February 19, 2009. | |||
10.30 | Forbearance Agreement dated February 19, 2009, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, and Drawbridge Special Opportunities Advisors LLC, BlackRock Financial Management, Inc. High Yield Group, Midland National Life Insurance Company and 1 888 FUND, LTD., and Silver Point Capital Offshore Fund Ltd., incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on February 23, 2009. | |||
10.31 | Second Amended and Restated Forbearance Agreement dated February 25, 2009, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto, incorporated by reference to registrant’s Current Report of Form 8-K, as filed with the Securities and Exchange Commission on March 2, 2009. | |||
21.1 | List of Subsidiaries of the Registrant, incorporated by reference to registrant’s Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007. | |||
31.1 | Certification of Robert R. Black, Sr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification of Sean P. McKay pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32.1 | Certification of Robert R. Black, Sr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
32.2 | Certification of Sean P. McKay pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Management contracts or compensatory arrangements that were previously filed as exhibits pursuant to Item 601(b)(10)(iii) of Regulation S-K |
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