3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2014 |
Summary Of Significant Accounting Policies Policies | ' |
Basis of Presentation, Reorganization, and Principles of Consolidation | ' |
Latitude 30 Group, LLC (“Latitude 30”) is a Florida limited liability company (“LLC”) formed in 2009 as the Company’s first entertainment venue in Jacksonville, Florida. This venue opened in December 2010. Prior to the reorganization in August 2011, described below, Latitude 30 was owned by a group of private investors, the majority investor being Brownstone Group, LLC (“Brownstone”). During 2010, Latitude 36 Group, LLC (“Latitude 36”) was formed as a Florida limited liability company. During 2011, Latitude 39 Group, LLC (“Latitude 39”) and Latitude 40 Group, LLC (“Latitude 40”) were formed as Florida limited liability companies. Latitude 36, Latitude 39 and Latitude 40 were formed to construct and operate family entertainment venues in Nashville, Tennessee, Indianapolis, Indiana and Pittsburgh, Pennsylvania, respectively. These three entities were owned primarily by Brownstone, with a minority group of private investors, many of which who also invested in Latitude 30. |
L360 Florida was established in June 2010 as a Florida corporation to act as a holding company for the ownership interests in Latitude 30, Latitude 36, Latitude 39 and Latitude 40 (collectively, the “Venues”) and all future venues. The majority owner of L360 was Brownstone. On August 11, 2011, L360 Florida executed an effective reorganization of its debt and equity structure to facilitate the expected future growth of the Company. Prior to the reorganization, Latitude 30 was a separate LLC issuing debt and membership units to private investors. The majority of the Latitude 30 notes were issued with membership units in Latitude 30, Latitude 36, Latitude 39 or Latitude 40 attached as additional inducements. At the time of the reorganization, Latitude 39 and Latitude 40 were in development. Latitude 36 was established for a planned future venue but had no development or operational activity. Brownstone had a majority controlling interest in all entities prior to the reorganization. To execute the reorganization, each holder of outstanding debt of Latitude 30 was given the option to exchange their outstanding debt for (1) debt of L360 Florida on similar terms, (2) L360 Florida Series A Preferred Stock with a face value of $1,000, or (3) retain the debt with Latitude 30. All of the outstanding membership units in Latitude 30, Latitude 36, Latitude 39 and Latitude 40 were exchanged at a rate of 235 common shares in L360 Florida for each membership unit. Since these are entities under common control, these transactions were accounted for on a carryover basis using net book value at that time. As a result of the reorganization, L360 Florida owns 100% of the outstanding membership units in each of the subsidiaries as of December 31, 2013. |
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During the years ended December 31, 2013 and 2012, Latitude 30, Latitude 36, Latitude 39, Latitude 40 and L360 Florida were entities under common control but were historically not presented together for financial reporting purposes. As a result of the reorganization, L360 Florida became the reporting entity and U.S. generally accepted accounting principles requires retrospective combination of the entities for all periods presented as if the combination had been in effect since inception of common control. Thus, these 100% owned subsidiaries are accounted for under the consolidation method of accounting since January 1, 2010. Under this method, the subsidiaries’ balance sheets and results of operations are reflected within L360 Florida's consolidated financial statements for the years ended December 31, 2013 and 2012 and the period ending June 30, 2014 or from the inception of these subsidiaries to the respective year end. The financial statements of the Company, L360 Florida and the Company’s “Go and Carry” concrete business are referred to as consolidated financial statements. |
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All significant intercompany accounts and transactions have been eliminated. |
Business Segment | ' |
The Company operates a business segment which is comprised of the operating activities of the Venues. It also has a “Go and Carry” concrete business segment that is included in the consolidated financial statements. The “Go and Carry” concrete business contributed approximately $66,000 and $43,000 in revenue for the six months ended June 30, 2014 and the three months ended June 30, 2014, respectively. |
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The Company conducts business primarily through two reportable segments: L360 and its “Go and Carry” concrete business. The Company’s management relies on internal management reporting processes that provide segment revenue, segment operating income, and segment asset information in order to make financial decisions and allocate resources. |
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| | | 30-Jun-14 | | |
Revenues: | | | | | |
L360 | $ | 1,532,752 | | |
Go and Carry | | | 71,974 | | |
| | $ | 1,604,726 | | |
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Loss from operations: | | | | | |
L360 | | $ | 2,366,314 | | |
Go and Carry | | | 12,230 | | |
| | $ | 2,378,544 | | |
Use of Estimates | ' |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | ' |
The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. |
Accounts Receivables - trade | ' |
Trade receivables include amounts due from credit card sales and from customers on group events held. |
Inventories | ' |
Inventories primarily consist of food, beverages and game redemption items. Inventories are accounted for at lower of cost or market using the average cost method. Spoilage is expensed as incurred. |
Property and Equipment | ' |
Property and equipment is recorded at cost and is depreciated over the assets' estimated useful lives using the straight-line method. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful life of the asset or the term of the related lease. The estimated lives for equipment, furniture and fixtures, and computers range from three to ten years. The estimated life for leasehold improvements is twenty years. The cost of repairs and maintenance are expensed when incurred, while expenditures for major betterments and additions are capitalized. Gains and or losses are recognized on disposals or sales. |
Long-Lived Assets | ' |
The Company reviews long-lived assets and certain identifiable intangibles subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There was no impairment losses recognized in 2013 or 2012. |
Licenses | ' |
Licenses primarily consist of costs associated with liquor licenses. The costs of obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived assets and tested for impairment at least annually. Annual liquor license renewal fees are expensed over the renewal term under taxes and licenses in the consolidated statements of operations. The Company had approximately $____,000 in capitalized liquor licenses as of June 30, 2014 and $________,000 as of June 30, 2013 included in other assets in the accompanying consolidated balance sheets. |
Revenue Recognition | ' |
Revenues from the operation of the facilities are recognized when sales occur. The revenue from electronic gift cards is deferred when purchased by the customer and revenue is recognized when the gift cards are redeemed. This amount was not significant as of and for the periods presented. |
Our “Go and Carry” concrete business recognizes revenue in accordance with ASC 605-10, “Revenue Recognition in Financial Statements”. Revenue will be recognized only when all of the following criteria have been met: |
| • | Persuasive evidence of an arrangement exists; | | | |
| • | Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment; | | | |
| • | The price is fixed and determinable; and | | | |
| • | Collectibility is reasonably assured. | | | |
Presentation of Sales Taxes | ' |
The Company collects sales tax from customers and remits the entire amount to the respective states. The Company's accounting policy is to exclude the tax collected and remitted from revenues and cost of sales. |
Advertising Costs | ' |
Advertising Costs |
Advertising costs are expensed as incurred. Sponsorship costs are capitalized and amortized to expense over the sponsorship periods. Advertising costs as of June 30, 2014 was approximately $63,000. The Company did incur any advertising expenses for its concrete business. |
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Pre-opening Costs | ' |
The Company follows Accounting Standard Codification (ASC) Topic 720-15, "Start-up Costs" (formerly Statement of Position ("SOP") No. 98-5, "Reporting on the Costs of Start-up Activities"), which provides guidance on the financial reporting of start-up costs and organization costs. In accordance with this ASC Topic, costs of pre-opening activities and organization costs are expensed as incurred. |
Comprehensive Income (Loss) | ' |
Comprehensive income (loss) and its components are required to be classified by their nature in the financial statements, and display the accumulated balance of other comprehensive income separately from members’ capital and non-controlling interest in the accompanying balance sheets. There are no other components of comprehensive income (loss) other than the Company’s net loss for the periods presented. |
Operating Leases | ' |
The Company accounts for rent expense for its operating leases on the straight-line basis in accordance with ASC Topic 840, "Leases" (formerly SFAS No. 13, "Accounting for Leases"). The Company leases land and buildings that have terms expiring between 10 and 20 years. The term of the leases do not include unexercised option periods. One premise has renewal clauses of up to 15 years, exercisable at the option of the Company. The Company does not have enough history to include renewal options in its deferred rent calculation. |
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Most lease agreements contain one or more of the following: tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. The Company includes scheduled rent escalation clauses for the purpose of recognizing straight-line rent. Certain of these leases require the payment of contingent rentals based on a percentage of gross revenues, as defined, and certain other rent escalation clauses are based on the Consumer Price Index. |
Variable Interest Entities | ' |
Variable Interest Entities |
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In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance to revise the approach to determine when a variable interest entity (VIE) should be consolidated. The new consolidation model for VIEs considers whether an entity has the power to direct the activities that most significantly impact the VIE’s economic performance and shares in the significant risks and rewards of the entity. The guidance on VIEs requires companies to continually reassess VIEs to determine if consolidation is appropriate and requires additional disclosures. The Company adopted the provisions of this VIE guidance at the beginning of fiscal year 2010. |
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During 2011, Latitude 40 entered into leases with unrelated third parties for use of the land and building to be used in the operation of those venues. The assets being leased by Latitude 39 and Latitude 40 individually represent the majority of the assets held in the respective legal entity created by the landlords as leasing entities. These leasing entities were created prior to December 31, 2003. Additionally, each of the leases contains fixed price purchase options during the first five years of the respective leases. Based on the fixed price purchase options, the approximate values of these assets are $12 million as of June 30, 2014. |
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In accordance with the FASB guidance, the landlords’ legal entities are considered to be VIEs with Latitude 40 as their primary beneficiary. The landlord is a private entity that is not willing to provide the information necessary to consolidate the entity in these financial statements. The Company has no involvement with the landlord other than the lease agreement and has no obligation to the landlord other than the building and land lease related costs provided in the lease agreements. Consequently, the maximum exposure to these leasing entities as of June 30, 2014 consist of future rental payments of approximately $4 million for Latitude 40, which are included in the future minimum lease payments schedule in Note 11. |
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Under ASC 810-10, Consolidation, a scope exception in the VIE model applies only to an entity that both was created before December 31, 2003 and where the primary beneficiary has exercised exhaustive efforts to obtain the information and has been unsuccessful. The Company has concluded that it meets these criteria and accordingly has not consolidated the legal entity that holds the assets which Latitude 39 and Latitude 40 lease. |
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Total payments to the Latitude 39 and Latitude 40 landlords for the period ending June 30, 2014 were approximately $607,000. |
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Concentrations of Credit Risk | ' |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. |
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The Company maintains cash balances at several banks. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC"). Interest bearing accounts are insured up to $250,000 and non-interest bearing accounts have no limitation. From time to time, the Company may have cash in financial institutions in excess of federally insured limits. As of June 30, 2014 and June 30, 2013, the Company did not have cash in excess of FDIC limits. |
Income Taxes | ' |
Income Taxes |
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The Company accounts for income taxes in accordance with ASC 740-10 Income Taxes, which requires the use of the asset and liability method in accounting for income taxes. Under ASC 740-10, deferred tax assets and liabilities are measured based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company analyzes whether it is more likely than not that deferred tax assets will be realizable. Based on this analysis, the Company establishes a valuation allowance for amounts that are not expected to be realized. |
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The Company follows the guidance included in ASC 740-10 regarding uncertainty in income taxes. The guidance establishes a recognition threshold and measurement for income tax positions recognized in an enterprise’s financial statements in accordance with accounting for income taxes. ASC 740-10 also prescribes a two-step evaluation process for tax positions. The first step is recognition and the second step is measurement. For recognition, an enterprise judgmentally determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the more-likely-than-not recognition threshold, it is measured and recognized in the financial statements as the largest amount of tax benefit that is greater than 50% likely of being realized. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of the position is not recognized in the financial statements. |
Fair Value of Financial Instruments | ' |
The Company complies with ASC Topic 820-10 Fair Value Measurement and Disclosures (formerly SFAS No. 157, Fair Value Measurements), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The topic also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. |
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The three-Ievel hierarchy for fair value measurements is defined as follows: |
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| • | Level 1 – inputs to the valuation methodology are quoted prices (adjusted) for identical assets or liabilities in active markets; | | | |
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| • | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; | | | |
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| • | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. | | | |
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The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. |