Condensed Consolidated Guarantor Data | 3 Months Ended |
Mar. 31, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed Consolidated Guarantor Data | ' |
|
On May 9, 2012, we completed the offering and sale of the 2018 Notes. We used the net proceeds from the sale of the 2018 Notes, together with borrowings under the New Credit Facility, to terminate and repay in full all outstanding indebtedness under the existing Old Credit Facility, plus related fees and expense. |
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All of our current and future domestic subsidiaries that guarantee the New Credit Facility also fully and unconditionally guarantee our payment obligations under the 2018 Notes on a senior unsecured basis. All of the guarantees are joint and several, and all of the guarantor subsidiaries are wholly-owned by us. |
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We prepared and are presenting the condensed consolidating financial statements in this footnote in accordance with Rule 3-10 of SEC Regulation S-X, and using the same accounting policies as we did to prepare the financial information located elsewhere in our consolidated financial statements and related footnotes. In 2012, we formed Affinity Gaming Finance Corp. (“AG Finance”), which is a co-issuer of the 2018 Notes. Though we present AG Finance as a co-issuer in the accompanying 2012 condensed consolidated guarantor data, we present our indebtedness as an obligation of Affinity Gaming only. |
Affinity Gaming and Subsidiaries |
Unaudited Condensed Consolidating Balance Sheet |
31-Mar-14 |
(000s) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Affinity Gaming | | AG Finance | | Guarantor | | Non-Guarantor | | Eliminating | | Total |
(Co-Issuer) | (Co-Issuer) | Subsidiaries | Subsidiaries | Entries |
ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 105,167 | | | $ | — | | | $ | 45,145 | | | $ | — | | | $ | — | | | $ | 150,312 | |
|
Restricted cash | 469 | | | — | | | 139 | | | — | | | — | | | 608 | |
|
Accounts receivable, net | 789 | | | — | | | 3,143 | | | — | | | — | | | 3,932 | |
|
Income tax receivable | 361 | | | — | | | — | | | — | | | — | | | 361 | |
|
Prepaid expense | 741 | | | — | | | 8,381 | | | — | | | — | | | 9,122 | |
|
Inventory | — | | | — | | | 2,424 | | | — | | | — | | | 2,424 | |
|
Deferred income tax asset | 220 | | | — | | | 3,892 | | | — | | | — | | | 4,112 | |
|
Total current assets | 107,747 | | | — | | | 63,124 | | | — | | | — | | | 170,871 | |
|
Property and equipment, net | 3,116 | | | — | | | 262,769 | | | — | | | — | | | 265,885 | |
|
Intercompany receivables | — | | | — | | | 42,266 | | | — | | | (42,266 | ) | | — | |
|
Investment in subsidiaries | 527,460 | | | — | | | — | | | — | | | (527,460 | ) | | — | |
|
Other assets, net | 10,483 | | | — | | | 2,043 | | | — | | | — | | | 12,526 | |
|
Intangibles | — | | | — | | | 128,419 | | | — | | | — | | | 128,419 | |
|
Goodwill | — | | | — | | | 68,516 | | | — | | | — | | | 68,516 | |
|
Long-term deferred tax asset | — | | | — | | | — | | | — | | | — | | | — | |
|
Total assets | $ | 648,806 | | | $ | — | | | $ | 567,137 | | | $ | — | | | $ | (569,726 | ) | | $ | 646,217 | |
|
| | | | | | | | | | | |
LIABILITIES AND OWNERS’ EQUITY | | | | | | | | | | | |
Accounts payable | $ | 1,960 | | | $ | — | | | $ | 10,987 | | | $ | — | | | $ | — | | | $ | 12,947 | |
|
Intercompany payables | 42,266 | | | — | | | — | | | — | | | (42,266 | ) | | — | |
|
Accrued interest | 6,968 | | | — | | | — | | | — | | | — | | | 6,968 | |
|
Accrued expense | 1,030 | | | — | | | 21,769 | | | — | | | — | | | 22,799 | |
|
Current maturities of long-term debt | 9,961 | | | — | | | — | | | — | | | — | | | 9,961 | |
|
Other current liabilities | | | — | | | 163 | | | — | | | — | | | 163 | |
|
Total current liabilities | 62,185 | | | — | | | 32,919 | | | — | | | (42,266 | ) | | 52,838 | |
|
Long-term debt, less current portion | 379,428 | | | — | | | 45 | | | — | | | — | | | 379,473 | |
|
Other liabilities | 2,438 | | | — | | | 787 | | | — | | | — | | | 3,225 | |
|
Deferred income tax liability | 142 | | | — | | | 5,926 | | | — | | | — | | | 6,068 | |
|
Total liabilities | 444,193 | | | — | | | 39,677 | | | — | | | (42,266 | ) | | 441,604 | |
|
| | | | | | | | | | | |
Common stock | 20 | | | — | | | — | | | — | | | — | | | 20 | |
|
Other equity | 204,593 | | | — | | | 527,460 | | | — | | | (527,460 | ) | | 204,593 | |
|
Total owners’ equity | 204,613 | | | — | | | 527,460 | | | — | | | (527,460 | ) | | 204,613 | |
|
Total liabilities and owners’ equity | $ | 648,806 | | | $ | — | | | $ | 567,137 | | | $ | — | | | $ | (569,726 | ) | | $ | 646,217 | |
|
|
Affinity Gaming and Subsidiaries |
Condensed Consolidating Balance Sheet |
31-Dec-13 |
(000s) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Affinity Gaming | | AG Finance | | Guarantor | | Non-Guarantor | | Eliminating | | Total |
(Co-Issuer) | (Co-Issuer) | Subsidiaries | Subsidiaries | Entries |
ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 98,296 | | | $ | — | | | $ | 42,561 | | | $ | — | | | $ | — | | | $ | 140,857 | |
|
Restricted cash | 469 | | | — | | | 139 | | | — | | | — | | | 608 | |
|
Accounts receivable, net | 510 | | | — | | | 2,861 | | | — | | | — | | | 3,371 | |
|
Income tax receivable | 420 | | | — | | | — | | | — | | | — | | | 420 | |
|
Prepaid expense | 586 | | | — | | | 9,272 | | | — | | | — | | | 9,858 | |
|
Inventory | — | | | — | | | 2,977 | | | — | | | — | | | 2,977 | |
|
Deferred income tax asset | 267 | | | — | | | 3,373 | | | — | | | — | | | 3,640 | |
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Total current assets | 100,548 | | | — | | | 61,183 | | | — | | | — | | | 161,731 | |
|
Property and equipment, net | 3,395 | | | — | | | 268,334 | | | — | | | — | | | 271,729 | |
|
Intercompany receivables | — | | | — | | | 36,129 | | | — | | | (36,129 | ) | | — | |
|
Investment in subsidiaries | 523,859 | | | — | | | — | | | — | | | (523,859 | ) | | — | |
|
Other assets, net | 10,648 | | | — | | | 2,071 | | | — | | | — | | | 12,719 | |
|
Intangibles | — | | | — | | | 129,044 | | | — | | | — | | | 129,044 | |
|
Goodwill | — | | | — | | | 68,516 | | | — | | | — | | | 68,516 | |
|
Total assets | $ | 638,450 | | | $ | — | | | $ | 565,277 | | | $ | — | | | $ | (559,988 | ) | | $ | 643,739 | |
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| | | | | | | | | | | |
LIABILITIES AND OWNERS’ EQUITY | | | | | | | | | | | |
Accounts payable | $ | 2,097 | | | $ | — | | | $ | 13,728 | | | $ | — | | | $ | — | | | $ | 15,825 | |
|
Intercompany payables | 36,129 | | | — | | | — | | | — | | | (36,129 | ) | | — | |
|
Accrued interest | 2,468 | | | — | | | — | | | — | | | — | | | 2,468 | |
|
Accrued expense | 832 | | | — | | | 21,309 | | | — | | | — | | | 22,141 | |
|
Current maturities of long-term debt | 9,961 | | | — | | | — | | | — | | | — | | | 9,961 | |
|
Other current liabilities | — | | | — | | | 187 | | | — | | | — | | | 187 | |
|
Total current liabilities | 51,487 | | | — | | | 35,224 | | | — | | | (36,129 | ) | | 50,582 | |
|
Long-term debt, less current portion | 379,833 | | | — | | | — | | | — | | | — | | | 379,833 | |
|
Other liabilities | 2,459 | | | — | | | 773 | | | — | | | — | | | 3,232 | |
|
Deferred income tax liability | 152 | | | — | | | 5,421 | | | — | | | — | | | 5,573 | |
|
Total liabilities | 433,931 | | | — | | | 41,418 | | | — | | | (36,129 | ) | | 439,220 | |
|
| | | | | | | | | | | |
Common stock | 20 | | | — | | | — | | | — | | | — | | | 20 | |
|
Other equity | 204,499 | | | — | | | 523,859 | | | — | | | (523,859 | ) | | 204,499 | |
|
Total owners’ equity | 204,519 | | | — | | | 523,859 | | | — | | | (523,859 | ) | | 204,519 | |
|
Total liabilities and owners’ equity | $ | 638,450 | | | $ | — | | | $ | 565,277 | | | $ | — | | | $ | (559,988 | ) | | $ | 643,739 | |
|
|
Affinity Gaming and Subsidiaries |
Unaudited Condensed Consolidating Statement of Operations |
Quarter ended March 31, 2014 |
(000s) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Affinity Gaming | | AG Finance | | Guarantor | | Non-Guarantor | | Eliminating | | Total |
(Co-Issuer) | (Co-Issuer) | Subsidiaries | Subsidiaries | Entries |
REVENUE | | | | | | | | | | | |
Casino | $ | — | | | $ | — | | | $ | 75,954 | | | $ | — | | | $ | — | | | $ | 75,954 | |
|
Food and beverage | — | | | — | | | 12,518 | | | — | | | — | | | 12,518 | |
|
Lodging | — | | | — | | | 6,907 | | | — | | | — | | | 6,907 | |
|
Fuel and retail | — | | | — | | | 13,519 | | | — | | | — | | | 13,519 | |
|
Other | — | | | — | | | 3,689 | | | — | | | — | | | 3,689 | |
|
Total revenue | — | | | — | | | 112,587 | | | — | | | — | | | 112,587 | |
|
Promotional allowances | — | | | — | | | (16,017 | ) | | — | | | — | | | (16,017 | ) |
|
Net revenue | — | | | — | | | 96,570 | | | — | | | — | | | 96,570 | |
|
EXPENSE | | | | | | | | | | | |
Casino | — | | | — | | | 31,273 | | | — | | | — | | | 31,273 | |
|
Food and beverage | — | | | — | | | 11,861 | | | — | | | — | | | 11,861 | |
|
Lodging | — | | | — | | | 4,392 | | | — | | | — | | | 4,392 | |
|
Fuel and retail | — | | | — | | | 10,888 | | | — | | | — | | | 10,888 | |
|
Other | — | | | — | | | 2,155 | | | — | | | — | | | 2,155 | |
|
General and administrative | — | | | — | | | 19,129 | | | — | | | — | | | 19,129 | |
|
Depreciation and amortization | 292 | | | — | | | 6,774 | | | — | | | — | | | 7,066 | |
|
Corporate | 2,937 | | | — | | | — | | | — | | | — | | | 2,937 | |
|
Write downs, reserves and recoveries | — | | | — | | | 23 | | | — | | | — | | | 23 | |
|
Total expense | 3,229 | | | — | | | 86,495 | | | — | | | — | | | 89,724 | |
|
Operating income (loss) from continuing operations | (3,229 | ) | | — | | | 10,075 | | | — | | | — | | | 6,846 | |
|
Other income (expense) | | | | | | | | | | | |
Interest expense, net | (6,777 | ) | | — | | | — | | | — | | | — | | | (6,777 | ) |
|
Intercompany interest income | 6,820 | | | — | | | — | | | — | | | (6,820 | ) | | — | |
|
Intercompany interest expense | — | | | — | | | (6,820 | ) | | — | | | 6,820 | | | — | |
|
Income from equity investments in subsidiaries | 2,217 | | | — | | | — | | | — | | | (2,217 | ) | | — | |
|
Total other income (expense), net | 2,260 | | | — | | | (6,820 | ) | | — | | | (2,217 | ) | | (6,777 | ) |
|
Loss from continuing operations before income tax | (969 | ) | | — | | | 3,255 | | | — | | | (2,217 | ) | | 69 | |
|
Benefit from (provision for) income taxes | 1,016 | | | — | | | (1,038 | ) | | — | | | — | | | (22 | ) |
|
Income (loss) from continuing operations | $ | 47 | | | $ | — | | | $ | 2,217 | | | $ | — | | | $ | (2,217 | ) | | $ | 47 | |
|
Affinity Gaming and Subsidiaries |
Unaudited Condensed Consolidating Statement of Operations |
Quarter ended March 31, 2013 |
(000s) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Affinity Gaming | | AG Finance | | Guarantor | | Non-Guarantor | | Eliminating | | Total |
(Co-Issuer) | Subsidiaries | Subsidiaries | Entries |
REVENUE | | | | | | | | | | | |
Casino | $ | — | | | $ | — | | | $ | 78,088 | | | $ | — | | | $ | — | | | $ | 78,088 | |
|
Food and beverage | — | | | — | | | 11,401 | | | — | | | — | | | 11,401 | |
|
Lodging | — | | | — | | | 6,609 | | | — | | | — | | | 6,609 | |
|
Fuel and retail | — | | | — | | | 15,079 | | | — | | | — | | | 15,079 | |
|
Other | — | | | — | | | 3,249 | | | — | | | — | | | 3,249 | |
|
Total revenue | — | | | — | | | 114,426 | | | — | | | — | | | 114,426 | |
|
Promotional allowances | — | | | — | | | (13,380 | ) | | — | | | — | | | (13,380 | ) |
|
Net revenue | — | | | — | | | 101,046 | | | — | | | — | | | 101,046 | |
|
EXPENSE | | | | | | | | | | | |
Casino | — | | | — | | | 30,403 | | | — | | | — | | | 30,403 | |
|
Food and beverage | — | | | — | | | 11,622 | | | — | | | — | | | 11,622 | |
|
Lodging | — | | | — | | | 4,422 | | | — | | | — | | | 4,422 | |
|
Fuel and retail | — | | | — | | | 13,092 | | | — | | | — | | | 13,092 | |
|
Other | — | | | — | | | 1,933 | | | — | | | — | | | 1,933 | |
|
General and administrative | — | | | — | | | 18,172 | | | — | | | — | | | 18,172 | |
|
Depreciation and amortization | 217 | | | — | | | 6,654 | | | — | | | — | | | 6,871 | |
|
Corporate | 3,590 | | | — | | | — | | | — | | | — | | | 3,590 | |
|
Total expense | 3,807 | | | — | | | 86,298 | | | — | | | — | | | 90,105 | |
|
Operating income (loss) from continuing operations | (3,807 | ) | | — | | | 14,748 | | | — | | | — | | | 10,941 | |
|
Other income (expense) | | | | | | | | | | | |
Interest expense, net | (7,690 | ) | | — | | | — | | | — | | | 161 | | | (7,529 | ) |
|
Intercompany interest income | 7,569 | | | — | | | — | | | — | | | (7,569 | ) | | — | |
|
Intercompany interest expense | — | | | — | | | (7,569 | ) | | — | | | 7,569 | | | — | |
|
Income from equity investments in subsidiaries | 4,588 | | | — | | | — | | | — | | | (4,588 | ) | | — | |
|
Total other income (expense), net | 4,467 | | | — | | | (7,569 | ) | | — | | | (4,427 | ) | | (7,529 | ) |
|
Income from continuing operations before income tax | 660 | | | — | | | 7,179 | | | — | | | (4,427 | ) | | 3,412 | |
|
Benefit from (provision for) income taxes | 1,320 | | | — | | | (2,516 | ) | | — | | | — | | | (1,196 | ) |
|
Income from continuing operations | $ | 1,980 | | | $ | — | | | $ | 4,663 | | | $ | — | | | $ | (4,427 | ) | | $ | 2,216 | |
|
| | | | | | | | | | | |
Discontinued operations | | | | | | | | | | | |
Loss from discontinued operations before tax | — | | | — | | | (369 | ) | | — | | | — | | | (369 | ) |
|
Benefit for income taxes | — | | | — | | | 133 | | | — | | | — | | | 133 | |
|
Loss from discontinued operations | $ | — | | | $ | — | | | $ | (236 | ) | | $ | — | | | $ | — | | | $ | (236 | ) |
|
Net income (loss) | $ | 1,980 | | | $ | — | | | $ | 4,427 | | | $ | — | | | $ | (4,427 | ) | | $ | 1,980 | |
|
|
|
|
Affinity Gaming and Subsidiaries |
Unaudited Condensed Consolidated Statements of Cash Flows |
Quarter Ended March 31, 2014 |
(000s) |
|
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Affinity Gaming | | AG Finance | | Guarantor | | Non-Guarantor | | Total | | | | |
(Co-Issuer) | (Co-Issuer) | Subsidiaries | Subsidiaries | | | | |
Net cash (used in) provided by operating activities | $ | (5,256 | ) | | $ | — | | | $ | 18,816 | | | $ | — | | | $ | 13,560 | | | | | |
| | | |
| | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment | (20 | ) | | — | | | (3,537 | ) | | — | | | (3,557 | ) | | | | |
| | | |
Net cash used in investing activities | $ | (20 | ) | | $ | — | | | $ | (3,537 | ) | | $ | — | | | $ | (3,557 | ) | | | | |
| | | |
| | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Change in intercompany accounts | 12,634 | | | — | | | (12,634 | ) | | — | | | — | | | | | |
| | | |
Payments on long-term debt | (487 | ) | | — | | | (61 | ) | | — | | | (548 | ) | | | | |
| | | |
Net cash provided by (used in) financing activities | $ | 12,147 | | | $ | — | | | $ | (12,695 | ) | | $ | — | | | $ | (548 | ) | | | | |
| | | |
| | | | | | | | | | | | | |
Net increase in cash and cash equivalents | 6,871 | | | — | | | 2,584 | | | — | | | 9,455 | | | | | |
| | | |
| | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Beginning of year | 98,296 | | | — | | | 42,561 | | | — | | | 140,857 | | | | | |
| | | |
End of period | $ | 105,167 | | | $ | — | | | $ | 45,145 | | | $ | — | | | $ | 150,312 | | | | | |
| | | |
| | | | | | | | | | | | | |
|
|
|
|
Affinity Gaming and Subsidiaries |
Unaudited Condensed Consolidated Statements of Cash Flows |
Quarter Ended March 31, 2013 |
(000s) |
|
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Affinity Gaming | | AG Finance | | Guarantor | | Non-Guarantor | | Total | | | | |
(Co-Issuer) | Subsidiaries | Subsidiaries | | | | |
Net cash (used in) provided by operating activities | $ | (5,546 | ) | | $ | — | | | $ | 23,301 | | | $ | — | | | $ | 17,755 | | | | | |
| | | |
| | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Restricted cash | (17,419 | ) | | — | | | — | | | — | | | (17,419 | ) | | | | |
| | | |
Proceeds from sale to Truckee Gaming, LLC | 17,447 | | | — | | | — | | | — | | | 17,447 | | | | | |
| | | |
Proceeds from sale of property and equipment | — | | | — | | | 10 | | | — | | | 10 | | | | | |
| | | |
Purchases of property and equipment | (142 | ) | | — | | | (6,516 | ) | | — | | | (6,658 | ) | | | | |
| | | |
Net cash used in investing activities | $ | (114 | ) | | $ | — | | | $ | (6,506 | ) | | $ | — | | | $ | (6,620 | ) | | | | |
| | | |
| | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Change in intercompany accounts | 12,623 | | | — | | | (12,623 | ) | | — | | | — | | | | | |
| | | |
Payment on long-term debt | (500 | ) | | — | | | — | | | — | | | (500 | ) | | | | |
| | | |
Loan origination fees | (62 | ) | | — | | | — | | | — | | | (62 | ) | | | | |
| | | |
Net cash provided by (used in) financing activities | $ | 12,061 | | | $ | — | | | $ | (12,623 | ) | | $ | — | | | $ | (562 | ) | | | | |
| | | |
| | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | 6,401 | | | — | | | 4,172 | | | — | | | 10,573 | | | | | |
| | | |
| | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Beginning of year | 89,063 | | | — | | | 37,810 | | | — | | | 126,873 | | | | | |
| | | |
End of period | $ | 95,464 | | | $ | — | | | $ | 41,982 | | | $ | — | | | $ | 137,446 | | | | | |
| | | |
| | | | | | | | | | | | | |
Cash flows from discontinued operations: | | | | | | | | | | | | | |
Cash flows from operating activities | — | | | — | | | 36 | | | — | | | $ | 36 | | | | | |
| | | |
Cash flows from investing activities | — | | | — | | | $ | (4,695 | ) | | $ | — | | | (4,695 | ) | | | | |
| | | |
Cash flows from discontinued operations | $ | — | | | $ | — | | | $ | (4,659 | ) | | $ | — | | | $ | (4,659 | ) | | | | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | |