Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 14, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FULL HOUSE RESORTS INC | ||
Entity Central Index Key | 891,482 | ||
Trading Symbol | fll | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 22,864,963 | ||
Entity Public Float | $ 35.1 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Casino | $ 131,584 | $ 111,763 |
Food and beverage | 28,797 | 25,222 |
Hotel | 8,637 | 6,675 |
Other operations | 4,394 | 3,811 |
Gross revenues | 173,412 | 147,471 |
Less promotional allowances | (27,420) | (23,040) |
Net revenues | 145,992 | 124,431 |
Operating expenses | ||
Casino | 68,127 | 57,157 |
Food and beverage | 9,804 | 8,992 |
Hotel | 969 | 1,243 |
Other operations | 1,561 | 1,325 |
Project development and acquisition costs | 1,314 | 891 |
Selling, general and administrative | 49,756 | 41,883 |
Depreciation and amortization | 7,928 | 7,893 |
Loss on disposal of assets, net | 344 | 3 |
Total operating costs and expenses | 139,803 | 119,387 |
Operating income | 6,189 | 5,044 |
Other expense, net | ||
Interest expense, net of amounts capitalized of $0.4 million in 2015 | (9,486) | (6,715) |
Debt modification costs | (624) | 0 |
Adjustment to fair value of stock warrants and other | (543) | 12 |
Non-operating expense | (10,653) | (6,703) |
Income (loss) before income taxes | (4,464) | (1,659) |
Income tax expense (benefit) | 630 | (342) |
Net Income (loss) | $ (5,094) | $ (1,317) |
Basic and diluted loss per share (in dollars per share) | $ (0.26) | $ (0.07) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 19,601,842 | 19,607,937 |
CONSOLIDATED STATEMENTS OF OPE3
CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Capitalized interest | $ 0 | $ 400,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and equivalents | $ 27,038 | $ 14,574 |
Restricted cash | 0 | 569 |
Accounts receivable, net of allowance for doubtful accounts of $53 and $121 | 1,909 | 1,714 |
Inventories | 1,329 | 1,125 |
Prepaid expenses | 2,809 | 2,800 |
Acquisition deposit | 0 | 2,500 |
Total current assets | 33,085 | 23,282 |
Property and equipment, net | 111,465 | 98,982 |
Other long-term assets | ||
Goodwill | 21,286 | 16,480 |
Intangible assets, net | 10,966 | 2,127 |
Deposits | 404 | 541 |
Deferred tax asset | 42 | 55 |
Total other long-term assets | 32,698 | 19,203 |
Total assets | 177,248 | 141,467 |
Current liabilities | ||
Accounts payable | 4,910 | 4,272 |
Accrued payroll and related | 3,126 | 1,773 |
Other accrued expenses | 7,996 | 4,756 |
Current portion of long-term debt | 1,688 | 6,000 |
Current portion of capital lease obligation | 419 | 665 |
Deferred tax liability | 723 | 981 |
Total current liabilities | 18,862 | 18,447 |
Common stock warrant liability | 1,117 | 0 |
Long-term debt, net of current portion | 94,246 | 60,642 |
Capital lease obligation, net of current portion | 5,318 | 5,505 |
Deferred tax liability | 1,226 | 350 |
Total liabilities | 120,769 | 84,944 |
Commitments and contingencies (Notes 8 and 12) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 24,221,558 and 20,325,991shares issued; 22,864,963 and 18,969,396 shares outstanding | 2 | 2 |
Additional paid-in capital | 51,271 | 46,221 |
Treasury stock, 1,356,595 common shares | (1,654) | (1,654) |
Retained earnings | 6,860 | 11,954 |
Total stockholders' equity | 56,479 | 56,523 |
Total liabilities and stockholders' equity | $ 177,248 | $ 141,467 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 53 | $ 121 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 24,221,558 | 20,325,991 |
Common stock, shares outstanding (in shares) | 22,864,963 | 18,969,396 |
Treasury stock, common shares (in shares) | 1,356,595 | 1,356,595 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings |
Beginning balances at Dec. 31, 2014 | $ 57,497 | $ 2 | $ 45,878 | $ (1,654) | $ 13,271 |
Beginning balances (in shares) at Dec. 31, 2014 | 20,233 | 1,357 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 203 | 203 | |||
Issuances of restricted common stock | 140 | 140 | |||
Issuances of restricted common stock (in shares) | 93 | ||||
Net loss | (1,317) | (1,317) | |||
Ending balances at Dec. 31, 2015 | 56,523 | $ 2 | 46,221 | $ (1,654) | 11,954 |
Ending balances (in shares) at Dec. 31, 2015 | 20,326 | 1,357 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuances of common stock, net of issuance costs | 4,641 | 4,641 | |||
Issuances of common stock, net of issuance costs (in shares) | 3,846 | ||||
Share-based compensation | 409 | 409 | |||
Share-based compensation (in shares) | 49 | ||||
Net loss | (5,094) | (5,094) | |||
Ending balances at Dec. 31, 2016 | $ 56,479 | $ 2 | $ 51,271 | $ (1,654) | $ 6,860 |
Ending balances (in shares) at Dec. 31, 2016 | 24,221 | 1,357 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,094) | $ (1,317) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 7,897 | 6,387 |
Amortization of debt costs and warrants | 1,088 | 1,615 |
Amortization of customer loyalty programs, land lease and water rights | 31 | 1,506 |
Change in fair value of stock warrants | 543 | 0 |
Loss on disposals and other write-offs | 567 | 3 |
Tribal advance collection allowance reduction | 0 | (500) |
Share-based compensation | 409 | 343 |
Increases and decreases in operating assets and liabilities: | ||
Accounts receivable, net | (445) | 193 |
Income tax and other receivables | 0 | 3,011 |
Prepaid expenses, inventories and other | (5) | (1,008) |
Deferred tax | 631 | 350 |
Accounts payable and accrued expenses | 2,298 | (3,074) |
Net cash provided by operating activities | 7,920 | 7,509 |
Cash flows from investing activities: | ||
Acquisition of Bronco Billy's, net of cash acquired | (28,369) | 0 |
Purchase of property and equipment, net of construction contracts payable | (3,496) | (11,354) |
Proceeds from sale of fixed assets | 172 | 0 |
Restricted cash | 569 | (569) |
Proceeds from repayment of tribal advance | 250 | 250 |
Refunded acquisition deposit and other, net | 2,364 | (3,129) |
Net cash used in investing activities | (28,510) | (14,802) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 4,641 | 0 |
First Term Loan (repayments) borrowings | (2,688) | 8,869 |
Revolving Loan repayments, net | (2,000) | (1,500) |
Second Term Loan borrowings | 35,000 | 0 |
Repayment of long-term debt on capital lease obligation | (433) | (750) |
Debt costs | (1,466) | (391) |
Net cash provided by financing activities | 33,054 | 6,228 |
Net increase (decrease) in cash and equivalents | 12,464 | (1,065) |
Cash and equivalents, beginning of year | 14,574 | 15,639 |
Cash and equivalents, end of year | 27,038 | 14,574 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest, net of amounts capitalized | 8,187 | 4,846 |
Cash received from income tax refunds, net | 0 | (3,958) |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued capital expenditures | 1,367 | 604 |
Issuance of common stock warrants | $ 574 | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Formed as a Delaware corporation in 1987, Full House Resorts, Inc. owns, leases, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. References in this document to "Full House", the “Company”, “we”, “our,” or “us” refer to Full House Resorts, Inc. and its subsidiaries, except where stated or the context otherwise indicates. We currently own and operate four casino properties and operate Grand Lodge Casino subject to a space lease. The following identifies the properties along with their dates of acquisition and locations: Property Acquisition Date Location Silver Slipper Casino and Hotel 2012 Hancock County, MS (near New Orleans) Bronco Billy's Casino and Hotel 2016 Cripple Creek, CO (near Colorado Springs) Rising Star Casino Resort 2011 Rising Sun, IN (near Cincinnati) Stockman’s Casino 2007 Fallon, NV (one hour east of Reno) Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort) 2011 Incline Village, NV (North Shore of Lake Tahoe) We manage our casinos based on geographic regions within the United States. Accordingly, Stockman’s Casino and Grand Lodge Casino comprise a Northern Nevada business segment, while Silver Slipper Casino and Hotel, Bronco Billy's Casino and Hotel and Rising Star Casino Resort are currently distinct segments. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Accounting. The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Except when otherwise required by accounting principles generally accepted in the United States of America ("GAAP"), we measure all of our assets and liabilities on the historical cost basis of accounting. Use of Estimates. The consolidated financial statements have been prepared in conformity with GAAP. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect our accounting for net assets acquired in acquisition transactions, share-based compensation, and certain financial assets and liabilities such as our common stock warrant liability. Our periodic assessments of long-lived tangible and intangible assets for possible impairment, including for property and equipment, goodwill, and other intangible assets, may also be affected by fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: “Level 1” inputs, such as quoted prices in an active market for identical assets or liabilities; “Level 2” inputs, which are observable inputs for similar assets; or “Level 3” inputs, which are unobservable inputs. Cash Equivalents. Cash equivalents include cash involved in operations and cash in excess of daily requirements that is invested in highly liquid, short-term investments with initial maturities of three months or less when purchased. Restricted cash. At December 31, 2015 the Company was required to maintain $0.6 million in a segregated construction trust account related to the construction of the hotel at Silver Slipper. During June 2016, all of the proceeds were released to the Company. Inventories. Inventories consist primarily of food, beverage and retail items, and are stated at the lower of cost or market value. Costs are determined using the first-in, first-out and the weighted average methods. Accounts Receivable. Accounts receivable consist primarily of casino, hotel and other receivables, are typically non-interest bearing, and are carried, net of an appropriate collection allowance to approximate fair value. Allowances for doubtful accounts are estimated based on specific review of customer accounts including the customers' willingness and ability to pay and nature of any collateral, if any, as well as historical collection experience and current economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received. Property and Equipment. We define a fixed asset as a unit of property that: (a) has an economic useful life that extends beyond 12 months; and (b) was acquired or produced for a cost greater than $2,500 for a single asset, or greater than $5,000 for a group of assets, for a specific capital project. Fixed assets are capitalized and depreciated while normal repairs and maintenance are charged to expense. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in operating expenses, effectively as adjustments to depreciation estimates. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, whichever is appropriate under the circumstances. We determine the estimated useful lives based on our experience with similar assets, estimated usage of the asset, and industry practice. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively. Depreciation and amortization is provided over the following estimated useful lives: Land improvements 15 years Buildings and improvements 3 to 44 years Furniture, fixtures and equipment 2 to 10 years Capitalized Interest. The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest expense is capitalized using the Company's weighted-average borrowing rates of interest, the rate of specific borrowings for the subject, or a combination of the two. Interest capitalization ceases once a project is substantially complete or no longer undergoing activities to prepare it for its intended use. The Company capitalized $0 and $0.4 million of interest during 2016 and 2015, respectively. Goodwill and Indefinite-lived Intangible Assets. Goodwill represents the excess of the purchase price of Bronco Billy's Casino and Hotel, Silver Slipper Casino and Hotel, Rising Star Casino Resort and Stockman’s Casino over the estimated fair value of their net tangible and other intangible assets on the acquisition date, net of subsequent impairment charges. Our other indefinite-lived intangible assets primarily include certain license rights to conduct gaming in certain jurisdictions and trade names. Goodwill and other indefinite-lived intangible assets are not amortized, but are periodically tested for impairment and the appropriateness of remaining estimated useful lives. These tests for impairment are performed annually during the fourth quarter or when a triggering event occurs. Finite-lived Intangible Assets. Our finite-lived intangible assets include customer loyalty programs, land lease acquisition costs and water rights. Finite-lived intangible assets are amortized over the shorter of their contractual or economic lives. We periodically evaluate the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization and the possible need for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Debt Issuance Costs. In April 2015, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The amortization of such costs will continue to be reported as interest expense. Accordingly, the Company has adopted this accounting standard and reclassified the prior-period amounts to conform to the current-period presentation. Debt issuance costs include costs incurred in connection with the issuance of debt and are amortized over the contractual term of the debt to interest expense using the effective interest method. When our existing debt agreements are modified, we amortize such costs to interest expense using the effective interest method over the terms of the modified debt agreement. Revenue Recognition and Promotional Allowances. Casino revenue is the aggregate net difference between gaming wins and losses, with certain liabilities recognized including progressive jackpots, earned customer-loyalty incentives, funds deposited by customers before gaming play occurs and for chips and tokens in the customers’ possession. Key performance indicators related to gaming revenue are slot coin-in and table game drop (volume indicators) and “win” or “hold” percentage. Hotel, food and beverage, entertainment and other operating revenues are recognized as these services are performed. Advance deposits on rooms and advance ticket sales are recorded as deferred revenue until services are provided to the customer without regard to whether they are refundable. Sales and similar revenue-linked taxes collected from customers on behalf of, and submitted to, taxing authorities are also excluded from revenue and recorded as a current liability. Net revenues are recognized net of certain sales incentives and, accordingly, cash incentives for gambling activity such as cash back and free play has been netted against gross revenues. The retail value of hotel accommodations, food and beverage items and entertainment provided to guests without charge is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The estimated costs of providing these promotional allowances are primarily included in casino operating expenses. The amounts in promotional allowances and the estimated cost of such promotional allowances are noted in the tables below: Retail Value of Promotional Allowances (In thousands) Year Ended December 31, 2016 2015 Food and beverage $ 18,872 $ 16,104 Rooms 7,090 5,585 Other incentives 1,458 1,351 $ 27,420 $ 23,040 Costs of Providing Promotional Allowances (In thousands) Year Ended December 31, 2016 2015 Food and beverage $ 17,324 $ 14,040 Rooms 4,426 3,659 Other incentives 975 1,010 $ 22,725 $ 18,709 Advertising Costs. Costs for advertising are expensed as incurred or the first time the advertising takes place and are included in selling, general and administrative expenses. Total advertising costs were $2.5 million and $2.0 million for the years ended December 31, 2016 and 2015, respectively. Derivative Instruments – Interest Rate Cap Agreement. We adopted the accounting guidance for derivative instruments and hedging activities (ASC Topic 815, Derivatives and Hedging), as amended, to account for our interest rate cap agreement. Our interest rate cap agreement is classified as a risk management instrument and management elected not to apply hedge accounting. Customer Loyalty Programs. We have customer loyalty programs at each of our properties – the Silver Slipper Casino Players Club, Bronco Billy’s MVP “Most Valuable Players” Club, Rising Star Rewards Club™, Grand Lodge Players Advantage Club® and Stockman’s Winner’s Club. Under these programs, customers earn points based on their volume of wagering that may be redeemed for various benefits, such as free play, cash back, complimentary dining, or hotel stays, among others, depending on each property’s specific offers. Unredeemed points are forfeited if the customer becomes and remains inactive for a specified period of time. At December 31, 2016 and 2015, our liability for the estimated cost to provide such benefits totaled $1.3 million and $0.9 million , respectively. Such amounts are included in “other accrued expenses" on the Consolidated Balance Sheets. Project Development and Acquisition Costs . Project development and acquisition costs consist of amounts expended on the pursuit of new business opportunities and acquisitions, which are expensed as incurred. During 2016 and 2015, these costs primarily related to costs associated with acquiring Bronco Billy's and for potential projects in Indiana. Share-based Compensation. Share-based compensation costs are measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company's stock on the grant date for other share-based awards. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award) net of estimated forfeitures. Legal Defense Costs. We do not accrue for estimated future legal and related defense costs, if any, to be incurred in connection with outstanding or threatened litigation and other disputed matters. Instead, we record such costs as period costs when the related services are rendered. Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities. We assess our tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Earnings (loss) per share. Earnings (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, including stock options and warrants using the treasury stock method. For the years ended December 31, 2016 and 2015, we recorded a net loss. Accordingly, all potentially dilutive securities, totaling 3,064,518 and 1,563,834 shares, were excluded from the loss per share computation, as their effect would be anti-dilutive. In November 2016 the Company completed a rights offering to existing common stockholders (see Note 13). Because the rights issue was offered to all existing stockholders at an exercise price that was less than the fair value of the stock, the weighted average shares outstanding and basic and diluted earnings per share were adjusted retroactively to reflect the bonus element of the rights offering for all periods presented. As a result, for the year ended December 31, 2015, the Company retroactively adjusted the basic and diluted weighted average number of common shares outstanding from 18,937,812 to 19,607,937 . This had no material effect on the previously reported basic and diluted loss per share. Other reclassifications. Certain minor reclassifications have been made to 2015 amounts to conform to the current-period presentation. Such reclassifications had no effect on the previously reported net loss or retained earnings. Recently Issued Accounting Pronouncements Not Yet Adopted. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 has been amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which the FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively. ASU 2014-09 outlines a new, single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including gaming industry specific guidance. ASU 2014-09 also provides a five-step analysis in determining how and when the revenue is recognized. ASU 2014-09 will require revenue recognition to represent the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. Revenues are defined as inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations. As a result, revenues will be presented net of the retail value of goods and services provided to customers on a complimentary basis.The effective date for the amended ASU 2014-09 is for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not plan to early adopt and is currently evaluating the implementation approach to be used which will assist with the analysis and disclosure of the effect of the adoption of the amended ASU 2014-09 on its consolidated financial statements. Management believes that there are no other recently issued accounting standards not yet effective that are likely to have a material impact on our financial statements. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITION On May 13, 2016, we completed our acquisition of Bronco Billy's Casino and Hotel from Pioneer Group, Inc. for consideration of $31.1 million , inclusive of an adjustment for net working capital. The acquisition included the three licensed operations in Cripple Creek, Colorado known as Bronco Billy's Casino, Buffalo Billy's Casino and Billy's Casino (collectively referred to as "Bronco Billy's"). The results of Bronco Billy's operations have been included in the consolidated financial statements since that date. The acquisition was financed primarily through a $35 million increase in our Second Lien Credit Facility (see Note 7). Bronco Billy’s has approximately 807 slot and video poker machines, 12 table games and a 24 -room hotel. This acquisition diversifies our operations into a new geographical market. During the fourth quarter we completed our valuation analysis. Our fair value estimates utilize significant unobservable inputs and thus represent Level 3 fair value measurements. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Cash and equivalents $ 2,682 Other current assets 258 Property and equipment 16,694 Goodwill 4,806 Gaming licenses 7,000 Trade names 1,800 Total assets 33,240 Current liabilities 2,189 Total liabilities 2,189 Net assets acquired $ 31,051 The $4.8 million of goodwill, which represents the excess of the purchase price over the estimated fair value of the assets acquired, was primarily attributable to expected synergies and the economic benefits arising from other assets acquired that could not be individually identified and separately recognized, including the assembled workforce. All of the goodwill is expected to be deductible for income tax purposes. The Company incurred $0.6 million of project development and acquisition costs related to this business combination during 2016 and $0.4 million during 2015. We also incurred $1.5 million of debt issuance costs, $0.6 million of warrant issuance costs, and $0.6 million of debt modification expenses in conjunction with the refinanced credit facilities. From May 13, 2016 through December 31, 2016, Bronco Billy's revenues were $16.2 million and net income was $2.0 million and were included in our consolidated statements of operations for the year ended December 31, 2016. The following unaudited pro forma consolidated income statement for the Company includes the results of Bronco Billy's as if the acquisition and related financing transactions occurred on January 1, 2015. The pro forma financial information does not necessarily represent the results that might have actually occurred or may occur in the future. The pro forma amounts include the historical operating results of Full House and Bronco Billy's prior to the acquisition, adjusted only for matters directly attributable to the acquisition, which primarily include interest expense related to the amended and restated First and Second Lien Credit Facilities (see Note 7). The pro forma results also reflect adjustments for the impact of depreciation and amortization expense based on the estimated fair value of property and equipment acquired, income tax expense, and the removal of non-recurring expenses directly attributable to the transaction of $1.4 million and $1.0 million during 2016 and 2015, respectively. These non-recurring expenses primarily related to acquisition costs and debt modification costs. The pro forma results do not include any anticipated synergies or other expected benefits from the acquisition. Pro Forma Consolidated Statement of Operations (In thousands, unaudited) For the year ended December 31, December 31, Net revenues $ 154,734 $ 149,150 Net loss (5,818 ) (4,157 ) Basic loss per share (0.30 ) (0.21 ) Diluted loss per share (0.30 ) (0.21 ) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Land and improvements $ 14,548 $ 12,657 Buildings and improvements 102,410 90,636 Furniture and equipment 37,312 31,899 Construction in progress 868 13 155,138 135,205 Less accumulated depreciation and amortization (43,673 ) (36,223 ) $ 111,465 $ 98,982 At December 31, 2016 and 2015 , property and equipment included assets under capitalized leases related to our 104 -room hotel at Rising Star Casino Resort (Note 8) as follows (in thousands): December 31, 2016 2015 Leased land and improvements $ 215 $ 215 Leased buildings and improvements 5,787 5,787 Leased furniture and equipment 1,724 1,724 7,726 7,726 Less accumulated amortization (1,586 ) (1,081 ) $ 6,140 $ 6,645 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES Goodwill: The following tables set forth changes in the carrying value of goodwill by segment (in thousands): December 31, 2016 Gross Carrying Value Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ 14,671 Bronco Billy's Casino and Hotel 4,806 — 4,806 Rising Star Casino Resort 1,647 (1,647 ) — Northern Nevada 5,809 (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 26,933 $ (5,647 ) $ 21,286 December 31, 2015 Gross Carrying Value Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ 14,671 Rising Star Casino Resort 1,647 (1,647 ) — Northern Nevada 5,809 (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 22,127 $ (5,647 ) $ 16,480 There were no impairments to goodwill for the years ended December 31, 2016 and 2015. Intangible Assets: The following tables set forth changes in the carrying value of intangible assets (in thousands): December 31, 2016 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (132 ) — 1,288 Gaming Licenses Indefinite 17,981 — (10,203 ) 7,778 Trade Names Indefinite 1,800 — — 1,800 Trademarks Indefinite 100 — — 100 $ 28,901 $ (7,732 ) $ (10,203 ) $ 10,966 December 31, 2015 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (101 ) — 1,319 Gaming Licenses Indefinite 10,744 — (10,004 ) 740 Trademarks Indefinite 68 — — 68 $ 19,832 $ (7,701 ) $ (10,004 ) $ 2,127 Customer Loyalty Programs. Customer loyalty programs represent the value of repeat business associated with our loyalty programs. The values of $5.9 million for Silver Slipper and $1.7 million for Rising Star's customer loyalty programs, respectively, were determined using a multi-period excess earning method of the income approach, which examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return, which is attributable to the asset being valued, based on cash flows attributable to the customer loyalty program. Land Lease Acquisition Costs and Water Rights. Silver Slipper recognized intangible assets related to its lease agreement with Cure Land Company, LLC (see Note 12). The lease was valued at $1 million and represents the excess fair value of the land over the estimated net present value of the land lease payments, and the water rights value of $0.4 million represented the fair value of the water rights based upon market rates in Hancock County, Mississippi. Gaming Licenses. Gaming licenses represent the value of the license to conduct gaming in certain jurisdictions, which are subject to highly extensive regulatory oversight and, in some cases, a limitation on the number of licenses available for issuance. The values of gaming licenses were primarily estimated using a multi-period excess earning method of the income approach, which examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return, which is attributable to the asset being valued, based on cash flows attributable to the gaming license. Trade Names. Trade names represents the value of the Bronco Billy's casino name which has existed for approximately 25 years and provides brand recognition. The value was estimated using a multi-period excess earning method of the income approach based upon comparable trade name royalty agreements. Current and Future Amortization. Intangible asset amortization expense was $31,000 and $1.5 million for the years ended December 31, 2016 and December 31, 2015, respectively. Total amortization expense for intangible assets is expected to be $31,000 for each of the years ending 2017 through 2021 and $1.3 million thereafter. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Other accrued expenses consisted of the following (in thousands): December 31, 2016 2015 Player club points and progressive jackpots $ 2,901 $ 1,667 Real estate and personal property taxes 1,538 909 Gaming and other taxes 1,667 962 Gaming related accruals 622 410 Accrued rent 443 — Accrued interest 174 195 Other 651 613 $ 7,996 $ 4,756 |
LONG-TERM DEBT AND WARRANT LIAB
LONG-TERM DEBT AND WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND WARRANT LIABILITY | LONG-TERM DEBT AND COMMON STOCK WARRANT LIABILITY Long-Term Debt On May 13, 2016, we entered into an amended and restated First Lien Credit Facility ("First Lien Credit Facility") with Capital One Bank, N.A., ("Capital One"), which includes a First Term Loan of $45 million and Revolving Loan of $2 million , and an amended and restated Second Lien Credit Facility ("Second Lien Credit Facility") with ABC Funding, LLC, which included a term loan facility increase from $20 million to $55 million , of which the additional proceeds of $35 million were used primarily to complete our acquisition of Bronco Billy's. The First and Second Lien Credit Facilities are secured by substantially all of our assets and our wholly-owned subsidiaries guarantee our obligations under the agreements. The Second Lien Credit Facility is subordinate to the lien of the First Lien Credit Facility. Long-term debt, related discounts and issuance costs consists of the following: (In thousands) December 31, 2016 Outstanding Principal Unamortized Discount Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 43,312 $ — $ (561 ) $ 42,751 Revolving Loan — — — — Second Term Loan 55,000 (469 ) (1,348 ) 53,183 Total debt including current maturities 98,312 (469 ) (1,909 ) 95,934 Less current portion (1,688 ) — — (1,688 ) Total long-term debt, net $ 96,624 $ (469 ) $ (1,909 ) $ 94,246 (In thousands) December 31, 2015 Outstanding Principal Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 46,000 $ (777 ) $ 45,223 Revolving Loan 2,000 — 2,000 Second Term Loan 20,000 (581 ) 19,419 Total debt including current maturities 68,000 (1,358 ) 66,642 Less current portion (6,000 ) — (6,000 ) Total long-term debt, net $ 62,000 $ (1,358 ) $ 60,642 First Lien Credit Facility . The First Lien Credit Facility matures in May 2019 and requires monthly interest-only payments and quarterly principal payments of $562,500 through May 2018, with such quarterly principal payments increasing to $843,750 thereafter through maturity. We incurred debt issuance costs of $248,000 , which are being amortized over the remaining term of the loan, and expensed debt modification costs of $330,000 . We made our required quarterly payment of $562,500 due January 1, 2017 on December 30, 2016. The interest rate of the First Lien Credit Facility is initially based on the greater of the elected London Interbank Offered Rate (“LIBOR”) (as defined) or 1.0% , plus a margin rate of 3.75% . The margin rate of 3.75% will increase by 50 basis points beginning in May 2017. There is no prepayment premium or interest rate cap associated with this facility. Second Lien Credit Facility . The Second Lien Credit Facility matures on the earlier of (i) May 13, 2022, or (ii) six months following the maturity date of the First Lien Credit Facility. Given that the First Lien Credit Facility currently matures in May 2019, the current maturity date of the Second Lien Credit Facility is November 2019. Interest is currently payable monthly at a rate of 13.5% (and may vary between 12.5% and 13.5% , depending on the total leverage of the Company), and there are no quarterly principal payment requirements as all principal is due at maturity. The prepayment premium is 3% of the total principal amount until May 13, 2017, 2% until May 13, 2018, 1% until May 13, 2019, and no prepayment premium thereafter. We incurred debt issuance costs of $1,239,000 , which are being amortized over the current remaining term of the loan, and expensed debt modification costs of $294,000 . Covenants . The First and Second Lien Credit Facilities contain customary negative covenants, including, but not limited to, restrictions on our ability to: incur indebtedness; grant liens; pay dividends and make other restricted payments; make investments; dispose of assets; and change the basic underlying nature of our business. We are also required to make capital expenditures of at least 1.425% , and no more than 5.25% , of our prior-year revenues, excluding capital expenditures made from any future sale of equity securities. The First Lien and Second Lien Credit Facilities define Adjusted EBITDA as, for any four fiscal quarter period, (a) net income (loss) for such period, plus (b) to the extent deducted in determining net income (loss) for such period: (i) interest expense, (ii) provisions for income taxes, (iii) depreciation and amortization expenses, (iv) extraordinary losses (including non-cash impairment charges), (v) stock compensation expense, (vi) acquisition costs related to Bronco Billy's in an aggregate amount not to exceed $1 million , (vii) pre-opening expenses related to the hotel at Silver Slipper that opened in 2015, and (viii) non-recurring development expenses for new initiatives in an aggregate amount not to exceed $500,000 for the trailing four consecutive fiscal quarters, minus (c) extraordinary gains, and minus (d) joint venture net income, unless such net income has been actually received by the Company in the form of cash dividends or distributions. Adjusted EBITDA shall include results for Bronco Billy's as if it were owned for the entire measurement period. The First Lien and Second Lien Credit Facilities require that we maintain specified financial covenants, including a total leverage ratio, a first lien leverage ratio, and a fixed-charge coverage ratio, all of which measure Adjusted EBITDA against outstanding debt and fixed charges (as defined in the agreements). These financial covenant ratios currently are as follows: First Lien Credit Facility Applicable Period Maximum Total Leverage Ratio Maximum First Lien Leverage Ratio April 1, 2016 through and including March 30, 2017 5.875x 2.750x March 31, 2017 through and including September 29, 2017 5.875x 2.625x September 30, 2017 through and including March 30, 2018 5.750x 2.500x March 31, 2018 through and including September 29, 2018 5.625x 2.375x September 30, 2018 through and including March 30, 2019 5.375x 2.250x March 31, 2019 and thereafter 5.250x 2.125x Additionally, the Fixed Charge Coverage Ratio as of the last day of any fiscal quarter shall not be less than 1.10 x. Second Lien Credit Facility Applicable Period Maximum Total Leverage Ratio Maximum First Lien Leverage Ratio April 1, 2016 through and including March 30, 2017 6.125x 3.000x March 31, 2017 through and including September 29, 2017 6.125x 2.875x September 30, 2017 through and including March 30, 2018 6.000x 2.750x March 31, 2018 through and including September 29, 2018 5.875x 2.625x September 30, 2018 through and including March 30, 2019 5.625x 2.500x March 31, 2019 through and including September 29, 2019 5.500x 2.375x September 30, 2019 and thereafter 5.250x 2.250x Additionally, the Fixed Charge Coverage Ratio as of the last day of any fiscal quarter shall not be less than 1.0 x. We were in compliance with our covenants as of December 31, 2016; however, there can be no assurances that we will remain in compliance with all covenants in the future. The First and Second Lien Credit Facilities also include customary events of default, including, among other things: non-payment; breach of covenant; breach of representation or warranty; cross-default under certain other indebtedness or guarantees; commencement of insolvency proceedings; inability to pay debts; entry of certain material judgments against us or our subsidiaries; occurrence of certain ERISA events; repurchase of our own stock; and certain changes of control. A breach of a covenant or other events of default could cause the loans to be immediately due and payable, terminate commitments for additional loan funds, or the lenders could exercise any other remedy available under the First and Second Lien Credit Facilities or by law. If a breach of covenants or other event of default were to occur, we would seek modifications to covenants or a temporary waiver or waivers from the First and Second Lien Credit Facilities lenders. No assurance can be given that we would be successful in obtaining such waivers or modifications. We are required to make prepayments under the First Lien Credit Facility, under certain conditions as defined in the agreement, in addition to the scheduled principal installments as defined. With regards to the Second Lien Credit Facility, no mandatory prepayments are required prior to the discharge of the First Lien Credit Facility. Maturities of Long-Term Debt . Maturities of the principal amount of the Company’s long-term debt as of December 31, 2016 are as follows: (In thousands) 2017 $ 1,688 2018 2,812 2019 93,812 $ 98,312 Common Stock Warrant Liability As part of the Second Lien Credit Facility, on May 13, 2016, the Company granted the second lien lenders 1,006,568 warrants representing 5% of the outstanding common equity of the Company, as determined on a fully-diluted basis. The warrants have an exercise price of $1.67 (the average trading price of the Company's common stock during a 60 -day period bracketing the completion of the financing) and expire May 13, 2026. The warrants also provide the second lien lenders with redemption rights, pre-emptive rights under certain circumstances to maintain their 5% ownership interest in the Company, piggyback registration rights and mandatory registration rights after two years . The redemption rights allow the second lien lenders, at their option, to require the Company to repurchase all or a portion of all of the warrants in the event of: (i) the maturity of the Second Lien Credit Facility, (ii) an acceleration pursuant to the Second Lien Credit Facility, (iii) a refinancing, repayment or other transaction decreasing the aggregate principal amount of the Second Lien Facility debt outstanding as of May 13, 2016 by more than 50% , (iv) a liquidity event, as defined, or (v) the Company's insolvency. The repurchase value is the 21 -day average price of the Company's stock at the time of the event, as defined, net of the warrant exercise price. If the redemption rights are exercised, the repurchase amount is payable by the Company in cash or through the issuance of an unsecured note with a four -year term and a minimum interest rate of 13.25% , as further defined. Although unsecured, the note would be guaranteed by the Company's subsidiaries. Alternatively, the second lien lenders may choose to have the Company register and sell the shares related to the warrants through a public stock offering. We measure the fair value of the warrants at each reporting period. The fair value at issuance of the warrants was $0.6 million , which was recorded as a liability due to the redemption feature and a resulting discount to the Second Lien Credit Facility. The discount is amortized to interest expense during the expected term of the Second Lien Credit Facility, which is currently 3.5 years . The Company recognized $0.5 million of expense from May 13, 2016 to December 31, 2016 due to a change in the fair value of the warrants, which was reflected as part of "Other" non-operating expense on the Consolidated Statements of Operations. Due to the variable terms regarding the timing of the settlement of the warrants, the Company utilized a "Monte Carlo" simulation approach, a mathematical technique used to model the probability of different outcomes, to measure the fair value of the warrants at issuance. The simulation included the Company's stock price and the following assumptions: an expected contractual term of 3.85 years , an expected stock price volatility rate of 44.78% , an expected dividend yield of 0% , and an expected risk-free interest rate of 1.1% . The simulation included certain estimates by Company management regarding the estimated timing of the settlement of the warrants. Significant increases or decreases in those management estimates would result in a significantly higher or lower fair value measurement. The Company also utilized the Monte Carlo simulation approach for its valuation at December 31, 2016, which included the following assumptions: an expected contractual term of 3.38 years , an expected stock price volatility rate of 47.68% , an expected dividend yield of 0% , and an expected risk-free interest rate of 1.68% . |
CAPITAL LEASE OBLIGATION
CAPITAL LEASE OBLIGATION | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
CAPITAL LEASE OBLIGATION | CAPITAL LEASE OBLIGATION Rising Star Casino Resort Capital Lease. Our Indiana subsidiary, Gaming Entertainment (Indiana) LLC, leases a 104 -room hotel at Rising Star Casino Resort pursuant to a capital lease agreement with Rising Sun/Ohio County First, Inc., an Indiana non-profit corporation (the “Landlord”). On March 16, 2016, the hotel lease agreement was amended. The amendment extended the initial term of the lease by four years to October 1, 2027 and modified the rent payment schedule. The rental rate has been reduced from $77,537 per month as follows: (i) to $48,537 per month from April 2016 through March 2017, (ii) to $56,537 per month from April 2017 through March 2018; (iii) to $57,537 per month from April 2018 through March 2019; and (iv) to $63,537 per month from April 2019 through March 2020. Beginning April 1, 2020 through the end of the lease, the scheduled monthly payment shall be $54,326 . The amendment also requires the Company to make certain improvements to the Rising Star Casino Resort of at least $1 million by March 31, 2017 which the Company intends to satisfy. If the Company does not make the $1 million of improvements, the lease will revert back to the original payment schedule. The lease payments include an annual interest rate of 3.5% through September 30, 2017 and 4.5% thereafter. At any time during the lease term, we have the exclusive option to purchase the hotel at a price based upon the project’s actual original cost of $7.7 million , reduced by the cumulative principal payments made by the Company during the lease term. At December 31, 2016, such net amount was $5.7 million . Upon expiration of the lease term, if we have not yet exercised our option to purchase the hotel, either (i) the Landlord has the right to sell the hotel to us, or (ii) we have the option to purchase the hotel. In either case, the purchase price is $1 plus closing costs. The lease agreement is not guaranteed by the parent company or any subsidiary other than Gaming Entertainment (Indiana) LLC and has customary provisions in the event of a default. Future minimum lease payments and the present value of such payments based on this amendment related to the capital lease, as of December 31, 2016, are as follows (in thousands): 2017 $ 606 2018 687 2019 744 2020 680 2021 652 Thereafter 3,803 Total minimum lease payments 7,172 Less: amount representing interest (1,435 ) Present value of minimum lease payments $ 5,737 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY In accordance with the terms of our previous First Lien Credit Facility, we had a prepaid interest rate cap agreement with Capital One, effective October 1, 2014, for a notional amount of $14.75 million at a LIBOR cap rate of 1.5% . This agreement expired on June 29, 2016. The Company currently does not have and is not required to maintain a prepaid interest rate cap in accordance with its current First Lien Credit Facility. |
SETTLEMENTS
SETTLEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
SETTLEMENTS | SETTLEMENTS Property Tax Assessments. In September 2015, the Company agreed to settle its real property tax assessment appeal for the tax years 2011 through 2014 with respect to the Rising Star Casino Resort. Under the terms of the settlement agreement, Ohio County paid the Company a tax refund of $1,352,937 , which was received during the fourth quarter of 2015. In exchange, the Company dismissed its appeals pending before the Ohio County Property Tax Assessment Board of Appeals. In addition, the parties have agreed to a final determination of the Company's real property tax assessment for the tax year 2015 and to certain parameters affecting the calculation of the real property assessment for the tax years 2016 and 2017. The refund was recorded during 2015 and included in selling, general and administrative expense on the Consolidated Statements of Operations. Nambe Pueblo. In July 2015, the Company reached a settlement with the Nambe Pueblo tribe related to $662,000 previously advanced by the Company as part of a development agreement and a security and reimbursement agreement from 2005. The advance had been fully reserved since 2011. In consideration for the release of any future claims and other items as defined within the settlement agreement, Nambe Pueblo agreed to pay $500,000 which the Company has received. The Company also incurred a $50,000 collection fee payable upon the receipt of the proceeds. The net expected recovery was recognized as a change in estimate during 2015 and was included in selling, general and administrative expense on the Consolidated Statements of Operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The income tax provision (benefit) attributable to our loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2016 2015 Current: Federal $ — $ (631 ) State — (62 ) — (693 ) Deferred: Federal (1,383 ) 275 State (505 ) (185 ) Increase in valuation allowance 2,518 261 630 351 $ 630 $ (342 ) A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2016 2015 Percent Amount Percent Amount Federal income tax benefit at U.S. statutory rate 34.0 % $ (1,518 ) 34.0 % $ (564 ) State taxes, net of federal benefit 7.5 % (333 ) 7.8 % (129 ) Change in valuation allowance (56.5 )% 2,518 (15.7 )% 261 Permanent differences (2.1 )% 95 (7.3 )% 121 Credits 2.9 % (129 ) 5.5 % (91 ) Other 0.1 % (3 ) (3.7 )% 60 (14.1 )% $ 630 20.6 % $ (342 ) Our deferred tax assets (liabilities) consisted of the following (in thousands): December 31, 2016 2015 Deferred tax assets: Deferred compensation $ 655 $ 230 Depreciation of fixed assets 42 52 Intangible assets and amortization 6,830 7,284 Net operating loss carry-forwards 2,861 1,384 Accrued expenses 1,077 441 Allowance for doubtful accounts 19 47 Credits 220 91 Common stock warrant liability 263 — Charitable contribution carry-forward 90 43 Valuation allowance (9,753 ) (7,236 ) 2,304 2,336 Deferred tax liabilities: Depreciation of fixed assets (631 ) (772 ) Amortization of indefinite-lived intangibles (1,907 ) (1,276 ) Prepaid expenses (1,055 ) (1,085 ) Effect of state taxes on future federal returns (585 ) (391 ) Other (33 ) (88 ) (4,211 ) (3,612 ) $ (1,907 ) $ (1,276 ) As of December 31, 2016, we had a gross federal net operating loss carry-forward ("NOL") of $5.8 million and state tax carry-forwards of $14.2 million , which can be carried forward 20 years and begin to expire after 2035. We also have general business credits of $0.2 million which begin to expire after 2035. Goodwill impairment charges recorded in prior years have resulted in a significant amount of deferred tax assets. In assessing the realizability of the Company's deferred tax assets, we consider whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. We evaluated both positive and negative evidence in determining the need for a valuation allowance. We continue to assess the realizability of deferred tax assets and have concluded that we have not met the "more likely than not" threshold. Accordingly, as of December 31, 2016 and 2015, we continue to provide a valuation allowance against our remaining deferred tax assets after being utilized by deferred tax liabilities for all jurisdictions. The valuation reserve against deferred tax assets has no effect on the actual taxes paid or owed by the Company. As of December 31, 2016 and 2015, we had $1.9 million and $1.3 million , respectively, of deferred tax liabilities relating to goodwill and other indefinite-lived intangibles for which the timing of the reversal is not determinable and, therefore, does not assure the realization of deferred tax assets or reduce the need for a valuation allowance. The Company’s utilization of NOL and the general business tax credit carry-forwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 (IRC), and similar state provisions’ due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Sections 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. While the Company has not completed an IRC Section 382/383 analysis to determine if there are any annual limitations on the utilization of NOLs and tax credit carryforwards, the Company does not believe that there have been greater than 50% ownership change in the last three years that would prohibit the Company from utilizing all of its tax attributes. Management has made an annual analysis of its state and federal tax returns and concluded that the Company has no recordable liability, as of December 31, 2016 or 2015, for unrecognized tax benefits as a result of uncertain tax positions taken. As of December 31, 2016, the Company is subject to U.S. federal income tax examinations for the tax years 2013 through 2016. In addition, the Company is subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which the Company operates. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases In addition to the following significant leases, we have operating leases for certain office and warehouse facilities, office equipment, signage and land. Silver Slipper Casino Land Lease through April 2058 and Options to Purchase. In 2004, our subsidiary, Silver Slipper Casino Venture, LLC, entered into a land lease with Cure Land Company, LLC for approximately 31 acres of marshlands and a seven -acre parcel on which the Silver Slipper Casino and Hotel is situated. The land lease includes base monthly payments of $77,500 plus contingent rents of 3% of gross gaming revenue (as defined) in excess of $3.65 million in any given month. We recognized $1.3 million of rent expense, including $0.3 million of contingent rents, during 2016, and $1.2 million of rent expense, including $0.2 million of contingent rents, during 2015. The land lease also includes an exclusive option to purchase the leased land (“Purchase Option”) after February 26, 2019 through October 1, 2027, for $15.5 million plus a retained interest in Silver Slipper Casino and Hotel’s operations of 3% of net income (as defined), for 10 years from the purchase date. In the event that Full House sells or transfers (i) substantially all of the assets of Silver Slipper Casino Venture, LLC, or (ii) its membership interests in Silver Slipper Casino Venture, LLC in its entirety, the purchase price will increase to $17.1 million plus the retained interest for 10 years mentioned above. In either case, we also have an option to purchase only a four -acre portion of the leased land for $2 million , which may be exercised at any time in conjunction with the development of a hotel and which accordingly reduces the purchase price of the remaining land by $2 million . Bronco Billy's Lease through January 2035 and Option to Purchase. Bronco Billy's leases certain parking lots and buildings, including a portion of the hotel and casino, under a long-term lease. The lease terms include an initial expiration date of January 2017, current rents of $18,500 per month, and six renewal options in three -year increments to 2035. Bronco Billy's exercised its first renewal option through January 2020, which increases the monthly rents to $25,000 for the first two years of the renewal period and $30,000 for the third year. The lease also contains a requirement for Bronco Billy's to pay the property taxes and certain other costs associated with the leased property, a $7.6 million purchase option exercisable at any time during the lease and a right of first refusal. Grand Lodge Casino Lease through August 2023. Our subsidiary, Gaming Entertainment (Nevada), LLC, has a lease with Hyatt Equities, L.L.C. ("Hyatt") to operate the Grand Lodge Casino. The lease is secured by the Company’s interests under the lease and property as defined and is subordinate to the liens in the First and Second Lien Credit Facilities. Hyatt has an option, beginning January 1, 2019, to purchase our leasehold interest and related operating assets of the Grand Lodge Casino subject to assumption of applicable liabilities. The option price is an amount equal to the Grand Lodge Casino’s positive working capital, plus Grand Lodge Casino’s earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the 12 -month period preceding the acquisition (or pro-rated if less than 12 months remain on the lease), plus the fair market value of the Grand Lodge Casino’s personal property. Monthly rent will increase from $ 125,000 to (i) $ 145,833 commencing on January 1, 2017 (or the date which Hyatt's renovations are completed as described below, whichever is later), and (ii) $ 166,667 commencing on January 1, 2018. As a condition of the lease, the Company is required to purchase new gaming devices and equipment or make other capital expenditures at its sole cost and expense of approximately $ 1.5 million and Hyatt is required to renovate the casino at its sole cost and expense of approximately $ 3.5 million , with both parties completing these renovations by June 30, 2017. We recognized $ 1.9 million and $ 1.5 million of rent expense related to this lease during 2016 and 2015, respectively. We also have an agreement with Hyatt to rent a villa for use by our designated casino guests which commenced on June 1, 2016. The villa is a free-standing building and consists of two, two-bedroom suites. The agreement includes monthly payments of $ 41,667 , a six -month termination notification clause which may be exercised by either party, and a maturity date of August 31, 2023, or earlier as set forth therein. Corporate Office Lease. In August 2016, the Company executed a lease for 4,479 square feet of office space in Las Vegas, Nevada, replacing our existing office space lease which matures in May 2018. The lease terms include a maturity date of 7.6 years and approximately $0.2 million of annual rents. The lease also includes a tenant improvement allowance of $0.2 million . We anticipate occupying the new offices during 2017. Rent expense for all operating leases for the years ended December 31, 2016 and December 31, 2015 was $3.6 million and $3.1 million , respectively. The Company was obligated under non-cancellable operating leases to make future minimum lease payments as follows (in thousands): 2017 $ 3,258 2018 3,615 2019 3,590 2020 3,250 2021 3,117 Thereafter 37,703 $ 54,533 Litigation In 2013 and 2014, we expended approximately $1.6 million to repair defects to the parking garage at the Silver Slipper Casino and Hotel. The parking garage was originally built in 2007, and we acquired the property in 2012. We hired outside legal counsel to pursue the reimbursement of such costs from the contractor and architect, who neglected to install certain structural elements required by the building codes. During the third quarter of 2015, the case was dismissed in favor of the defendants, as the statutes of repose had expired. We filed an appeal on November 2, 2015 on the basis that there were elements in the case that would have extended our right to seek reimbursement of the remedial costs. On November 25, 2015, we entered into a settlement and release agreement with the architect, and on January 12, 2016, we filed an appellate brief in the U.S. Court of Appeals for the Fifth Circuit ("Fifth Circuit") with respect to our litigation with the contractor. On August 31, 2016, oral arguments were heard in the Fifth Circuit and on January 6, 2017, the Fifth Circuit reversed the District Court’s grant of summary judgment and remanded the case back to the District Court for trial. On January 20, 2017, the contractor filed a petition for rehearing in the Fifth Circuit, which was denied on February 7, 2017. The Company expects a trial to be set during the third or fourth quarter of 2017. During March 2017, the Company filed a lawsuit against the contractor's insurance company. We are party to a number of pending legal proceedings which occurred in the normal course of business. Management does not expect that the outcome of such proceedings, either individually or in the aggregate, will have a material effect on our financial position, cash flows or results of operations. Employment Agreements The Company has entered into employment agreements with certain of its key employees. The agreements may provide the employee with a base salary, bonus, restricted stock grants, stock options and other customary benefits. Certain agreements also provide for severance in the event the employee resigns with “good reason,” or the employee is terminated without “cause” or due to a “change of control,” as defined in the agreements. The severance amounts vary with the terms of the agreements and may include the acceleration and vesting of certain unvested shares and stock-based awards upon a change of control, along with continuation of insurance costs and certain other benefits. Defined Contribution Pension Plan We sponsor a defined contribution pension plan for all eligible employees providing for voluntary contributions by eligible employees and matching contributions made by us. Matching contributions made by us were $0.3 million for each of 2016 and 2015, excluding nominal administrative expenses assumed. For 2016 and 2015, the Company's employer contribution rate was 50% up to 4% of compensation. Liquidity, Concentrations and Economic Risks and Uncertainties We are economically dependent upon relatively few investments in the gaming industry. Future operations could be affected by adverse economic conditions and increased competition, particularly in those areas and their key feeder markets in neighboring states. The effects and duration of these conditions and related risks and uncertainties on our future operations and cash flows, including our access to capital or credit financing, cannot be estimated at this time, but may be significant. The Company carries cash on deposit with financial institutions that may be in excess of federally-insured limits. The extent of any loss that might be incurred as a result of uninsured deposits in the event of a future failure of a bank or other financial institution, if any, is not subject to estimation at this time. |
STOCKHOLDERS' EQUITY AND RELATE
STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION | STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION On August 15, 2016, the Company announced a $5 million rights offering. A registration statement on Form S-3 relating to these securities was declared effective by the U.S. Securities and Exchange Commission on October 6, 2016. The rights offering commenced on October 7, 2016 and the Company distributed, at no charge, non-transferable subscription rights to the holders of the Company's common stock as of August 25, 2016. The Company closed on its rights offering on November 10, 2016. The Company received a total of $5 million of gross proceeds (or $4.64 million of net proceeds after offering costs) from the rights offering through the issuance of 3,846,154 shares of common stock at a price of $1.30 per share. The net proceeds from the rights offering are intended to be used to partially fund certain capital expenditure growth projects at our existing properties, as well as for general corporate purposes. Of the 3,846,154 shares issued in connection with the rights offering, Daniel R. Lee, Chief Executive Officer, President and a director of the Company, purchased 1,000,000 shares as the standby purchaser in connection with the standby purchase agreement that the Company entered into with Mr. Lee on October 7, 2016. Mr. Lee (i) agreed to hold such shares for a minimum period, (ii) received reimbursement of his legal fees, (iii) received a priority right to purchase the first 1,000,000 shares that remained after shareholders exercised their basic subscription rights, and (iv) received registration rights from the Company with respect to such purchased shares. Mr. Lee received no fee for providing the standby purchase agreement. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2015 Equity Incentive Plan. On March 31, 2015, our board of directors adopted the Full House Resorts, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). Our stockholders approved the 2015 Plan on May 5, 2015, terminating our Amended and Restated 2006 Incentive Compensation Plan (the "2006 Plan"). The 2015 Plan includes shares reserved for issuance of up to 1,400,000 new shares to directors, employees and consultants and allows for a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation. Stock option awards have maximum 10 -year terms and all awards issued thus far vest on an accelerated basis if there is a change in control of the Company, unless the awards are assumed by the successor as defined. In May 2016, the Company issued stock options to purchase 420,000 shares of our common stock to various employees of the Company, all of which have an exercise price of $1.70 per share, a price higher than the Company's closing price on the day of grant. These stock options all vest in equal amounts over three years from the date of grant. As a part of its compensation package for serving on the Company's board of directors, the Company also issued stock options to purchase 74,116 shares of our common stock at an exercise price of $1.70 per share subject to a one -year vesting period, and 49,413 shares of common stock, which vested immediately, to Full House board members. As of December 31, 2016, we had 443,756 share-based awards available for grant from the 2015 Plan. Prior to the adoption of the 2015 Plan and outside of the 2006 Plan, in order to recruit our executive officers, we issued 943,834 non-qualified stock options to Daniel R. Lee, our Chief Executive Officer and President, and 300,000 non-qualified stock options to Lewis Fanger, our Senior Vice President, Chief Financial Officer and Treasurer. Messrs. Lee and Fanger's stock options vested with respect to 25% of the shares on the first anniversary of their respective grant dates, and continue to vest with respect to an additional 1/48th of the shares on each monthly anniversary thereafter. Stock Options. The following table summarizes information related to our common stock options: Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Instrinsic Value Options outstanding at January 1, 2016 1,563,834 $ 1.33 Granted 494,116 $ 1.70 Exercised — — Canceled/Forfeited — — Options outstanding at December 31, 2016 2,057,950 $ 1.42 8.38 $ 2,025,090 Options exercisable at December 31, 2016 741,994 $ 1.31 8.02 $ 808,311 As of December 31, 2016, 741,994 stock options had vested, the remainder were unvested, and none of the unvested options are estimated to be forfeited. As of December 31, 2016, there was approximately $0.6 million of unrecognized compensation cost related to unvested stock options granted by the Company. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.88 years. Compensation Cost. Compensation expense for the periods ended December 31, 2016 and 2015 was $0.4 million and $0.3 million , respectively. These costs are recognized on a straight-line basis over the vesting period of the awards net of estimated forfeitures and are included in selling, general and administrative expense on the Consolidated Statements of Operations. We estimated the fair value of each stock option award on the grant date using the Black-Scholes valuation model. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate. Option valuation weighted-average assumptions were as follows: For the year ended December 31, 2016 2015 Expected volatility 43.87% 51.3% Expected dividend yield —% —% Expected term (in years) 1.85 4.4 Weighted average risk free rate 1.41% 1.34% The weighted-average grant date fair value of options granted during the years ended December 31, 2016 and 2015 was $0.67 and $0.60 per share. Expected volatility is based on the historical volatility of our stock price. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, and accounts payables approximate their estimated fair value because of the short durations of the instruments and inconsequential rates of interest. Management also believes that the carrying value of long-term debt also approximates their estimated fair value because the terms of the facilities are representative of current market conditions. While management believes the fair value of our capitalized lease obligation approximates its fair value because certain terms of the lease were recently renegotiated, management also believes that precise estimates are not practical because of the unique nature of the relationships. The following table presents the fair value of those assets and liabilities measured on a recurring basis as of December 31, 2016 (in thousands). There were no assets or liabilities measured on a recurring basis during 2015. See Note 7 for further information regarding our common stock warrant liability. December 31, 2016 Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 1,117 $ 1,117 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We manage our casinos based on geographic regions within the United States. The casino/resort operations includes four segments: the Silver Slipper Casino and Hotel (Hancock County, Mississippi); Bronco Billy's Casino and Hotel (Cripple Creek, Colorado); the Rising Star Casino Resort (Rising Sun, Indiana); and the Northern Nevada segment, consisting of the Grand Lodge Casino (Incline Village, Nevada) and Stockman’s Casino (Fallon, Nevada). We began including Bronco Billy's Casino and Hotel on May 13, 2016, its acquisition date. The Company's management utilizes Adjusted Property EBITDA as the primary profit measure for its segments. Adjusted Property EBITDA is a non-GAAP measure defined as Adjusted EBITDA before corporate-related costs and expenses that are not allocated to each property. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, pre-opening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset disposals, project development and acquisition costs, and non-cash share-based compensation expense. Adjusted EBITDA and Adjusted Property EBITDA should not be construed as an alternative to operating income and net income for use as indicators of our performance; or as an alternative to cash flows from operating activities for use as a measure of liquidity; or as an alternative to any other measure determined in accordance with GAAP. We have significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in Adjusted EBITDA and/or Adjusted Property EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA and/or Adjusted Property EBITDA information may calculate Adjusted EBITDA or Adjusted Property EBITDA in a different manner. The following tables reflect selected operating information for our reporting segments for the year ended December 31, 2016 and 2015 and include a reconciliation of Adjusted Property EBITDA to operating income (loss) and net income (loss): For the year ended December 31, 2016 (In thousands) Silver Slipper Casino & Hotel Bronco Billy's Casino & Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Revenues, net $ 59,093 $ 16,220 $ 49,472 $ 21,207 $ — $ 145,992 Adjusted Property EBITDA $ 9,994 $ 3,423 $ 2,931 $ 3,941 $ — $ 20,289 Other operating costs and expenses: Depreciation and amortization 3,308 1,215 2,645 746 14 7,928 Loss on asset disposals, net 32 8 9 295 — 344 Corporate expenses — — — — 4,105 4,105 Project development and acquisition costs — — — — 1,314 1,314 Stock compensation — — — — 409 409 Operating income (loss) 6,654 2,200 277 2,900 (5,842 ) 6,189 Non-operating expense (income): Interest expense 18 — 208 — 9,260 9,486 Debt modification costs — — — — 624 624 Adjustment to fair value of warrants and other — — — — 543 543 Non-operating expense 18 — 208 — 10,427 10,653 Income (loss) before income taxes 6,636 2,200 69 2,900 (16,269 ) (4,464 ) Provision for income taxes 402 209 — — 19 630 Net income (loss) $ 6,234 $ 1,991 $ 69 $ 2,900 $ (16,288 ) $ (5,094 ) For the year ended December 31, 2015 (In thousands) Silver Slipper Casino & Hotel Bronco Billy's Casino & Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Revenues, net $ 56,836 $ — $ 47,557 $ 20,038 $ — $ 124,431 Adjusted Property EBITDA $ 9,925 $ — $ 4,005 $ 3,877 $ — $ 17,807 Other operating costs and expenses: Depreciation and amortization 4,383 — 2,714 781 15 7,893 Write-offs, recoveries and asset disposals 3 — — 80 (446 ) (363 ) Pre-opening costs 156 — — — — 156 Corporate expenses — — — — 3,843 3,843 Project development and acquisition costs — — — — 891 891 Stock compensation — — — — 343 343 Operating income (loss) 5,383 — 1,291 3,016 (4,646 ) 5,044 Non-operating expense (income): Interest expense 18 — 179 — 6,518 6,715 Other — — (11 ) — (1 ) (12 ) Non-operating expense 18 — 168 — 6,517 6,703 Income (loss) before income taxes 5,365 — 1,123 3,016 (11,163 ) (1,659 ) Provision (benefit) for income taxes 307 — (343 ) (168 ) (138 ) (342 ) Net income (loss) $ 5,058 $ — $ 1,466 $ 3,184 $ (11,025 ) $ (1,317 ) Selected balance sheet data as of December 31, 2016 and 2015 is as follows: At December 31, 2016 (In thousands) Silver Slipper Casino and Hotel Bronco Billy's Casino and Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Total assets $ 79,975 $ 36,732 $ 36,444 $ 12,722 $ 11,375 $ 177,248 Property and equipment, net 58,856 16,020 29,819 6,202 568 111,465 Goodwill 14,671 4,806 — 1,809 — 21,286 At December 31, 2015 (In thousands) Silver Slipper Casino and Hotel Bronco Billy's Casino and Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Total assets $ 82,621 $ — $ 37,141 $ 12,105 $ 9,600 $ 141,467 Property and equipment, net 61,150 — 31,391 6,098 343 98,982 Goodwill 14,671 — — 1,809 — 16,480 |
BASIS OF PRESENTATION AND SUM24
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Accounting | Principles of Consolidation and Accounting. The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Except when otherwise required by accounting principles generally accepted in the United States of America ("GAAP"), we measure all of our assets and liabilities on the historical cost basis of accounting. |
Use of Estimates | Use of Estimates. The consolidated financial statements have been prepared in conformity with GAAP. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value and the Fair Value Input Hierarchy | Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect our accounting for net assets acquired in acquisition transactions, share-based compensation, and certain financial assets and liabilities such as our common stock warrant liability. Our periodic assessments of long-lived tangible and intangible assets for possible impairment, including for property and equipment, goodwill, and other intangible assets, may also be affected by fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: “Level 1” inputs, such as quoted prices in an active market for identical assets or liabilities; “Level 2” inputs, which are observable inputs for similar assets; or “Level 3” inputs, which are unobservable inputs. |
Cash Equivalents | Cash Equivalents. Cash equivalents include cash involved in operations and cash in excess of daily requirements that is invested in highly liquid, short-term investments with initial maturities of three months or less when purchased. |
Restricted cash | Restricted cash. At December 31, 2015 the Company was required to maintain $0.6 million in a segregated construction trust account related to the construction of the hotel at Silver Slipper. During June 2016, all of the proceeds were released to the Company. |
Inventories | Inventories. Inventories consist primarily of food, beverage and retail items, and are stated at the lower of cost or market value. Costs are determined using the first-in, first-out and the weighted average methods. |
Accounts Receivable | Accounts Receivable. Accounts receivable consist primarily of casino, hotel and other receivables, are typically non-interest bearing, and are carried, net of an appropriate collection allowance to approximate fair value. Allowances for doubtful accounts are estimated based on specific review of customer accounts including the customers' willingness and ability to pay and nature of any collateral, if any, as well as historical collection experience and current economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received. |
Property and Equipment | Property and Equipment. We define a fixed asset as a unit of property that: (a) has an economic useful life that extends beyond 12 months; and (b) was acquired or produced for a cost greater than $2,500 for a single asset, or greater than $5,000 for a group of assets, for a specific capital project. Fixed assets are capitalized and depreciated while normal repairs and maintenance are charged to expense. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in operating expenses, effectively as adjustments to depreciation estimates. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, whichever is appropriate under the circumstances. We determine the estimated useful lives based on our experience with similar assets, estimated usage of the asset, and industry practice. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively. Depreciation and amortization is provided over the following estimated useful lives: Land improvements 15 years Buildings and improvements 3 to 44 years Furniture, fixtures and equipment 2 to 10 years |
Capitalized Interest | Capitalized Interest. The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest expense is capitalized using the Company's weighted-average borrowing rates of interest, the rate of specific borrowings for the subject, or a combination of the two. Interest capitalization ceases once a project is substantially complete or no longer undergoing activities to prepare it for its intended use. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets. Goodwill represents the excess of the purchase price of Bronco Billy's Casino and Hotel, Silver Slipper Casino and Hotel, Rising Star Casino Resort and Stockman’s Casino over the estimated fair value of their net tangible and other intangible assets on the acquisition date, net of subsequent impairment charges. Our other indefinite-lived intangible assets primarily include certain license rights to conduct gaming in certain jurisdictions and trade names. Goodwill and other indefinite-lived intangible assets are not amortized, but are periodically tested for impairment and the appropriateness of remaining estimated useful lives. These tests for impairment are performed annually during the fourth quarter or when a triggering event occurs. |
Finite-lived Intangible Assets | Finite-lived Intangible Assets. Our finite-lived intangible assets include customer loyalty programs, land lease acquisition costs and water rights. Finite-lived intangible assets are amortized over the shorter of their contractual or economic lives. We periodically evaluate the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization and the possible need for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. |
Debt Issuance Costs | Debt Issuance Costs. In April 2015, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The amortization of such costs will continue to be reported as interest expense. Accordingly, the Company has adopted this accounting standard and reclassified the prior-period amounts to conform to the current-period presentation. Debt issuance costs include costs incurred in connection with the issuance of debt and are amortized over the contractual term of the debt to interest expense using the effective interest method. When our existing debt agreements are modified, we amortize such costs to interest expense using the effective interest method over the terms of the modified debt agreement. |
Revenue Recognition and Promotional Allowances | Revenue Recognition and Promotional Allowances. Casino revenue is the aggregate net difference between gaming wins and losses, with certain liabilities recognized including progressive jackpots, earned customer-loyalty incentives, funds deposited by customers before gaming play occurs and for chips and tokens in the customers’ possession. Key performance indicators related to gaming revenue are slot coin-in and table game drop (volume indicators) and “win” or “hold” percentage. Hotel, food and beverage, entertainment and other operating revenues are recognized as these services are performed. Advance deposits on rooms and advance ticket sales are recorded as deferred revenue until services are provided to the customer without regard to whether they are refundable. Sales and similar revenue-linked taxes collected from customers on behalf of, and submitted to, taxing authorities are also excluded from revenue and recorded as a current liability. Net revenues are recognized net of certain sales incentives and, accordingly, cash incentives for gambling activity such as cash back and free play has been netted against gross revenues. The retail value of hotel accommodations, food and beverage items and entertainment provided to guests without charge is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The estimated costs of providing these promotional allowances are primarily included in casino operating expenses. |
Advertising Costs | Advertising Costs. Costs for advertising are expensed as incurred or the first time the advertising takes place and are included in selling, general and administrative expenses. |
Derivative Instruments - Interest Rate Cap Agreement | Derivative Instruments – Interest Rate Cap Agreement. We adopted the accounting guidance for derivative instruments and hedging activities (ASC Topic 815, Derivatives and Hedging), as amended, to account for our interest rate cap agreement. Our interest rate cap agreement is classified as a risk management instrument and management elected not to apply hedge accounting. |
Customer Loyalty Programs | Customer Loyalty Programs. We have customer loyalty programs at each of our properties – the Silver Slipper Casino Players Club, Bronco Billy’s MVP “Most Valuable Players” Club, Rising Star Rewards Club™, Grand Lodge Players Advantage Club® and Stockman’s Winner’s Club. Under these programs, customers earn points based on their volume of wagering that may be redeemed for various benefits, such as free play, cash back, complimentary dining, or hotel stays, among others, depending on each property’s specific offers. Unredeemed points are forfeited if the customer becomes and remains inactive for a specified period of time. |
Project Development and Acquisition Costs | Project Development and Acquisition Costs . Project development and acquisition costs consist of amounts expended on the pursuit of new business opportunities and acquisitions, which are expensed as incurred. |
Share-based Compensation | Share-based Compensation. Share-based compensation costs are measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company's stock on the grant date for other share-based awards. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award) net of estimated forfeitures. |
Legal Defense Costs | Legal Defense Costs. We do not accrue for estimated future legal and related defense costs, if any, to be incurred in connection with outstanding or threatened litigation and other disputed matters. Instead, we record such costs as period costs when the related services are rendered. |
Income Taxes | Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities. We assess our tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Earnings (loss) per share | Earnings (loss) per share. Earnings (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, including stock options and warrants using the treasury stock method. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 has been amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which the FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively. ASU 2014-09 outlines a new, single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including gaming industry specific guidance. ASU 2014-09 also provides a five-step analysis in determining how and when the revenue is recognized. ASU 2014-09 will require revenue recognition to represent the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. Revenues are defined as inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations. As a result, revenues will be presented net of the retail value of goods and services provided to customers on a complimentary basis.The effective date for the amended ASU 2014-09 is for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not plan to early adopt and is currently evaluating the implementation approach to be used which will assist with the analysis and disclosure of the effect of the adoption of the amended ASU 2014-09 on its consolidated financial statements. Management believes that there are no other recently issued accounting standards not yet effective that are likely to have a material impact on our financial statements. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Properties | The following identifies the properties along with their dates of acquisition and locations: Property Acquisition Date Location Silver Slipper Casino and Hotel 2012 Hancock County, MS (near New Orleans) Bronco Billy's Casino and Hotel 2016 Cripple Creek, CO (near Colorado Springs) Rising Star Casino Resort 2011 Rising Sun, IN (near Cincinnati) Stockman’s Casino 2007 Fallon, NV (one hour east of Reno) Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort) 2011 Incline Village, NV (North Shore of Lake Tahoe) |
BASIS OF PRESENTATION AND SUM26
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Depreciation and amortization is provided over the following estimated useful lives: Land improvements 15 years Buildings and improvements 3 to 44 years Furniture, fixtures and equipment 2 to 10 years |
Schedule of retail value and estimated cost of providing room, food and beverage and other incentives | The amounts in promotional allowances and the estimated cost of such promotional allowances are noted in the tables below: Retail Value of Promotional Allowances (In thousands) Year Ended December 31, 2016 2015 Food and beverage $ 18,872 $ 16,104 Rooms 7,090 5,585 Other incentives 1,458 1,351 $ 27,420 $ 23,040 Costs of Providing Promotional Allowances (In thousands) Year Ended December 31, 2016 2015 Food and beverage $ 17,324 $ 14,040 Rooms 4,426 3,659 Other incentives 975 1,010 $ 22,725 $ 18,709 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Cash and equivalents $ 2,682 Other current assets 258 Property and equipment 16,694 Goodwill 4,806 Gaming licenses 7,000 Trade names 1,800 Total assets 33,240 Current liabilities 2,189 Total liabilities 2,189 Net assets acquired $ 31,051 |
Business Acquisition, Pro Forma Information | The pro forma results do not include any anticipated synergies or other expected benefits from the acquisition. Pro Forma Consolidated Statement of Operations (In thousands, unaudited) For the year ended December 31, December 31, Net revenues $ 154,734 $ 149,150 Net loss (5,818 ) (4,157 ) Basic loss per share (0.30 ) (0.21 ) Diluted loss per share (0.30 ) (0.21 ) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Land and improvements $ 14,548 $ 12,657 Buildings and improvements 102,410 90,636 Furniture and equipment 37,312 31,899 Construction in progress 868 13 155,138 135,205 Less accumulated depreciation and amortization (43,673 ) (36,223 ) $ 111,465 $ 98,982 |
Schedule of leased property and equipment | At December 31, 2016 and 2015 , property and equipment included assets under capitalized leases related to our 104 -room hotel at Rising Star Casino Resort (Note 8) as follows (in thousands): December 31, 2016 2015 Leased land and improvements $ 215 $ 215 Leased buildings and improvements 5,787 5,787 Leased furniture and equipment 1,724 1,724 7,726 7,726 Less accumulated amortization (1,586 ) (1,081 ) $ 6,140 $ 6,645 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following tables set forth changes in the carrying value of goodwill by segment (in thousands): December 31, 2016 Gross Carrying Value Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ 14,671 Bronco Billy's Casino and Hotel 4,806 — 4,806 Rising Star Casino Resort 1,647 (1,647 ) — Northern Nevada 5,809 (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 26,933 $ (5,647 ) $ 21,286 December 31, 2015 Gross Carrying Value Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ 14,671 Rising Star Casino Resort 1,647 (1,647 ) — Northern Nevada 5,809 (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 22,127 $ (5,647 ) $ 16,480 |
Schedule of other intangible assets, net | The following tables set forth changes in the carrying value of intangible assets (in thousands): December 31, 2016 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (132 ) — 1,288 Gaming Licenses Indefinite 17,981 — (10,203 ) 7,778 Trade Names Indefinite 1,800 — — 1,800 Trademarks Indefinite 100 — — 100 $ 28,901 $ (7,732 ) $ (10,203 ) $ 10,966 December 31, 2015 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (101 ) — 1,319 Gaming Licenses Indefinite 10,744 — (10,004 ) 740 Trademarks Indefinite 68 — — 68 $ 19,832 $ (7,701 ) $ (10,004 ) $ 2,127 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of other accrued expenses | Other accrued expenses consisted of the following (in thousands): December 31, 2016 2015 Player club points and progressive jackpots $ 2,901 $ 1,667 Real estate and personal property taxes 1,538 909 Gaming and other taxes 1,667 962 Gaming related accruals 622 410 Accrued rent 443 — Accrued interest 174 195 Other 651 613 $ 7,996 $ 4,756 |
LONG-TERM DEBT AND WARRANT LI31
LONG-TERM DEBT AND WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, net of current portion | Long-term debt, related discounts and issuance costs consists of the following: (In thousands) December 31, 2016 Outstanding Principal Unamortized Discount Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 43,312 $ — $ (561 ) $ 42,751 Revolving Loan — — — — Second Term Loan 55,000 (469 ) (1,348 ) 53,183 Total debt including current maturities 98,312 (469 ) (1,909 ) 95,934 Less current portion (1,688 ) — — (1,688 ) Total long-term debt, net $ 96,624 $ (469 ) $ (1,909 ) $ 94,246 (In thousands) December 31, 2015 Outstanding Principal Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 46,000 $ (777 ) $ 45,223 Revolving Loan 2,000 — 2,000 Second Term Loan 20,000 (581 ) 19,419 Total debt including current maturities 68,000 (1,358 ) 66,642 Less current portion (6,000 ) — (6,000 ) Total long-term debt, net $ 62,000 $ (1,358 ) $ 60,642 |
Schedule of first and second lien leverage ratio and fixed charge coverage ratio | These financial covenant ratios currently are as follows: First Lien Credit Facility Applicable Period Maximum Total Leverage Ratio Maximum First Lien Leverage Ratio April 1, 2016 through and including March 30, 2017 5.875x 2.750x March 31, 2017 through and including September 29, 2017 5.875x 2.625x September 30, 2017 through and including March 30, 2018 5.750x 2.500x March 31, 2018 through and including September 29, 2018 5.625x 2.375x September 30, 2018 through and including March 30, 2019 5.375x 2.250x March 31, 2019 and thereafter 5.250x 2.125x Additionally, the Fixed Charge Coverage Ratio as of the last day of any fiscal quarter shall not be less than 1.10 x. Second Lien Credit Facility Applicable Period Maximum Total Leverage Ratio Maximum First Lien Leverage Ratio April 1, 2016 through and including March 30, 2017 6.125x 3.000x March 31, 2017 through and including September 29, 2017 6.125x 2.875x September 30, 2017 through and including March 30, 2018 6.000x 2.750x March 31, 2018 through and including September 29, 2018 5.875x 2.625x September 30, 2018 through and including March 30, 2019 5.625x 2.500x March 31, 2019 through and including September 29, 2019 5.500x 2.375x September 30, 2019 and thereafter 5.250x 2.250x |
Schedule of maturities of long-term debt | Maturities of the principal amount of the Company’s long-term debt as of December 31, 2016 are as follows: (In thousands) 2017 $ 1,688 2018 2,812 2019 93,812 $ 98,312 |
CAPITAL LEASE OBLIGATION (Table
CAPITAL LEASE OBLIGATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Schedule of future minimum lease payments and the present value of such payments related to the capital lease | Future minimum lease payments and the present value of such payments based on this amendment related to the capital lease, as of December 31, 2016, are as follows (in thousands): 2017 $ 606 2018 687 2019 744 2020 680 2021 652 Thereafter 3,803 Total minimum lease payments 7,172 Less: amount representing interest (1,435 ) Present value of minimum lease payments $ 5,737 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax provision | The income tax provision (benefit) attributable to our loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2016 2015 Current: Federal $ — $ (631 ) State — (62 ) — (693 ) Deferred: Federal (1,383 ) 275 State (505 ) (185 ) Increase in valuation allowance 2,518 261 630 351 $ 630 $ (342 ) |
Schedule of effective income tax rate reconciliation | A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2016 2015 Percent Amount Percent Amount Federal income tax benefit at U.S. statutory rate 34.0 % $ (1,518 ) 34.0 % $ (564 ) State taxes, net of federal benefit 7.5 % (333 ) 7.8 % (129 ) Change in valuation allowance (56.5 )% 2,518 (15.7 )% 261 Permanent differences (2.1 )% 95 (7.3 )% 121 Credits 2.9 % (129 ) 5.5 % (91 ) Other 0.1 % (3 ) (3.7 )% 60 (14.1 )% $ 630 20.6 % $ (342 ) |
Schedule of deferred tax assets and liabilities | Our deferred tax assets (liabilities) consisted of the following (in thousands): December 31, 2016 2015 Deferred tax assets: Deferred compensation $ 655 $ 230 Depreciation of fixed assets 42 52 Intangible assets and amortization 6,830 7,284 Net operating loss carry-forwards 2,861 1,384 Accrued expenses 1,077 441 Allowance for doubtful accounts 19 47 Credits 220 91 Common stock warrant liability 263 — Charitable contribution carry-forward 90 43 Valuation allowance (9,753 ) (7,236 ) 2,304 2,336 Deferred tax liabilities: Depreciation of fixed assets (631 ) (772 ) Amortization of indefinite-lived intangibles (1,907 ) (1,276 ) Prepaid expenses (1,055 ) (1,085 ) Effect of state taxes on future federal returns (585 ) (391 ) Other (33 ) (88 ) (4,211 ) (3,612 ) $ (1,907 ) $ (1,276 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | The Company was obligated under non-cancellable operating leases to make future minimum lease payments as follows (in thousands): 2017 $ 3,258 2018 3,615 2019 3,590 2020 3,250 2021 3,117 Thereafter 37,703 $ 54,533 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of unvested common stock options | The following table summarizes information related to our common stock options: Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Instrinsic Value Options outstanding at January 1, 2016 1,563,834 $ 1.33 Granted 494,116 $ 1.70 Exercised — — Canceled/Forfeited — — Options outstanding at December 31, 2016 2,057,950 $ 1.42 8.38 $ 2,025,090 Options exercisable at December 31, 2016 741,994 $ 1.31 8.02 $ 808,311 |
Schedule of option valuation assumptions | Option valuation weighted-average assumptions were as follows: For the year ended December 31, 2016 2015 Expected volatility 43.87% 51.3% Expected dividend yield —% —% Expected term (in years) 1.85 4.4 Weighted average risk free rate 1.41% 1.34% |
FAIR VALUE OF FINANCIAL INSTR36
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the fair value of those assets and liabilities measured on a recurring basis as of December 31, 2016 (in thousands). There were no assets or liabilities measured on a recurring basis during 2015. See Note 7 for further information regarding our common stock warrant liability. December 31, 2016 Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 1,117 $ 1,117 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of selected statement of operations and balance sheet data | The following tables reflect selected operating information for our reporting segments for the year ended December 31, 2016 and 2015 and include a reconciliation of Adjusted Property EBITDA to operating income (loss) and net income (loss): For the year ended December 31, 2016 (In thousands) Silver Slipper Casino & Hotel Bronco Billy's Casino & Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Revenues, net $ 59,093 $ 16,220 $ 49,472 $ 21,207 $ — $ 145,992 Adjusted Property EBITDA $ 9,994 $ 3,423 $ 2,931 $ 3,941 $ — $ 20,289 Other operating costs and expenses: Depreciation and amortization 3,308 1,215 2,645 746 14 7,928 Loss on asset disposals, net 32 8 9 295 — 344 Corporate expenses — — — — 4,105 4,105 Project development and acquisition costs — — — — 1,314 1,314 Stock compensation — — — — 409 409 Operating income (loss) 6,654 2,200 277 2,900 (5,842 ) 6,189 Non-operating expense (income): Interest expense 18 — 208 — 9,260 9,486 Debt modification costs — — — — 624 624 Adjustment to fair value of warrants and other — — — — 543 543 Non-operating expense 18 — 208 — 10,427 10,653 Income (loss) before income taxes 6,636 2,200 69 2,900 (16,269 ) (4,464 ) Provision for income taxes 402 209 — — 19 630 Net income (loss) $ 6,234 $ 1,991 $ 69 $ 2,900 $ (16,288 ) $ (5,094 ) For the year ended December 31, 2015 (In thousands) Silver Slipper Casino & Hotel Bronco Billy's Casino & Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Revenues, net $ 56,836 $ — $ 47,557 $ 20,038 $ — $ 124,431 Adjusted Property EBITDA $ 9,925 $ — $ 4,005 $ 3,877 $ — $ 17,807 Other operating costs and expenses: Depreciation and amortization 4,383 — 2,714 781 15 7,893 Write-offs, recoveries and asset disposals 3 — — 80 (446 ) (363 ) Pre-opening costs 156 — — — — 156 Corporate expenses — — — — 3,843 3,843 Project development and acquisition costs — — — — 891 891 Stock compensation — — — — 343 343 Operating income (loss) 5,383 — 1,291 3,016 (4,646 ) 5,044 Non-operating expense (income): Interest expense 18 — 179 — 6,518 6,715 Other — — (11 ) — (1 ) (12 ) Non-operating expense 18 — 168 — 6,517 6,703 Income (loss) before income taxes 5,365 — 1,123 3,016 (11,163 ) (1,659 ) Provision (benefit) for income taxes 307 — (343 ) (168 ) (138 ) (342 ) Net income (loss) $ 5,058 $ — $ 1,466 $ 3,184 $ (11,025 ) $ (1,317 ) Selected balance sheet data as of December 31, 2016 and 2015 is as follows: At December 31, 2016 (In thousands) Silver Slipper Casino and Hotel Bronco Billy's Casino and Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Total assets $ 79,975 $ 36,732 $ 36,444 $ 12,722 $ 11,375 $ 177,248 Property and equipment, net 58,856 16,020 29,819 6,202 568 111,465 Goodwill 14,671 4,806 — 1,809 — 21,286 At December 31, 2015 (In thousands) Silver Slipper Casino and Hotel Bronco Billy's Casino and Hotel Rising Star Casino Resort Northern Nevada Corporate Consolidated Total assets $ 82,621 $ — $ 37,141 $ 12,105 $ 9,600 $ 141,467 Property and equipment, net 61,150 — 31,391 6,098 343 98,982 Goodwill 14,671 — — 1,809 — 16,480 |
ORGANIZATION (Details)
ORGANIZATION (Details) | Dec. 31, 2016Casino |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of casinos owned and operated | 4 |
BASIS OF PRESENTATION AND SUM39
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Fixed asset capitalization threshold for a single asset, greater than | $ 2,500 | |
Fixed asset capitalization threshold for group of assets, greater than | 5,000 | |
Capitalized interest | 0 | $ 400,000 |
Advertising costs included in selling, general and administrative expenses | 2,500,000 | 2,000,000 |
Liability for estimated cost of benefits included in accrued player club points and progressive jackpots | $ 1,300,000 | $ 900,000 |
Antidilutive securities excluded from EPS calculation (in shares) | 3,064,518 | 1,563,834 |
Basic and diluted weighted average number of common shares outstanding (in shares) | 19,601,842 | 19,607,937 |
Previously Reported | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Basic and diluted weighted average number of common shares outstanding (in shares) | 18,937,812 | |
Cash | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Restricted trust account | $ 600,000 |
BASIS OF PRESENTATION AND SUM40
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 15 years |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 2 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 44 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 10 years |
BASIS OF PRESENTATION AND SUM41
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Retail Value and Estimated Cost of Providing Room, Food and Beverage and Other Incentives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Food and beverage | $ 9,804 | $ 8,992 |
Rooms | 969 | 1,243 |
Other incentives | 1,561 | 1,325 |
Promotional allowances | 27,420 | 23,040 |
Retail Value of Promotional Allowances | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Food and beverage | 18,872 | 16,104 |
Rooms | 7,090 | 5,585 |
Other incentives | 1,458 | 1,351 |
Promotional allowances | 27,420 | 23,040 |
Costs of Providing Promotional Allowances | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Food and beverage | 17,324 | 14,040 |
Rooms | 4,426 | 3,659 |
Other incentives | 975 | 1,010 |
Promotional allowances | $ 22,725 | $ 18,709 |
ACQUISITION (Details)
ACQUISITION (Details) $ in Thousands | May 13, 2016USD ($)table_gameCasinoRoomgame_machine | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 21,286 | $ 21,286 | $ 16,480 | |
Bronco Billy's Casino and Hotel | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 31,100 | |||
Number of casino licensed operations acquired | Casino | 3 | |||
Proceeds from issuance of debt | $ 35,000 | |||
Number of slot and video poker machines in acquired property | game_machine | 807 | |||
Number of table games in acquired property | table_game | 12 | |||
Number of hotel rooms in acquired property | Room | 24 | |||
Goodwill | $ 4,806 | |||
Debt issuance costs | 1,500 | |||
Warrant issuance costs | 600 | |||
Debt modification expenses | 600 | |||
Revenue since acquisition | 16,200 | |||
Net income since acquisition | $ 2,000 | |||
Bronco Billy's Casino and Hotel | Acquisition-related Costs Including Depreciation and Amortization, Tax expense and Excluding Non-Recurring Expenses | ||||
Business Acquisition [Line Items] | ||||
Adjustment to pro-forma net income for non-recurring expenses | 1,400 | 1,000 | ||
Bronco Billy's Casino and Hotel | Project Development and Acquisition Costs | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 600 | $ 400 |
ACQUISITION - Assets Acquired a
ACQUISITION - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | May 13, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 21,286 | $ 16,480 | |
Bronco Billy's Casino and Hotel | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | $ 2,682 | ||
Other current assets | 258 | ||
Property and equipment | 16,694 | ||
Goodwill | 4,806 | ||
Total assets | 33,240 | ||
Current liabilities | 2,189 | ||
Total liabilities | 2,189 | ||
Net assets acquired | 31,051 | ||
Gaming licenses | Bronco Billy's Casino and Hotel | |||
Business Acquisition [Line Items] | |||
Intangible assets | 7,000 | ||
Trade names | Bronco Billy's Casino and Hotel | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1,800 |
ACQUISITION - Pro Forma Consoli
ACQUISITION - Pro Forma Consolidated Statement of Operations (Details) - Bronco Billy's Casino and Hotel - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 154,734 | $ 149,150 |
Net loss | $ (5,818) | $ (4,157) |
Basic loss per share (in dollars per share) | $ (0.30) | $ (0.21) |
Diluted loss per share (in dollars per share) | $ (0.30) | $ (0.21) |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 155,138 | $ 135,205 |
Less accumulated depreciation | (43,673) | (36,223) |
Property and equipment, net of accumulated depreciation | 111,465 | 98,982 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,548 | 12,657 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 102,410 | 90,636 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 37,312 | 31,899 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 868 | $ 13 |
PROPERTY AND EQUIPMENT, NET - L
PROPERTY AND EQUIPMENT, NET - Leased property and equipment (Details) $ in Thousands | Dec. 31, 2016USD ($)Room | Dec. 31, 2015USD ($) |
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | $ 7,726 | $ 7,726 |
Less accumulated amortization | (1,586) | (1,081) |
Leased property and equipment net | 6,140 | 6,645 |
Leased land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | 215 | 215 |
Leased buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | 5,787 | 5,787 |
Leased furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | $ 1,724 | $ 1,724 |
Rising Star Casino Resort | ||
Property, Plant and Equipment [Line Items] | ||
Number of hotel rooms | Room | 104 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | $ 26,933,000 | $ 22,127,000 |
Accumulated impairments | (5,647,000) | (5,647,000) |
Goodwill | 21,286,000 | 16,480,000 |
Goodwill impairment | 0 | 0 |
Silver Slipper Casino and Hotel | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 14,671,000 | 14,671,000 |
Accumulated impairments | 0 | 0 |
Goodwill | 14,671,000 | 14,671,000 |
Bronco Billy's Casino and Hotel | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 4,806,000 | |
Accumulated impairments | 0 | |
Goodwill | 4,806,000 | |
Rising Star Casino Resort | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 1,647,000 | 1,647,000 |
Accumulated impairments | (1,647,000) | (1,647,000) |
Goodwill | 0 | 0 |
Northern Nevada | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 5,809,000 | 5,809,000 |
Accumulated impairments | (4,000,000) | (4,000,000) |
Goodwill | $ 1,809,000 | $ 1,809,000 |
GOODWILL AND INTANGIBLES - Othe
GOODWILL AND INTANGIBLES - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets, net (excluding goodwill) [Abstract] | ||
Intangible Assets, Gross Carrying Value | $ 28,901 | $ 19,832 |
Intangible Assets, Accumulated Amortization | (7,732) | (7,701) |
Intangible Assets, Accumulated Impairments, Net | (10,203) | (10,004) |
Intangible Asset, Net | 10,966 | 2,127 |
Gaming Licenses | ||
Non-amortizing intangible assets: | ||
Gross Carrying Value | 17,981 | 10,744 |
Accumulated Impairments, Net | (10,203) | (10,004) |
Intangible Asset, Net | 7,778 | 740 |
Trade Names | ||
Non-amortizing intangible assets: | ||
Gross Carrying Value | 1,800 | |
Accumulated Impairments, Net | 0 | |
Intangible Asset, Net | 1,800 | |
Trademarks | ||
Non-amortizing intangible assets: | ||
Gross Carrying Value | 100 | 68 |
Accumulated Impairments, Net | 0 | 0 |
Intangible Asset, Net | $ 100 | $ 68 |
Customer Loyalty Programs | ||
Amortizing intangible assets: | ||
Estimated Life (years) | 3 years | 3 years |
Gross Carrying Value | $ 7,600 | $ 7,600 |
Accumulated amortization | (7,600) | (7,600) |
Intangible Asset, Net | $ 0 | $ 0 |
Land Lease and Water Rights | ||
Amortizing intangible assets: | ||
Estimated Life (years) | 46 years | 46 years |
Gross Carrying Value | $ 1,420 | $ 1,420 |
Accumulated amortization | (132) | (101) |
Intangible Asset, Net | $ 1,288 | $ 1,319 |
GOODWILL AND INTANGIBLES - Cust
GOODWILL AND INTANGIBLES - Customer Loyalty Programs (Details) - Customer Loyalty Programs - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | $ 7,600 | $ 7,600 |
Silver Slipper Casino and Hotel | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | 5,900 | |
Rising Star Casino Resort | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | $ 1,700 |
GOODWILL AND INTANGIBLES - Land
GOODWILL AND INTANGIBLES - Land Lease and Water Rights (Details) - Silver Slipper Casino Venture, LLC - Cure Land Company, LLC - Land Lease and Water Rights $ in Millions | Dec. 31, 2016USD ($) |
Goodwill and Other Intangibles [Line Items] | |
Excess fair value of land over estimated net present value of land lease payments | $ 1 |
Fair value of water rights based on current market rate | $ 0.4 |
GOODWILL AND INTANGIBLES - Trad
GOODWILL AND INTANGIBLES - Trade Names (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Bronco Billy's Casino and Hotel | Trade names | |
Indefinite-lived Intangible Assets [Line Items] | |
Period of existence (approximately) | 25 years |
GOODWILL AND INTANGIBLES - Curr
GOODWILL AND INTANGIBLES - Current & Future Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 31 | $ 1,500 |
2,017 | 31 | |
2,018 | 31 | |
2,019 | 31 | |
2,020 | 31 | |
2,021 | 31 | |
Thereafter | $ 1,300 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Player club points and progressive jackpots | $ 2,901 | $ 1,667 |
Real estate and personal property taxes | 1,538 | 909 |
Gaming and other taxes | 1,667 | 962 |
Gaming related accruals | 622 | 410 |
Accrued rent | 443 | 0 |
Accrued interest | 174 | 195 |
Other | 651 | 613 |
Accrued liabilities | $ 7,996 | $ 4,756 |
LONG-TERM DEBT AND WARRANT LI54
LONG-TERM DEBT AND WARRANT LIABILITY - Long-term Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Term Loan | Capital One Bank | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 45,000,000 | |
Term Loan | Abc Funding LLC | Second Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 55,000,000 | $ 20,000,000 |
Proceeds from issuance of debt | 35,000,000 | |
Revolving Credit Facility | Capital One Bank | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,000,000 |
LONG-TERM DEBT AND WARRANT LI55
LONG-TERM DEBT AND WARRANT LIABILITY (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 98,312 | $ 68,000 |
Unamortized Discount | (469) | |
Unamortized Debt Issuance Costs | (1,909) | (1,358) |
Long-term Debt, Net | 95,934 | 66,642 |
Outstanding Principal, Current Portion | (1,688) | (6,000) |
Unamortized Discount, Current Portion | 0 | |
Unamortized Debt Issuance Costs, Current Portion | 0 | 0 |
Long-term Debt, Net, Current Portion | (1,688) | (6,000) |
Outstanding Principal, Excluding Current Portion | 96,624 | 62,000 |
Unamortized Discount, Excluding Current Portion | (469) | |
Unamortized Debt Issuance Costs, Excluding Current Portion | (1,909) | (1,358) |
Long-term Debt, Net, Excluding Current Portion | 94,246 | 60,642 |
Term Loan | First Lien Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 43,312 | 46,000 |
Unamortized Discount | 0 | |
Unamortized Debt Issuance Costs | (561) | (777) |
Long-term Debt, Net | 42,751 | 45,223 |
Term Loan | Second Lien Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 55,000 | 20,000 |
Unamortized Discount | (469) | |
Unamortized Debt Issuance Costs | (1,348) | (581) |
Long-term Debt, Net | 53,183 | 19,419 |
Revolving Credit Facility | First Lien Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 0 | 2,000 |
Unamortized Discount | 0 | |
Unamortized Debt Issuance Costs | 0 | 0 |
Long-term Debt, Net | $ 0 | $ 2,000 |
LONG-TERM DEBT AND WARRANT LI56
LONG-TERM DEBT AND WARRANT LIABILITY - First and Second Lien Credit Agreements (Detail Textuals) - USD ($) | May 13, 2016 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Debt modification costs expensed | $ 624,000 | |
Line of Credit | First Lien Credit Agreement | Capital One Bank | ||
Line of Credit Facility [Line Items] | ||
Debt issuance costs | 248,000 | |
Debt modification costs expensed | 330,000 | |
Minimum base rate | 1.00% | |
Applicable margin rate | 3.75% | |
Increase in applicable margin rate | 0.50% | |
Line of Credit | First Lien Credit Agreement | Capital One Bank | Current | ||
Line of Credit Facility [Line Items] | ||
Quarterly principal payments | $ 562,500 | $ 562,500 |
Line of Credit | First Lien Credit Agreement | Capital One Bank | May 2018 | ||
Line of Credit Facility [Line Items] | ||
Quarterly principal payments | 843,750 | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Debt issuance costs | 1,239,000 | |
Debt modification costs expensed | $ 294,000 | |
Term of second lien credit facility after maturity of first lien credit facility | 6 months | |
Interest rate | 13.50% | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | Term Loan | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 12.50% | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | Term Loan | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 13.50% | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | Current | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Prepayment penalty | 3.00% | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | May 13, 2018 | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Prepayment penalty | 2.00% | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | May 13, 2019 | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Prepayment penalty | 1.00% | |
Line of Credit | Second Lien Credit Agreement | Abc Funding LLC | Thereafter | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Prepayment penalty | 0.00% |
LONG-TERM DEBT AND WARRANT LI57
LONG-TERM DEBT AND WARRANT LIABILITY - Covenants (Details) | May 13, 2016USD ($) | Dec. 31, 2016 | Sep. 30, 2019 | Sep. 29, 2019 | Mar. 31, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Mar. 30, 2018 | Sep. 29, 2017 | Mar. 30, 2017 |
First And Second Lien Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Adjusted EBITDA calculation, acquisition costs, less than | $ 1,000,000 | |||||||||
Adjusted EBITDA calculation, non-recurring development expenses, less than | $ 500,000 | |||||||||
First And Second Lien Credit Agreement | Minimum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Capital expenditure requirement as a percent of prior year revenues | 1.425% | |||||||||
First And Second Lien Credit Agreement | Maximum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Capital expenditure requirement as a percent of prior year revenues | 5.25% | |||||||||
Abc Funding LLC | Second Lien Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Fixed Charge Coverage Ratio, Minimum | 1 | |||||||||
Capital One Bank | First Lien Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Fixed Charge Coverage Ratio, Minimum | 1.10 | |||||||||
Scenario, Forecast | Abc Funding LLC | Second Lien Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum Total Leverage Ratio | 5.250 | 5.500 | 5.625 | 5.875 | 6 | 6.125 | 6.125 | |||
Maximum First Lien Leverage Ratio | 2.250 | 2.375 | 2.500 | 2.625 | 2.750 | 2.875 | 3 | |||
Scenario, Forecast | Capital One Bank | First Lien Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum Total Leverage Ratio | 5.250 | 5.375 | 5.625 | 5.750 | 5.875 | 5.875 | ||||
Maximum First Lien Leverage Ratio | 2.125 | 2.250 | 2.375 | 2.500 | 2.625 | 2.750 |
LONG-TERM DEBT AND WARRANT LI58
LONG-TERM DEBT AND WARRANT LIABILITY - Scheduled Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 1,688 | |
2,018 | 2,812 | |
2,019 | 93,812 | |
Total | $ 98,312 | $ 68,000 |
LONG-TERM DEBT AND WARRANT LI59
LONG-TERM DEBT AND WARRANT LIABILITY - Second Lien Credit Facility Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | May 13, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Warrant or Right [Line Items] | ||||
Common stock warrant liability | $ 1,117 | $ 1,117 | $ 0 | |
Change in fair value of stock warrants | $ 543 | $ 0 | ||
Expected contractual term | 3 years 10 months 6 days | 3 years 4 months 17 days | ||
Expected volatility rate | 44.78% | 47.68% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Expected risk-free interest rate | 1.10% | 1.68% | ||
Line of Credit | Second Lien Credit Agreement | Warrant to Purchase Common Equity | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 1,006,568 | |||
Warrants granted as a percent of outstanding common equity | 5.00% | |||
Warrant exercise price (in USD per share) | $ 1.67 | |||
Warrants, period for measuring warrant exercise price | 60 days | |||
Warrants, period for mandatory registration rights | 2 years | |||
Warrants, redemption rights, decrease in aggregate principal balance on second lien facility | 50.00% | |||
Warrant, redemption rights, period for measuring repurchase value | 21 days | |||
Common stock warrant liability | $ 600 | |||
Line of credit, expected term | 3 years 6 months | |||
Change in fair value of stock warrants | $ 500 | |||
Unsecured Debt | Second Lien Credit Agreement | Warrant to Purchase Common Equity | ||||
Class of Warrant or Right [Line Items] | ||||
Term of second lien credit facility after maturity of first lien credit facility | 4 years | |||
Minimum | Unsecured Debt | Second Lien Credit Agreement | Warrant to Purchase Common Equity | ||||
Class of Warrant or Right [Line Items] | ||||
Interest rate | 13.25% |
CAPITAL LEASE OBLIGATION (Detai
CAPITAL LEASE OBLIGATION (Detail Textuals) - Rising Star Casino Resort | Apr. 01, 2020USD ($) | Oct. 01, 2017 | Mar. 16, 2016USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)Room | Sep. 30, 2017 |
Capital Leased Assets [Line Items] | |||||||||
Lease extension term | 4 years | ||||||||
Capital expenditure requirement, tenant improvements | $ 1,000,000 | ||||||||
Rising Sun/Ohio County First, Inc | |||||||||
Capital Leased Assets [Line Items] | |||||||||
Number of hotel rooms | Room | 104 | ||||||||
Capital lease monthly payment | $ 77,537 | ||||||||
Total project costs | $ 7,700,000 | ||||||||
Option price | 5,700,000 | ||||||||
Option price at lease maturity | $ 1 | ||||||||
Scenario, Forecast | Rising Sun/Ohio County First, Inc | |||||||||
Capital Leased Assets [Line Items] | |||||||||
Capital lease monthly payment | $ 54,326 | $ 63,537 | $ 57,537 | $ 56,537 | $ 48,537 | ||||
Annual interest rate | 4.50% | 3.50% |
CAPITAL LEASE OBLIGATION - Futu
CAPITAL LEASE OBLIGATION - Future minimum lease payments and present value (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Leases, Capital [Abstract] | |
2,017 | $ 606 |
2,018 | 687 |
2,019 | 744 |
2,020 | 680 |
2,021 | 652 |
Thereafter | 3,803 |
Total minimum lease payments | 7,172 |
Less: amount representing interest | (1,435) |
Present value of minimum lease payments | $ 5,737 |
DERIVATIVE INSTRUMENTS AND HE62
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY (Detail Textuals) - Interest rate swap agreement - First Lien Credit Agreement - Capital One Bank | Oct. 01, 2014USD ($) |
Derivative [Line Items] | |
Derivative liability, notional amount | $ 14,750,000 |
Percentage of prepaid interest rate | 1.50% |
SETTLEMENTS (Detail Textuals)
SETTLEMENTS (Detail Textuals) - USD ($) | 1 Months Ended | |
Jul. 31, 2015 | Dec. 31, 2015 | |
Settlements | ||
Litigation settlement amount | $ 500,000 | |
Collection fees payable | 50,000 | |
Collectibility of Receivables | ||
Settlements | ||
Damages sought | $ 662,000 | |
Ohio County | State and Local Jurisdiction | ||
Settlements | ||
Real property tax assessment refund from settlement | $ 1,352,937 |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ 0 | $ (631) |
State | 0 | (62) |
Total current income tax | 0 | (693) |
Deferred: | ||
Federal | (1,383) | 275 |
State | (505) | (185) |
Increase in valuation allowance | 2,518 | 261 |
Total deferred income tax | 630 | 351 |
Total income tax provision, amount | $ 630 | $ (342) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of income tax provision relative to continuing operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax provision at U.S. statutory rate, percent | 34.00% | 34.00% |
State taxes, net of federal benefit, percent | 7.50% | 7.80% |
Change in valuation allowance, percent | (56.50%) | (15.70%) |
Permanent differences, percent | (2.10%) | (7.30%) |
Credits, percent | 2.90% | 5.50% |
Other, percent | 0.10% | (3.70%) |
Total income tax provision, percent | (14.10%) | 20.60% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax provision at U.S. statutory rate, amount | $ (1,518) | $ (564) |
State taxes, net of federal benefit, amount | (333) | (129) |
Increase in valuation allowance | 2,518 | 261 |
Permanent differences, amount | 95 | 121 |
Credits, amount | (129) | (91) |
Other, amount | (3) | 60 |
Total income tax provision, amount | $ 630 | $ (342) |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Deferred compensation | $ 655 | $ 230 |
Depreciation of fixed assets | 42 | 52 |
Intangible assets and amortization | 6,830 | 7,284 |
Net operating loss carry-forwards | 2,861 | 1,384 |
Accrued expenses | 1,077 | 441 |
Allowance for doubtful accounts | 19 | 47 |
Credits | 220 | 91 |
Common stock warrant liability | 263 | 0 |
Charitable contribution carry-forward | 90 | 43 |
Valuation allowance | (9,753) | (7,236) |
Total deferred tax assets | 2,304 | 2,336 |
Deferred tax liabilities: | ||
Depreciation of fixed assets | (631) | (772) |
Amortization of indefinite-lived intangibles | (1,907) | (1,276) |
Prepaid expenses | (1,055) | (1,085) |
Effect of state taxes on future federal returns | (585) | (391) |
Other | (33) | (88) |
Total deferred tax liabilities | (4,211) | (3,612) |
Total deferred tax assets (liabilities) | $ (1,907) | $ (1,276) |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax liabilities relating to goodwill and other indefinite-lived intangibles | $ 1,907 | $ 1,276 |
General Business Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
General business credit carry-forward | 200 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry-forwards | 5,800 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry-forwards | $ 14,200 |
COMMITMENTS AND CONTINGENCIES68
COMMITMENTS AND CONTINGENCIES (Detail Textuals) | Jan. 01, 2018USD ($) | Jan. 01, 2017USD ($) | Jun. 01, 2016USD ($) | Aug. 31, 2016USD ($)square_feet | Sep. 30, 2016USD ($)option | Dec. 31, 2019USD ($) | Dec. 31, 2016USD ($)a | Dec. 31, 2015USD ($) | Dec. 31, 2004USD ($)a | Dec. 31, 2018USD ($) | Dec. 31, 2014USD ($) |
Commitments and Contingencies [Line Items] | |||||||||||
Rent expenses of operating lease | $ 3,600,000 | $ 3,100,000 | |||||||||
Defined Contribution Pension Plan | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Matching contributions and certain other benefits | $ 300,000 | $ 300,000 | |||||||||
Percentage of additional employer matching contribution | 50.00% | 50.00% | |||||||||
Percentage of annual contributions per employee | 4.00% | 4.00% | |||||||||
Positive Outcome of Litigation | Pending Litigation | Case Vs. Silver Slipper Casino And Hotel Contractor And Architect | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages sought | $ 1,600,000 | ||||||||||
Silver Slipper Casino and Hotel | Land Lease Agreement | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Monthly rent | $ 77,500 | ||||||||||
Percent of gross gaming revenue | 3.00% | ||||||||||
Gross gaming revenue, more than | $ 3,650,000 | ||||||||||
Rent expenses of operating lease | $ 1,300,000 | $ 1,200,000 | |||||||||
Contingent rental expense | 300,000 | 200,000 | |||||||||
Option to purchase leased land | $ 15,500,000 | ||||||||||
Retained interest in percentages of net income | 3.00% | ||||||||||
Purchase option, retained interest in percent of net income, term | 10 years | ||||||||||
New purchase price if change in ownership of Silver Slipper | $ 17,100,000 | ||||||||||
Value of land purchase option | $ 2,000,000 | ||||||||||
Silver Slipper Casino and Hotel | Land Lease Agreement | Protected Marshland | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Area of land | a | 31 | ||||||||||
Silver Slipper Casino and Hotel | Land Lease Agreement | Casino parcel | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Area of land | a | 7 | ||||||||||
Land subject to purchase option | a | 4 | ||||||||||
Bronco Billy's Casino and Hotel | Certain Parking Lots and Buildings | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Option to purchase leased land | $ 7,600,000 | ||||||||||
Rent | $ 18,500 | ||||||||||
Renewal options | option | 6 | ||||||||||
Lease renewal term | 3 years | ||||||||||
Bronco Billy's Casino and Hotel | Scenario, Forecast | Certain Parking Lots and Buildings | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Rent | $ 30,000 | $ 25,000 | |||||||||
Grand Lodge Casino facility | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Rent expenses of operating lease | $ 1,900,000 | $ 1,500,000 | |||||||||
Rent | $ 41,667 | $ 125,000 | |||||||||
EBITDA measurement period | 12 months | ||||||||||
Capital expenditure requirement, gaming devices and equipment | $ 1,500,000 | ||||||||||
Termination clause period | 6 months | ||||||||||
Grand Lodge Casino facility | Scenario, Forecast | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Rent | $ 166,667 | $ 145,833 | |||||||||
Grand Lodge Casino facility | Hyatt Equities, L.L.C. | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Capital expenditure requirement, tenant improvements | $ 3,500,000 | ||||||||||
Corporate Office | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Rent | $ 200,000 | ||||||||||
Area of office space | square_feet | 4,479 | ||||||||||
Maturity date | 7 years 7 months 6 days | ||||||||||
Tenant improvement allowance | $ 200,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 3,258 |
2,018 | 3,615 |
2,019 | 3,590 |
2,020 | 3,250 |
2,021 | 3,117 |
Thereafter | 37,703 |
Operating leases, future minimum payments due | $ 54,533 |
STOCKHOLDERS' EQUITY AND RELA70
STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION (Details) - USD ($) | Nov. 10, 2016 | Oct. 07, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 15, 2016 |
Class of Warrant or Right [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 4,641,000 | $ 0 | |||
Right to Purchase Common Shares | |||||
Class of Warrant or Right [Line Items] | |||||
Proposed rights offering amount | $ 5,000,000 | ||||
Rights Offering | |||||
Class of Warrant or Right [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 5,000,000 | ||||
Net proceeds from issuance of common stock | $ 4,640,000 | ||||
Stock issued during period (in shares) | 3,846,154 | ||||
Subscription price (in USD per share) | $ 1.30 | ||||
Rights Offering, Standby Purchaser | |||||
Class of Warrant or Right [Line Items] | |||||
Stock issued during period (in shares) | 1,000,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Detail Textuals) - USD ($) $ / shares in Units, $ in Millions | Mar. 30, 2015 | May 31, 2016 | Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 05, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock compensation expense | $ 0.4 | $ 0.3 | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average value per share of stock option grants (in USD per share) | $ 0.67 | $ 0.60 | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options granted (in shares) | 494,116 | |||||
Shares granted in period (in USD per share) | $ 1.70 | |||||
Number of vested stock options (in shares) | 741,994 | |||||
Unrecognized compensation costs | $ 0.6 | |||||
Weighted-average period of unrecognized compensation cost expected to be recognized | 1 year 10 months 17 days | |||||
Chief Executive Officer | First anniversary | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of stock options | 25.00% | |||||
Chief Executive Officer | Monthly after first anniversary | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of stock options | 0.02083% | |||||
Chief Executive Officer | Daniel R. Lee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options granted (in shares) | 943,834 | |||||
Chief Financial Officer | First anniversary | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of stock options | 25.00% | |||||
Chief Financial Officer | Monthly after first anniversary | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of stock options | 0.02083% | |||||
Chief Financial Officer | Lewis Fanger | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options granted (in shares) | 300,000 | |||||
Equity Incentive Plan 2015 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options granted (in shares) | 420,000 | |||||
Shares granted in period (in USD per share) | $ 1.70 | |||||
Vesting period of remaining shares | 3 years | |||||
Number of shares available for future issuance (in shares) | 443,756 | |||||
Equity Incentive Plan 2015 | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of awards | 10 years | |||||
Equity Incentive Plan 2015 | Directors Employees And Consultants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance | 1,400,000 | |||||
Equity Incentive Plan 2015 | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options granted (in shares) | 74,116 | |||||
Shares granted in period (in USD per share) | $ 1.70 | |||||
Vesting period of remaining shares | 1 year | |||||
Issuance of share based compensation (in shares) | 49,413 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summarizes information related to our common stock options (Details 1) - Stock options | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Number of Stock Options | |
Options outstanding, beginning of period (in shares) | shares | 1,563,834 |
Granted (in shares) | shares | 494,116 |
Exercised (in shares) | shares | 0 |
Canceled/Forfeited (in shares) | shares | 0 |
Options outstanding, end of period (in shares) | shares | 2,057,950 |
Options exercisable at end of period (in shares) | shares | 741,994 |
Weighted Average Exercise Price | |
Options outstanding, beginning of period (in USD per share) | $ / shares | $ 1.33 |
Granted (in USD per share) | $ / shares | 1.70 |
Exercised (in USD per share) | $ / shares | 0 |
Canceled/Forfeited (in USD per share) | $ / shares | 0 |
Options outstanding, end of period (in USD per share) | $ / shares | 1.42 |
Options exercisable at end of period (in USD per share) | $ / shares | $ 1.31 |
Options outstanding, weighted average remaining contractual term | 8 years 4 months 17 days |
Options outstanding, aggregate intrinsic value | $ | $ 2,025,090 |
Options exercisable, weighted average remaining contractual term | 8 years 7 days |
Options exercisable, aggregate intrinsic value | $ | $ 808,311 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option valuation assumptions for options granted (Details 2) - Stock options | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 43.87% | 51.30% |
Expected dividend yield | 0.00% | 0.00% |
Expected life (in years) | 1 year 10 months 6 days | 4 years 4 months 24 days |
Weighted average risk free rate | 1.41% | 1.34% |
FAIR VALUE OF FINANCIAL INSTR74
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Measurements, Recurring $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Common stock warrant liability | $ 1,117 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Common stock warrant liability | 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Common stock warrant liability | 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Common stock warrant liability | $ 1,117 |
SEGMENT REPORTING - Selected st
SEGMENT REPORTING - Selected statement of operations data (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | segment | 4 | |
Revenues, net | $ 145,992 | $ 124,431 |
Adjusted Property EBITDA | 20,289 | 17,807 |
Depreciation and amortization | 7,928 | 7,893 |
Loss on asset disposals, net | 344 | 3 |
Pre-opening costs | 156 | |
Write-offs, recoveries and asset disposals | (363) | |
Corporate expenses | 4,105 | 3,843 |
Project development and acquisition costs | 1,314 | 891 |
Stock compensation | 409 | 343 |
Operating income | 6,189 | 5,044 |
Interest expense | 9,486 | 6,715 |
Debt modification costs | 624 | |
Adjustment to fair value of warrants and other | 543 | 0 |
Other | (12) | |
Non-operating expense | 10,653 | 6,703 |
Income (loss) before income taxes | (4,464) | (1,659) |
Provision for income taxes | 630 | (342) |
Net Income (loss) | (5,094) | (1,317) |
Operating Segments | Northern Nevada | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 21,207 | 20,038 |
Adjusted Property EBITDA | 3,941 | 3,877 |
Depreciation and amortization | 746 | 781 |
Loss on asset disposals, net | 295 | |
Pre-opening costs | 0 | |
Write-offs, recoveries and asset disposals | 80 | |
Corporate expenses | 0 | 0 |
Project development and acquisition costs | 0 | 0 |
Stock compensation | 0 | 0 |
Operating income | 2,900 | 3,016 |
Interest expense | 0 | 0 |
Debt modification costs | 0 | |
Adjustment to fair value of warrants and other | 0 | |
Other | 0 | |
Non-operating expense | 0 | 0 |
Income (loss) before income taxes | 2,900 | 3,016 |
Provision for income taxes | 0 | (168) |
Net Income (loss) | 2,900 | 3,184 |
Operating Segments | Silver Slipper Casino & Hotel | Casino And Resort Operations | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 59,093 | 56,836 |
Adjusted Property EBITDA | 9,994 | 9,925 |
Depreciation and amortization | 3,308 | 4,383 |
Loss on asset disposals, net | 32 | |
Pre-opening costs | 156 | |
Write-offs, recoveries and asset disposals | 3 | |
Corporate expenses | 0 | 0 |
Project development and acquisition costs | 0 | 0 |
Stock compensation | 0 | 0 |
Operating income | 6,654 | 5,383 |
Interest expense | 18 | 18 |
Debt modification costs | 0 | |
Adjustment to fair value of warrants and other | 0 | |
Other | 0 | |
Non-operating expense | 18 | 18 |
Income (loss) before income taxes | 6,636 | 5,365 |
Provision for income taxes | 402 | 307 |
Net Income (loss) | 6,234 | 5,058 |
Operating Segments | Bronco Billy's Casino and Hotel | Casino And Resort Operations | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 16,220 | 0 |
Adjusted Property EBITDA | 3,423 | 0 |
Depreciation and amortization | 1,215 | 0 |
Loss on asset disposals, net | 8 | |
Pre-opening costs | 0 | |
Write-offs, recoveries and asset disposals | 0 | |
Corporate expenses | 0 | 0 |
Project development and acquisition costs | 0 | 0 |
Stock compensation | 0 | 0 |
Operating income | 2,200 | 0 |
Interest expense | 0 | 0 |
Debt modification costs | 0 | |
Adjustment to fair value of warrants and other | 0 | |
Other | 0 | |
Non-operating expense | 0 | 0 |
Income (loss) before income taxes | 2,200 | 0 |
Provision for income taxes | 209 | 0 |
Net Income (loss) | 1,991 | 0 |
Operating Segments | Rising Star Casino Resort | Casino And Resort Operations | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 49,472 | 47,557 |
Adjusted Property EBITDA | 2,931 | 4,005 |
Depreciation and amortization | 2,645 | 2,714 |
Loss on asset disposals, net | 9 | |
Pre-opening costs | 0 | |
Write-offs, recoveries and asset disposals | 0 | |
Corporate expenses | 0 | 0 |
Project development and acquisition costs | 0 | 0 |
Stock compensation | 0 | 0 |
Operating income | 277 | 1,291 |
Interest expense | 208 | 179 |
Debt modification costs | 0 | |
Adjustment to fair value of warrants and other | 0 | |
Other | (11) | |
Non-operating expense | 208 | 168 |
Income (loss) before income taxes | 69 | 1,123 |
Provision for income taxes | 0 | (343) |
Net Income (loss) | 69 | 1,466 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 0 | 0 |
Adjusted Property EBITDA | 0 | 0 |
Depreciation and amortization | 14 | 15 |
Loss on asset disposals, net | 0 | |
Pre-opening costs | 0 | |
Write-offs, recoveries and asset disposals | (446) | |
Corporate expenses | 4,105 | 3,843 |
Project development and acquisition costs | 1,314 | 891 |
Stock compensation | 409 | 343 |
Operating income | (5,842) | (4,646) |
Interest expense | 9,260 | 6,518 |
Debt modification costs | 624 | |
Adjustment to fair value of warrants and other | 543 | |
Other | (1) | |
Non-operating expense | 10,427 | 6,517 |
Income (loss) before income taxes | (16,269) | (11,163) |
Provision for income taxes | 19 | (138) |
Net Income (loss) | $ (16,288) | $ (11,025) |
SEGMENT REPORTING - Selected ba
SEGMENT REPORTING - Selected balance sheet data (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 177,248 | $ 141,467 |
Property and equipment, net | 111,465 | 98,982 |
Goodwill | 21,286 | 16,480 |
Bronco Billy's Casino and Hotel | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 4,806 | |
Rising Star Casino Resort | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 0 | 0 |
Operating Segments | Casino And Resort Operations | Silver Slipper Casino & Hotel | ||
Segment Reporting Information [Line Items] | ||
Total assets | 79,975 | 82,621 |
Property and equipment, net | 58,856 | 61,150 |
Goodwill | 14,671 | 14,671 |
Operating Segments | Casino And Resort Operations | Bronco Billy's Casino and Hotel | ||
Segment Reporting Information [Line Items] | ||
Total assets | 36,732 | 0 |
Property and equipment, net | 16,020 | 0 |
Goodwill | 4,806 | 0 |
Operating Segments | Casino And Resort Operations | Rising Star Casino Resort | ||
Segment Reporting Information [Line Items] | ||
Total assets | 36,444 | 37,141 |
Property and equipment, net | 29,819 | 31,391 |
Goodwill | 0 | 0 |
Operating Segments | Northern Nevada | ||
Segment Reporting Information [Line Items] | ||
Total assets | 12,722 | 12,105 |
Property and equipment, net | 6,202 | 6,098 |
Goodwill | 1,809 | 1,809 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | 11,375 | 9,600 |
Property and equipment, net | 568 | 343 |
Goodwill | $ 0 | $ 0 |